---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[x]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31,
2011

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________to ________

Commission File No. 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(Address of principal executive offices) (zip
code)

604 678-2531(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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[ ]

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 check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):

|Large accelerated filer                       | [ ] | Accelerated filer         | [ ]
|--------------------------------------------- | --- | ------------------------- | ---
|Non-accelerated filer                         | [ ] | Smaller reporting company | [x]
|(Do not check if a smaller reporting company) |     |                           |    

---

2

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING 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 and Exchange Act of 1933 subsequent to the distribution of securities
under a plan confirmed by a court. Yes  [  
 ]      No  [
]  N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of
March 14, 2011, there were 12,700,652 shares of common stock, par value $0.001,
outstanding.

---

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

---

DEL TORO SILVER CORP.(An Exploration Stage
    Company)INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
    FOR THE THREE
    MONTHS ENDED JANUARY 31, 2011(Unaudited - Prepared by Management)

(Stated in US Dollars)

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

| | Interim Consolidated Balance Sheets                                   
| | ----------------------------------------------------------------------
| |                                                                       
| | Interim Consolidated Statements of
      Operations                   
| |                                                                       
| | Interim Consolidated Statements of Cash
      Flows                   
| |                                                                       
| | Interim Consolidated Statement of
      Stockholders Equity (Deficit)
| |                                                                       
| | Notes to the Interim Consolidated Financial
      Statements          

F-1

---

|DEL TORO SILVER CORP.               
|------------------------------------
|(An Exploration Stage Company)      
|INTERIM CONSOLIDATED BALANCE SHEETS 
|(Unaudited - Prepared by Management)
|                                    
|(Stated in US Dollars)              

|                                                                                                                                                                                                                                                 |   |            |   |   | October 31 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                                                                                                 |   | January 31 |   |   | 2010       |  
|                                                                                                                                                                                                                                                 |   | 2011       |   |   | (Audited)  |  
|ASSETS                                                                                                                                                                                                                                           |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Current Assets                                                                                                                                                                                                                                   |   |            |   |   |            |  
|Cash                                                                                                                                                                                                                                             | $ | 92,911     |   | $ | 82,807     |  
|Receivables                                                                                                                                                                                                                                      |   | 12,573     |   |   | 8,311      |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Total Current Assets                                                                                                                                                                                                                             |   | 105,484    |   |   | 91,118     |  
|Deferred Share Issue Costs                                                                                                                                                                                                                       |   | -          |   |   | 9,204      |  
|Property and equipment (Note 5)                                                                                                                                                                                                                  |   | 2,240      |   |   | 2,374      |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Total Assets                                                                                                                                                                                                                                     | $ | 107,724    |   | $ | 102,696    |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                                                                                                                                                                                                      |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Current Liabilities                                                                                                                                                                                                                              |   |            |   |   |            |  
|Accounts payable and accrued
      liabilities                                                                                                                                                                                                   | $ | 53,744     |   | $ | 73,354     |  
|Due to director
      (Note 6)                                                                                                                                                                                                                   |   | -          |   |   | 1,658      |  
|Convertible Debenture (Note 8)                                                                                                                                                                                                                   |   | 77,917     |   |   | 55,000     |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Total Liabilities                                                                                                                                                                                                                                |   | 131,661    |   |   | 130,012    |  
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Stockholders' Deficit                                                                                                                                                                                                                            |   |            |   |   |            |  
|Capital Stock                                                                                                                                                                                                                                    |   |            |   |   |            |  
|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: 
         12,535,135 (2010  10,535,135) common shares |   | 12,535     |   |   | 10,535     |  
|Additional paid in capital                                                                                                                                                                                                                       |   | 847,174    |   |   | 680,405    |  
|Share subscriptions received in advance                                                                                                                                                                                                          |   | -          |   |   | 109,950    |  
|Share subscription receivable
      (Note 10(a))                                                                                                                                                                                                 |   | (10,601    | ) |   | -          |  
|Deficit - Accumulated during exploration
      stage                                                                                                                                                                                             |   | (873,045   | ) |   | (828,206   | )
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Total Stockholders' Deficit                                                                                                                                                                                                                      |   | (23,937    | ) |   | (27,316    | )
|                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Total Liabilities and Stockholders' Deficit                                                                                                                                                                                                      | $ | 107,724    |   | $ | 102,696    |  

Going concern (Note 2)

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

F-2

---

|DEL TORO SILVER CORP.                        
|---------------------------------------------
|(An Exploration Stage Company)               
|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
|(Unaudited - Prepared by Management)         
|                                             
|(Stated in US Dollars)                       

|                                                                             |   | Cumulative   |   |   |                               |   |   |           |  
|---------------------------------------------------------------------------- | - | ------------ | - | - | ----------------------------- | - | - | --------- | -
|                                                                             |   | Amounts      |   |   |                               |   |   |           |  
|                                                                             |   | from         |   |   |                               |   |   |           |  
|                                                                             |   | Inception to |   |   |                               |   |   |           |  
|                                                                             |   | January 31   |   |   | Three months ended January 31 |  
|                                                                             |   | 2011         |   |   | 2011                          |   |   | 2010      |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|GENERAL AND ADMINISTRATIVE EXPENSES                                          |   |              |   |   |                               |   |   |           |  
|Accounting and
      auditing                                                | $ | 104,434      |   | $ | 3,998                         |   | $ | 3,000     |  
|Advertising and promotion                                                    |   | 10,743       |   |   | 160                           |   |   | -         |  
|Amortization                                                                 |   | 2,290        |   |   | 134                           |   |   | 176       |  
|Bank charges                                                                 |   | 1,347        |   |   | 91                            |   |   | 37        |  
|Consulting                                                                   |   | 35,185       |   |   | -                             |   |   | -         |  
|Filing fees                                                                  |   | 18,923       |   |   | 1,790                         |   |   | -         |  
|Foreign exchange
      (gain) loss                                           |   | (3,251       | ) |   | 1,273                         |   |   | 112       |  
|Interest                                                                     |   | 22,917       |   |   | 22,917                        |   |   | -         |  
|Legal                                                                        |   | 156,570      |   |   | 200                           |   |   | 3,080     |  
|Meals and entertainment                                                      |   | 4,113        |   |   | -                             |   |   | -         |  
|Office and
      sundry                                                      |   | 1,705        |   |   | -                             |   |   | -         |  
|Rent                                                                         |   | 14,047       |   |   | 1,493                         |   |   | -         |  
|Shareholders'
      communications                                           |   | 4,667        |   |   | 2,034                         |   |   | -         |  
|Stock-based compensation                                                     |   | 245,710      |   |   | -                             |   |   | -         |  
|Telephone                                                                    |   | 1,632        |   |   | 149                           |   |   | 59        |  
|Transfer agent                                                               |   | 10,267       |   |   | 4,599                         |   |   | -         |  
|Travel and
      accommodation                                               |   | 3,102        |   |   | -                             |   |   | -         |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|                                                                             |   | 634,401      |   |   | 38,838                        |   |   | 6,464     |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|MINERAL PROPERTY EXPENSES                                                    |   |              |   |   |                               |   |   |           |  
|Acquisition                                                                  |   | 174,418      |   |   | -                             |   |   | -         |  
|Exploration                                                                  |   | 64,226       |   |   | 6,001                         |   |   | -         |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|                                                                             |   | 238,644      |   |   | 6,001                         |   |   | -         |  
|                                                                             |   |              |   |   |                               |   |   |           |  
|NET LOSS AND COMPREHENSIVE
      LOSS                                        | $ | (873,045     | ) | $ | (44,839                       | ) | $ | (6,464    | )
|                                                                             |   |              |   |   |                               |   |   |           |  
|BASIC AND DILUTED NET LOSS
      PER COMMON SHARE                            |   |              |   | $ | (0.00                         | ) | $ | (0.00     | )
|                                                                             |   |              |   |   |                               |   |   |           |  
|WEIGHTED AVERAGE NUMBER OF
      BASIC AND DILUTED COMMON SHARES OUTSTANDING |   |              |   |   | 11,817,744                    |   |   | 9,835,135 |  

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

F-3

---

|DEL TORO SILVER CORP.                        
|---------------------------------------------
|(An Exploration Stage Company)               
|INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Unaudited - Prepared by Management)         
|                                             
|(Stated in US Dollars)                       

|                                                  |   | Cumulative   |   |   |                               |   |   |        |  
|------------------------------------------------- | - | ------------ | - | - | ----------------------------- | - | - | ------ | -
|                                                  |   | Amounts      |   |   |                               |   |   |        |  
|                                                  |   | from         |   |   |                               |   |   |        |  
|                                                  |   | Inception to |   |   |                               |   |   |        |  
|                                                  |   | January 31   |   |   | Three months ended January 31 |  
|                                                  |   | 2011         |   |   | 2011                          |   |   | 2010   |  
|OPERATING ACTIVITIES                              |   |              |   |   |                               |   |   |        |  
|Net loss for the period                           | $ | (873,045     | ) | $ | (44,839                       | ) | $ | (6,464 | )
|Items not affecting cash                          |   |              |   |   |                               |   |   |        |  
|Shares issued for mineral property                |   | 142,460      |   |   | -                             |   |   | -      |  
|Shares issued for
      service                   |   | 21,000       |   |   | -                             |   |   | -      |  
|Amortization                                      |   | 2,290        |   |   | 134                           |   |   | 176    |  
|Foreign exchange
      loss (gain)                |   | (3,251       | ) |   | 1,273                         |   |   | 112    |  
|Stock-based compensation                          |   | 245,710      |   |   | -                             |   |   | -      |  
|Interest accrued                                  |   | 22,917       |   |   | 22,917                        |   |   | -      |  
|Changes in operating
      assets and liabilities |   |              |   |   |                               |   |   |        |  
|Receivables                                       |   | (12,573      | ) |   | (4,262                        | ) |   | (51    | )
|Accounts payable and accrued liabilities          |   | 56,995       |   |   | (20,883                       | ) |   | 6,054  |  
|Cash used in operating activities                 |   | (397,497     | ) |   | (45,660                       | ) |   | (173   | )
|                                                  |   |              |   |   |                               |   |   |        |  
|INVESTING ACTIVITY                                |   |              |   |   |                               |   |   |        |  
|Equipment acquired                                |   | (4,530       | ) |   | -                             |   |   | -      |  
|Cash used in investing activity                   |   | (4,530       | ) |   | -                             |   |   | -      |  
|                                                  |   |              |   |   |                               |   |   |        |  
|FINANCING ACTIVITIES                              |   |              |   |   |                               |   |   |        |  
|Repayment to director                             |   | -            |   |   | (1,658                        | ) |   | -      |  
|Issuance of convertible debt                      |   | 55,000       |   |   | -                             |   |   | -      |  
|Share issue costs                                 |   | (31,232      | ) |   | (22,028                       | ) |   | -      |  
|Common stock issued for cash                      |   | 471,170      |   |   | 79,450                        |   |   | -      |  
|Cash provided by
      financing activities       |   | 494,938      |   |   | 55,764                        |   |   | -      |  
|                                                  |   |              |   |   |                               |   |   |        |  
|NET INCREASE (DECREASE) IN CASH                   |   | 92,911       |   |   | 10,104                        |   |   | (173   | )
|CASH, BEGINNING OF PERIOD                         |   | -            |   |   | 82,807                        |   |   | 738    |  
|CASH, END OF PERIOD                               | $ | 92,911       |   | $ | 92,911                        |   | $ | 565    |  
|                                                  |   |              |   |   |                               |   |   |        |  
|SUPPLEMENTAL DISCLOSURE                           |   |              |   |   |                               |   |   |        |  
|Interest paid                                     | $ | 378          |   | $ | -                             |   | $ | -      |  
|Income taxes paid                                 | $ | -            |   | $ | -                             |   | $ | -      |  
|                                                  |   |              |   |   |                               |   |   |        |  
|NON CASH INVESTING AND FINANCING ACTIVITIES       |   |              |   |   |                               |   |   |        |  
|Shares issued for subscription advances           | $ | 109,950      |   | $ | 109,950                       |   | $ | -      |  
|Shares issued for
      subscription receivable   | $ | (10,601      | ) | $ | (10,601                       | ) | $ | -      |  

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

F-4

---

|DEL TORO SILVER CORP.                                                 
|----------------------------------------------------------------------
|(An Exploration Stage Company)                                        
|INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
      (DEFICIT)
|FROM INCEPTION ON JANUARY 9, 2006 TO JANUARY 31,
      2011           
|(Unaudited - Prepared by Management)                                  
|                                                                      
|(Stated in US Dollars)                                                

|                                                                                           |  |               |  |   |            |  |   |         |  |   | Deficit       |   |   |            |   |   |               |   |   |           |  
|------------------------------------------------------------------------------------------ |  | ------------- |  | - | ---------- |  | - | ------- |  | - | ------------- | - | - | ---------- | - | - | ------------- | - | - | --------- | -
|                                                                                           |  |               |  |   |            |  |   |         |  |   | Accumulated   |   |   | Share      |   |   |               |   |   | Total     |  
|                                                                                           |  | Common Shares |  |   | Additional |  |   | During  |  |   | Subscriptions |   |   | Share      |   |   | Stockholders' |  
|                                                                                           |  | Number        |  |   |            |  |   | Paid In |  |   | Exploration   |   |   | Received   |   |   | Subscriptions |   |   | Equity    |  
|                                                                                           |  | of Shares     |  |   | Amount     |  |   | Capital |  |   | Stage         |   |   | In Advance |   |   | Receivable    |   |   | (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       | ) |   | -          |   |   | -             |   |   | -         |  
|Balance, October 31, 2006                                                                  |  | 8,750,000     |  |   | 8,750      |  |   | 114,750 |  |   | (22,176       | ) |   | -          |   |   | -             |   |   | 101,324   |  
|Shares issued for mineral
      property 
             @ $0.22 on
      September 7, 2007  |  | 10,000        |  |   | 10         |  |   | 2,190   |  |   | -             |   |   | -          |   |   | -             |   |   | 2,200     |  
|Net loss for the year                                                                      |  | -             |  |   | -          |  |   | -       |  |   | (69,538       | ) |   | -          |   |   | -             |   |   | (69,538   | )
|Balance, October 31, 2007                                                                  |  | 8,760,000     |  |   | 8,760      |  |   | 116,940 |  |   | (91,714       | ) |   | -          |   |   | -             |   |   | 33,986    |  
|Shares issued for mineral
      property 
             @ $0.488 on January
      16, 2008  |  | 20,000        |  |   | 20         |  |   | 9,740   |  |   | -             |   |   | -          |   |   | -             |   |   | 9,760     |  
|Net loss for the year                                                                      |  | -             |  |   | -          |  |   | -       |  |   | (86,666       | ) |   | -          |   |   | -             |   |   | (86,666   | )
|Balance, October 31, 2008                                                                  |  | 8,780,000     |  |   | 8,780      |  |   | 126,680 |  |   | (178,380      | ) |   | -          |   |   | -             |   |   | (42,920   | )
|Shares issued for cash @
      $0.15 
             on June 30, 2009                        |  | 1,055,135     |  |   | 1,055      |  |   | 157,215 |  |   | -             |   |   | -          |   |   | -             |   |   | 158,270   |  
|Net loss for the year                                                                      |  | -             |  |   | -          |  |   | -       |  |   | (135,825      | ) |   | -          |   |   | -             |   |   | (135,825  | )
|Balance, October 31, 2009                                                                  |  | 9,835,135     |  |   | 9,835      |  |   | 283,895 |  |   | (314,205      | ) |   | -          |   |   | -             |   |   | (20,475   | )
|Shares issued for mineral
      property 
             @ $0.17 on June 25,
      2010      |  | 150,000       |  |   | 150        |  |   | 25,350  |  |   | -             |   |   | -          |   |   | -             |   |   | 25,500    |  
|Shares issued for mineral
      property 
             @ $0.25 on July 7,
      2010       |  | 200,000       |  |   | 200        |  |   | 49,800  |  |   | -             |   |   | -          |   |   | -             |   |   | 50,000    |  
|Shares issued for consulting
      service 
             @ $0.21 on October
      20, 2010 |  | 100,000       |  |   | 100        |  |   | 20,900  |  |   | -             |   |   | -          |   |   | -             |   |   | 21,000    |  
|Shares issued for mineral
      property 
             @ $0.22 on October
      21, 2010   |  | 250,000       |  |   | 250        |  |   | 54,750  |  |   | -             |   |   | -          |   |   | -             |   |   | 55,000    |  
|Stock-based compensation                                                                   |  | -             |  |   | -          |  |   | 245,710 |  |   | -             |   |   | -          |   |   | -             |   |   | 245,710   |  
|Share subscriptions received in advance                                                    |  | -             |  |   | -          |  |   | -       |  |   | -             |   |   | 109,950    |   |   | -             |   |   | 109,950   |  
|Net loss for the period                                                                    |  | -             |  |   | -          |  |   | -       |  |   | (514,001      | ) |   | -          |   |   | -             |   |   | (514,001  | )
|                                                                                           |  |               |  |   |            |  |   |         |  |   |               |   |   |            |   |   |               |   |   |           |  
|Balance, October 31, 2010                                                                  |  | 10,535,135    |  |   | 10,535     |  |   | 680,405 |  |   | (828,206      | ) |   | 109,950    |   |   | -             |   |   | (27,316   | )
|Shares issued for cash @ $0.10                                                             |  |               |  |   |            |  |   |         |  |   |               |   |   |            |   |   |               |   |   |           |  
|on December 3, 2010                                                                        |  | 2,000,000     |  |   | 2,000      |  |   | 166,769 |  |   | -             |   |   | (109,950   | ) |   | (10,601       | ) |   | 48,218    |  
|Net loss for the period                                                                    |  | -             |  |   | -          |  |   | -       |  |   | (44,839       | ) |   | -          |   |   | -             |   |   | (44,839   | )
|Balance, January 31, 2011                                                                  |  | 12,535,135    |  | $ | 12,535     |  | $ | 847,174 |  | $ | (873,045      | ) | $ | -          |   | $ | (10,601       | ) | $ | (23,937   | )

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

F-5

---

|DEL TORO SILVER CORP.                                       
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
      STATEMENTS
|JANUARY 31, 2011                                            
|(Unaudited - Prepared by Management)                        
|(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
      $44,839 for the period ended January 31, 2011, and has an accumulated
      deficit of $873,045. 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. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These interim financial statements have been prepared in
      accordance with United States generally accepted accounting principles for
      financial information and with the instructions to Form 10-Q and Item
      310(b) of Regulation S. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation have been included. Operating results for the three months
      ended January 31, 2011 are not necessarily indicative of the results that
      may be expected for any interim period or an entire year. The Company
      applies the same accounting policies and methods in its interim financial
      statements as those in the most recent audited annual financial
      statements, except as discussed in Note 4 below.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated financial statements include the
      accounts of the Company and its wholly owned Mexican subsidiary, Mineral
      Plata Del Toro S.A. de C.V. All significant intercompany transactions have
      been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | RECENTLY ADOPTED ACCOUNTING
      PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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

F-6

---

|DEL TORO SILVER CORP.                                       
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
      STATEMENTS
|JANUARY 31, 2011                                            
|(Unaudited - Prepared by Management)                        
|(Stated in US Dollars)                                      

|4. | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | (ii)                                                        
|   |                                                             
|   | (iii)                                                       
|   |                                                             
|   | (v)                                                         
|   |                                                             
|   | (vi)                                                        

F-7

---

|DEL TORO SILVER CORP.                                       
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
      STATEMENTS
|JANUARY 31, 2011                                            
|(Unaudited - Prepared by Management)                        
|(Stated in US Dollars)                                      

|5. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                         |   | January 31, 2011 |  |   | October 31, 2010 | 
| | ----------------------- | - | ---------------- |  | - | ---------------- | 
| |                         |   |                  |  |   | Accumulated      | 
| |                         |   | Cost             |  |   | Amortization     | 
| |                         |   |                  |  |   |                  | 
| | Computer equipment      | $ | 1,477            |  | $ | 908              | 
| | Furniture and equipment |   | 3,053            |  |   | 1,382            | 
| |                         | $ | 4,530            |  | $ | 2,290            | 

|6. | DUE TO DIRECTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The amount due to the Companys director was non-interest
      bearing, unsecured and had no specific repayment terms.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Companys financial instruments consist of cash,
      receivables, accounts payable and accrued liabilities, and convertible
      debenture. Unless otherwise noted, it is managements opinion that the
      Company is not exposed to significant interest, currency, or credit risks
      arising from these financial instruments. The fair values of these
      financial instruments approximate their carrying values due to their short
      term-maturity or capacity of prompt liquidation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As at January 31, 2011, the Company had the following
      financial assets and liabilities denominated in Canadian
      dollars:                                                                                                                                                                                                                                                                                                                                                                            

Cdn dollarsCash
      $
      18,538Receivables
      $
      12,535Accounts payable
      $
      27,488


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 January 31, 2011, Canadian dollar amounts were
converted at a rate of $1.0015 Canadian dollars to $1.00 U.S. dollar.

F-8

---

|DEL TORO SILVER CORP.                                       
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
      STATEMENTS
|JANUARY 31, 2011                                            
|(Unaudited - Prepared by Management)                        
|(Stated in US Dollars)                                      

|8. | CONVERTIBLE DEBENTURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective September 8, 2010, the Company closed a
      convertible debt financing with Asher Enterprises, Inc. pursuant to a
      securities purchase agreement dated August 25, 2010. Under the terms of
      the Agreement, the Company issued an 8% convertible note (the Note) in
      the aggregate principal amount of $55,000, unsecured, maturing on May 27,
      2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Note may be converted into shares of the Companys
      common stock at a rate of 58% of the market price on any conversion date,
      any time after 180 days from August 25, 2010, i.e. February 21, 2011,
      subject to adjustments as further set out in the Note. After the maturity
      date May 27, 2011, any unpaid principal or interest on the Note will bear
      interest at a rate of 22% per annum. The Company has the right to repay
      the note within 180 days from August 25, 2010, in consideration of the
      payment of cash equal to 150% of the outstanding principal amount of the
      Note, plus accrued interest. To January 31, 2011, interest has been
      accrued in the amount of $22,917.                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | After the Note becomes convertible on February 21, 2011,
      the Company will account for the convertible debenture according to Note 3
      (o) from the annual audited consolidated financial statements for the year
      ended October 31, 2010. The liability component of the debt will be
      classified as current liabilities and the equity component will be
      considered a redeemable security and presented as redeemable equity on the
      balance sheet if the debt is considered current at the balance sheet
      date.                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | DOS NACIONES PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company entered into an option agreement Option
      Agreement) to acquire a 50% undivided interest, and an option (the
      Option) to acquire a further 20% interest in the Dos Naciones Property
      (the Property), located in state of Sonora, Mexico, with Yale Resources
      Ltd. (Yale), a company with an officer who is also an officer and
      director of the Company on July 7, 2009, amended June 25, 2010 and October
      21, 2010. In consideration of the transfer of a 50% undivided interest in
      the Property, the Company agreed to pay a purchase price of $29,658
      (CAD$35,000) (paid). To exercise the Option to acquire a further 20%
      interest in the Property, the Company is required to issue securities and
      fund exploration, development and other expenditures (the Expenditures)
      on the Property as follows:

| | i)   | Upon signing June 25, 2010 amended agreement, issue
      150,000 shares of common stock to Yale (issued);                  
| | ---- | ----------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                             
| | ii)  | On or before July 7, 2010, issue 200,000 shares of common
      stock to Yale (issued);                                     
| |      |                                                                                                                             
| | iii) | Upon signing October 21, 2010 amended agreement, issue
      250,000 shares of common stock to Yale (issued);               
| |      |                                                                                                                             
| | iv)  | On or before July 7, 2012, issue 400,000 shares of common
      stock to Yale; and                                          
| |      |                                                                                                                             
| | v)   | On or before July 7, 2013, fund expenditures on the
      exploration program on the Property aggregating
      CDN$800,000.

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-9

---

|DEL TORO SILVER CORP.                                       
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
      STATEMENTS
|JANUARY 31, 2011                                            
|(Unaudited - Prepared by Management)                        
|(Stated in US Dollars)                                      

|10. | CAPITAL STOCK
|--- | -------------
|    |              
|    | a)           
|    |              
|    |              
|    |              
|    | b)           
|    |              
|    |              

| |                                             |  |                  |  |   | Weighted Average | 
| | ------------------------------------------- |  | ---------------- |  | - | ---------------- | 
| |                                             |  | Number of Shares |  |   | Exercise Price   | 
| | Balance, October 31, 2009                   |  | -                |  | $ | -                | 
| | Granted                                     |  | 1,500,000        |  |   | 0.10             | 
| | Options exercisable at October 31, 2010     |  | 1,500,000        |  | $ | 0.10             | 
| |                                             |  |                  |  |   |                  | 
| | Weighted average remaining contractual life |  | 1.60 years       |  |   |                  | 

| |    | On January 31, 2011, the Company had outstanding
      1,500,000 stock options, exercisable at a price of $0.10 per common share,
      on or before September 7, 2012.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                        
| | c) | Share purchase warrants                                                                                                                                                
| |    |                                                                                                                                                                        
| |    | As at October 31, 2010, the Company has share purchase
      warrants outstanding entitling the holders to acquire common shares as
      follows:                     

| | Exercise                                          |                  | Outstanding at   |           |                  |         | Outstanding at  
| | ------------------------------------------------- | ---------------- | ---------------- | --------- | ---------------- | ------- | ----------------
| | Price                                             | Expiry Date      | October 31, 2010 | Issued    | Exercised        | Expired | January 31, 2011
| | $0.30                                             | June 30, 2011    | 1,055,135        | -         | -                | -       | 1,055,135       
| | $0.25                                             | December 3, 2012 | -                | 2,000,000 | -                | -       | 2,000,000       
| |                                                   |                  | 1,055,135        | 2,000,000 | -                | -       | 3,055,135       
| | Weighted
      average remaining contractual life |                  |                  |           | 1.35
      years

11.             
  SUBSEQUENT EVENTS

500,000 stock options expired without
  exercise on March 5, 2011.

165,517 common shares were issued on
  March 11, 2011 pursuant to the convertible debenture agreement dated August 25,
  2010 (see note 8) to convert $12,000 of the principal amount.

The Company has evaluated subsequent
events and has determined that there are no other events to disclose.

F-10

---

4

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

This quarterly 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,
expects, plans, anticipates, believes, estimates, predicts,
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
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 quarterly 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 quarterly report, the terms we, us, our,
and Del Toro mean Del Toro Silver Corp., unless the context clearly requires
otherwise.

---

5

Our Current Business

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

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

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

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

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

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

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

---

6

Recent Corporate Developments

Since the commencement of our first quarter ended January 31,
2011, we experienced the following significant corporate developments:

|1. | In December, 2010 we completed an ASTER (Satellite
      Imaging) study on the Dos Naciones property and surrounding mines, and
      continued our field work consisting of detailed geological mapping,
      sampling and prospecting towards identifying drill targets. A follow up
      field program in the area was commenced in January, 2011 to expand the
      mapping and sampling of the surrounding areas based on the ASTER report
      study. Based on the results of our past field program we intend to
      commence a drill program in April, 2011 on the La Espanola target to
      obtain further information on mineralization occurrences on the
    area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Effective December 3, 2010, we issued 2,000,000 units at
      a price of $0.10 per unit for gross proceeds of $200,000. Each unit
      consisted of one share of common stock and one share purchase warrant
      entitling the warrant holder to purchase an additional share of common
      stock at a price of $0.25 per share for a period of two years from
      closing. We issued an aggregate of 1,930,000 units to twenty-seven
      subscribers that each represented that they were not a US person (as that
      term is defined in Regulation S of the Securities Act of 1933, as amended)
      in an offshore transaction pursuant to Regulation S and/or Section 4(2) of
      the Securities Act of 1933, as amended. We issued an additional 70,000
      units to two U.S. persons, who represented that they were accredited
      investors (as that term is defined in Rule 501 of Regulation D,
      promulgated by the Securities and Exchange Commission pursuant to the
      Securities Act of 1933, as amended, pursuant to Rule 506 of Regulation D
      and/or Section 4(2) of the Securities Act of 1933, as amended.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Effective February 3, 2011, Richard Tschauder resigned as
      a director of the Company. The resignation was not as a result of any
      disagreement relating to the Companys operations, policies or
      practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Plan of Operation

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

We intend to conduct a two phase exploration program on the Dos
Naciones Property at an aggregate estimated cost of $450,000. The first phase of
our exploration program was completed during the quarter ended October 31, 2010.
The first phase consisted of detailed geological mapping, sampling, hand
trenching and prospecting. In July, 2010 the Companys operator on the Dos
Nactiones property engaged geological consultants to conduct mapping and
sampling on the property. The Company has commenced the second phase of its
exploration program. If the results of the second phase of our exploration
program warrant the continuation into the third phase of the program, we intend
to conduct the third phase of the program consisting of diamond drilling and IP
surveys of the entire property. If the results of the second phase of our
exploration program warrant the continuation into the third phase of the
program, we intend to conduct the third phase of the program consisting of
further diamond drilling of identified IP anomalies from Phase II at an
estimated cost of $180,000. A detailed breakdown of the proposed budget and work
exploration program is as follows:

Estimated Dos Naciones Work Program Costs

Phase One

---

7

Detailed 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:
        $
        9,000
 Total geological mapping,
      stripping and trenching:
    $
    51,000Report preparationFor reporting on all of the above work,
      including drafting:
    $
    2,500Subtotal Phase One
    $
    53,500


Phase Two**IP surveying in area of
      aeromagnetic low**15 days of surveying along cut grid lines
      with pickets 
      at 25 m intervals (slope distance)at an all-inclusive
      cost
    $
    30,000**Diamond
      drilling to test mineralized vein structures at Josefina**500 meters at an all-inclusive (drilled,
      logged, split, sampled, water haul) 
      cost of $180 per meter:
    $
    90,000**Diamond
      drilling to test mineralized vein structures at Dos**
      Naciones300 meters at an all-inclusive (drilled,
      logged, split, sampled, water haul) 
      cost of $180 per meter:
    $
    54,000Subtotal Phase Two
    $
    174,000


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

Diamond drilling in area of IP chargeability
anomalies

1,000 meters at an all-inclusive (drilled, logged, split,
sampled, water haul)

cost of $180 per meter:
    $
    180,000Subtotal Phase Three
    $
    180,000Contingency 10%
    $
    42,500TOTAL THREE PHASE PROGRAM:
    $
    450,000


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

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

Anticipated Cash Requirements

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

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8

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

As of January 31, 2011 we had cash of $92,911. Effective
December 3, 2010, we issued 2,000,000 units at a price of $0.10 per unit for
gross proceeds of $200,000. Each unit consisted of one share of common stock and
one share purchase warrant entitling the warrant holder to purchase an
additional share of common stock at a price of $0.25 per share for a period of
two years from closing. Based on the above estimate of $235,000 for our expenses
for the next twelve months we do not have enough funds to proceed with our plan
of operation over the next twelve months. We plan to rely on the equity
financing in order to raise any additional funds necessary to pursue our plan of
operation and to fund our working capital deficit in order to enable us to pay
our accounts payable and accrued liabilities. We currently do not have any
arrangements in place for the completion of any equity financings and there is
no assurance that we will be successful in completing any equity financings.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three month
period ended January 31, 2011 which are included herein.

Our operating results for the three month period ended January
31, 2011 and 2010 are summarized as follows:

Three Months EndedJanuary 31,2011
    
    
    2010Revenue
    $
    -
    
    $
    -Operating Expenses
    
    44,839
    
    
    6,464Net Loss
    
    44,839
    
    $
    6,464


Revenues

We have not earned any revenues to date. We do not anticipate
earning revenues from our planned mineral operations until such time as we enter
into commercial production of the Doc Naciones Property, or other mineral
properties we may acquire from time to time of which there is no assurance.

Expenses

Our expenses for the three month period ended January 31, 2011
and 2010 are outlined in the table below:

PercentageThree Months Ended
      
      
      Increase /January 31
      
      
      (Decrease)2011
      
      
      2010General and Administrative ExpensesProfessional Fees
      $
      4,198
      
      $
      6,080
      
      
      (30.9%
      )Advertising
      
      160
      
      
      -
      
      
      100%Amortization
      
      134
      
      
      176
      
      
      (23.8%
      )Bank Charges and Interest
      
      91
      
      
      37
      
      
      145.9%Foreign Exchange Loss (gain)
      
      1,273
      
      
      112
      
      
      1,036%Interest
      
      22,917
      
      
      -
      
      
      100%




---

9

Office expenses
    
    149
    
    
    59
    
    
    152.5%Transfer Agent
    
    4,599
    
    
    -
    
    
    100%Rent
    
    1,493
    
    
    -
    
    
    100%Shareholders Communications
    
    2,034
    
    
    -
    
    
    100%Filing Fees
    
    1,790
    
    
    -
    
    
    100%Total
    $
    38,838
    
    $
    6,464
    
    
    500.8%


General and Administrative

The $32,374 increase in our general and administrative expenses
for the three month period ended January 31, 2011 compared to January 31, 2010
was primarily due to: (i) a $22,917 increase in interest expenses associated
with our outstanding convertible loans; and (ii) an increase in transfer agent
and shareholder communication expenses.

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and legal fees. Our professional fees decreased by 30.9% during the
period ended January 31, 2011. Professional fees are expected to increase during
fiscal 2011 due to our ongoing reporting obligations of the Securities Exchange
Act of 1934.

Liquidity And Capital Resources

Working Capital

|                    |   |                  |   |   |               |   |  | Percentage |  
|------------------- | - | ---------------- | - | - | ------------- | - |  | ---------- | -
|                    |   | As at            |   |   | As at October |   |  | Increase / |  
|                    |   | January 31, 2011 |   |   | 31, 2010      |   |  | (Decrease) |  
|Current Assets      | $ | 105,484          |   | $ | 91,118        |   |  | 15.8%      |  
|Current Liabilities | $ | 131,661          |   | $ | 130,012       |   |  | 1.3%       |  
|Working Capital     | $ | (26,177          | ) | $ | (38,894       | ) |  | (32.7%     | )

Cash Flows

Three Month
    
    
    Three MonthPeriod Ended
    
    
    Period EndedJanuary 31, 2011
    
    
    January 31, 2010Cash used in Operating
      Activities
    $
    45,660
    
    $
    (173
    )Cash provided by Investing Activities
    $
    -
    
    $
    -Cash provided by Financing
      Activities
    $
    55,764
    
    $
    -Net Increase (Decrease) in Cash
    $
    10,104
    
    $
    (173
    )


We anticipate that we will incur approximately $235,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next twelve months. As of the date of this report we had cash of $92,911,
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 $45,660
during the three period ended January 31, 2011 and $173 during the three month
period ended January 31, 2010. Cash used in operating activities was funded by
cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three month period ended January 31, 2011.

---

10

Cash from Financing Activities

We generated cash of $55,764 from financing activities during
the three month period ended January 31, 2011 compared to cash of $Nil generated
from financing activities during the three month period ended January 31,
2010.

Disclosure of Outstanding Share Data

As at the date of this quarterly report, the Company had
12,700,652 shares of common stock issued and outstanding, and 3,055,135 warrants
outstanding. 1,055,135 of the warrants are exercisable at a price of $0.30 per
share until June 30, 2011 and 2,000,000 of the warrants are exercisable at a
price of $0.25 per share until December 3, 2012. We have 1,000,000 options to
acquire additional shares of common stock at a price of $0.10 per share. We do
not have shares of any other class issued and outstanding as at the date of this
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 January 31, 2011, our company has accumulated losses of
$873,045 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, 2010, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our shares
of 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.

Risks And Uncertainties

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 onexploration. If we do not discover any mineral resource in a
commercially exploitable quantity, our business could fail.

---

11

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.

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.

---

12

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.

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.

---

13

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.

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.

---

14

Consequently, the lack of training and experience of our
management in this industry could result in management making decisions that
could result in a reduced likelihood of our being able to locate commercially
exploitable reserves on our mineral property with the result that we would not
be able to achieve revenues or raise further financing to continue exploration
activities. In addition, we will have to rely on the technical services of
others with expertise in geological exploration in order for us to carry out our
planned exploration program. If we are unable to contract for the services of
such individuals, it will make it difficult and maybe impossible to pursue our
business plan. There is thus a higher risk that our operations, earnings and
ultimate financial success could suffer irreparable harm and our business will
likely fail.

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

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

Risks Related to Our Company

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

We have been in the business of exploring mineral resource
properties since January 2006 and we have not yet located any mineral reserve.
As a result, we have never had any revenues from our operations. In addition,
our operating history has been restricted to the acquisition and exploration of
our mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to
base any assumption as to the likelihood that we will prove successful and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.

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

We have not generated any revenue from operations since our
incorporation and we anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to identify a mineral
resource in a commercially exploitable quantity on one or more of our mineral
properties and we build and operate a mine. At January 31, 2011, we had working
capital deficit of $26,177. We incurred a net loss of $44,839 for the three
month period ended January 31, 2011 and $873,045 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.

---

15

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

Risks Associated with Our Common Stock

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

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

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

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the
penny stock market. 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.

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Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Exchange Act, our principal
executive officer and 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 report. Based
on this evaluation, these officers concluded that as of the end of the period
covered by this report, 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
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 the following material weaknesses in
internal control over financial reporting 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. Management anticipates that such
disclosure controls and procedures will not be effective until the material
weaknesses are remediated.

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

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

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
  reporting during the fiscal quarter ended January 31, 2011 that have materially
  affected or are reasonably likely to materially affect, our internal control
  over financial reporting.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  by our company in the reports that we file or submit under the Exchange Act is
  recorded, processed, summarized and reported, within the time periods specified
  in the SECs rules and forms. Disclosure controls and procedures include,
  without limitation, controls and procedures designed to ensure that information
  required to be disclosed by our company in the reports that we file or submit
  under the Exchange Act is accumulated and communicated to our management, including our principal
  executive officer and principal financial officer, as appropriate, to allow
  timely decisions regarding required disclosure.

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18

PART II - OTHER INFORMATION

ITEM 1. 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 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

Other than as disclosed below, we have not sold any equity
securities that were not registered under the Securities Act since the
commencement of our fiscal quarter ended January 31, 2011.

On March 11, 2011, we issued 165,517 shares of our common stock
to Asher Enterprises, Inc. pursuant to our 8% convertible note with Asher dated
August 25, 2010 in the amount of $55,000. Asher Enterprises provided the Company
with a notice to convert $12,000 of the principal amount of the note. The shares
were issued to Asher Enterprises pursuant to Rule 506 of Regulation D and/or
Section 4(2) of the Securities Act of 1933 on the basis that Asher represented
to the Company that they are an accredited investor as such term is defined in
Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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)


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10.4
    Letter of Intent between Candev Resource
      Exploration Inc. and Yale Resources Ltd. dated February 24, 2009 (filed as
    an exhibit to our Quarterly Report on Form 10-Q, filed on June 18, 2009)10.5
    Amendment to Letter of Intent between Candev
      Resource Exploration Inc. and Yale Resources Ltd. dated March 11, 2009
      (filed as an exhibit to our Quarterly Report on Form 10-Q, filed on June
      18, 2009)10.6
    Form of Subscription Agreement for the Private
      Placement Completed on June 30, 2009 (incorporated by reference to an
      exhibit to our Current Report on Form 8-K, filed on July 8, 2009)10.7
    Option Agreement dated July 7, 2009 between
      Yale Resources Ltd. and our company (incorporated by reference to an
      exhibit to our Current Report on Form 8-K, filed on July 15, 2009)10.8
    Subscription Agreement between Mark McLeary and
      Candev Resource Exploration Inc. (incorporated by reference to an exhibit
      to Schedule 13D filed on July 16, 2009)10.9
    Amendment to Option Agreement between Del Toro
      Silver Corp. and Yale Resources Ltd. dated June 25, 2010 (incorporated by
      reference to an exhibit to our Current Report on Form 8-K, filed on June
      29, 2010)10.10
    Investor Relations Agreement with Goal Capital
      LLC dated July 15, 2010 (incorporated by reference to an exhibit to our
      Quarterly Report on Form 10-Q, filed on September 20, 2010)10.11
    Convertible Promissory Note dated August 25,
      2010 (incorporated by reference to an exhibit to our Quarterly Report on
      Form 10-Q, filed on September 20, 2010)10.12
    Securities Purchase Agreement dated August 23,
      2010 (incorporated by reference to an exhibit to our Quarterly Report on
      Form 10-Q, filed on September 20, 2010)10.13
    2010 Stock Option Plan (incorporated by
      reference to an exhibit to our Quarterly Report on Form 10-Q, filed on
      September 20, 2010)10.14
    Amendment #2 to Option Agreement between Del
      Toro Silver Corp. and Yale Resources Ltd. dated October 21, 2010
      (incorporated by reference to an exhibit to our Current Report on Form 8-K
      filed on October 25, 2010)10.15
    Form of Subscription Agreement for the Private
      Placement completed on December 3, 2010 (incorporated by reference to an
    exhibit to our Annual Report on Form 10-K filed on February 15, 2011)10.16
    Form of US Subscription Agreement for the
      Private Placement completed on December 3, 2010 (incorporated by reference
      to an exhibit to our Annual Report on Form 10-K filed on February 15,
      2011)14.1
    Code of Ethics (filed as an exhibit to our
      Quarterly Report on Form 10-QSB filed on September 19, 2007)31.1*
    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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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant 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:        March 17, 2011

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

Date:         March 17, 2011

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