---

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 July 31, 2009

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

For the transition period from _________ to ________

Commission File Number: 000-52499

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

|Nevada                                                               | 98-0515290                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

400  409 Granville Street, Vancouver, British Columbia
V6C 1T2 Canada(Address of principal executive offices) (Zip
Code)

(775) 338-2598(Registrants telephone number,
including area code)

CANDEV RESOURCE EXPLORATION, INC.(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[ ] (does not yet apply to registrant)

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.

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

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- 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 Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes[ ] No[ ] N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. As of
September 18, 2009, there were 9,835,135 shares of common stock, par value
$0.001, outstanding.

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- 3 -

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

---

|DEL TORO SILVER CORP.                            
|-------------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)     
|(An Exploration Stage Company)                   
|FINANCIAL STATEMENTS                             
|FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2009
|(Unaudited - Prepared by Management)             
|                                                 
|(Stated in US Dollars)                           





------INDEX ------Interim Balance SheetsInterim Statements of OperationsInterim Statements of Cash FlowsInterim Statement of Stockholders Equity (Deficit)Notes to the Interim Financial
        Statements




F-1

---

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

|                                                               |   | July 31  |   |   | October 31 |  
|-------------------------------------------------------------- | - | -------- | - | - | ---------- | -
|                                                               |   | 2009     |   |   | 2008       |  
|                                                               |   |          |   |   |            |  
|ASSETS                                                         |  
|                                                               |   |          |   |   |            |  
|CURRENT ASSETS                                                 |   |          |   |   |            |  
|Cash                                                           | $ | 23,633   |   | $ | 225        |  
|Receivables                                                    |   | 2,166    |   |   | 2,867      |  
|                                                               |   |          |   |   |            |  
|Total Current Assets                                           |   | 25,799   |   |   | 3,092      |  
|Property and equipment (Note 5)                                |   | 3,309    |   |   | 4,003      |  
|                                                               |   |          |   |   |            |  
|Total Assets                                                   | $ | 29,108   |   | $ | 7,095      |  
|                                                               |   |          |   |   |            |  
|                                                               |   |          |   |   |            |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)           |  
|                                                               |   |          |   |   |            |  
|CURRENT LIABILITIES                                            |   |          |   |   |            |  
|Accounts payable and accrued liabilities                       | $ | 7,996    |   | $ | 18,781     |  
|Due to director                                                |   | -        |   |   | 31,234     |  
|                                                               |   |          |   |   |            |  
|Total Liabilities                                              |   | 7,996    |   |   | 50,015     |  
|                                                               |   |          |   |   |            |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                 |   |          |   |   |            |  
|Authorized:                                                    |   |          |   |   |            |  
|100,000,000 preferred shares,
      par value $0.001 per share |   |          |   |   |            |  
|100,000,000 common shares, par value $0.001
      per share    |   |          |   |   |            |  
|Issued and outstanding:                                        |   |          |   |   |            |  
|9,835,135 (2008 - 8,780,000) common shares                     |   | 9,835    |   |   | 8,780      |  
|Additional paid in capital                                     |   | 283,895  |   |   | 126,680    |  
|Subscriptions receivable                                       |   | (490     | ) |   | -          |  
|Deficit - Accumulated during exploration
      stage           |   | (272,128 | ) |   | (178,380   | )
|                                                               |   |          |   |   |            |  
|Total Stockholders' Equity (Deficit)                           |   | 21,112   |   |   | (42,920    | )
|                                                               |   |          |   |   |            |  
|Total Liabilities and Stockholders' Equity                     | $ | 29,108   |   | $ | 7,095      |  

Going concern (Note 2)

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

F-2

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|INTERIM STATEMENTS OF OPERATIONS            
|(Unaudited - Prepared by Management)        
|                                            
|(Stated in US Dollars)                      

|                                                   |   | Cumulative   |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|-------------------------------------------------- | - | ------------ | ----- | - | -------------------------- | ----- | - | ------------------------- | ----- | - | --------- | ----- | - | --------- | -
|                                                   |   | Amounts      |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   | from         |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   | Inception to |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   | July 31      |       |   | Three Months Ended July 31 |       |   | Nine Months Ended July 31 |      
|                                                   |   | 2009         |       |   | 2009                       |       |   | 2008                      |       |   | 2009      |       |   | 2008      |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|GENERAL AND ADMINISTRATIVE EXPENSES                |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|Accounting and auditing                            | $ | 63,256       |       | $ | 5,042                      |       | $ | 3,900                     |       | $ | 10,104    |       | $ | 17,840    |  
|Advertising and promotion                          |   | 6,272        |       |   | 1,154                      |       |   | -                         |       |   | 1,154     |       |   | 3,260     |  
|Amortization                                       |   | 1,221        |       |   | 231                        |       |   | -                         |       |   | 694       |       |   | -         |  
|Bank charges and interest                          |   | 598          |       |   | 140                        |       |   | 19                        |       |   | 292       |       |   | 120       |  
|Consulting                                         |   | 12,185       |       |   | -                          |       |   | -                         |       |   | 2,185     |       |   | 10,000    |  
|Filing fees                                        |   | 5,766        |       |   | 1,765                      |       |   | -                         |       |   | 5,766     |       |   | -         |  
|Foreign exchange (gain) loss                       |   | (6,243       | )     |   | (1,481                     | )     |   | (622                      | )     |   | (1,972    | )     |   | (484      | )
|Legal                                              |   | 98,305       |       |   | 5,229                      |       |   | 2,479                     |       |   | 27,741    |       |   | 28,135    |  
|Meals and entertainment                            |   | 2,319        |       |   | -                          |       |   | -                         |       |   | 1,000     |       |   | 1,319     |  
|Office and sundry                                  |   | 1,536        |       |   | 127                        |       |   | 350                       |       |   | 295       |       |   | 350       |  
|Rent                                               |   | 5,389        |       |   | 1,324                      |       |   | -                         |       |   | 5,389     |       |   | -         |  
|Telephone                                          |   | 472          |       |   | 186                        |       |   | -                         |       |   | 472       |       |   | -         |  
|Transfer agent                                     |   | 4,123        |       |   | -                          |       |   | 203                       |       |   | 745       |       |   | 793       |  
|Travel and accommodation                           |   | 2,193        |       |   | -                          |       |   | -                         |       |   | -         |       |   | 2,193     |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   | 197,392      |       |   | 13,717                     |       |   | 6,329                     |       |   | 53,865    |       |   | 63,526    |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|MINERAL PROPERTY EXPENSES                          |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|Acquisition                                        |   | 43,918       |       |   | 29,658                     |       |   | -                         |       |   | 29,658    |       |   | 9,760     |  
|Exploration                                        |   | 30,818       |       |   | -                          |       |   | -                         |       |   | 10,225    |       |   | 3,467     |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   | 74,736       |       |   | 29,658                     |       |   | -                         |       |   | 39,883    |       |   | 13,227    |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|NET AND COMPREHENSIVE LOSS                         | $ | (272,128     | )     | $ | (43,375                    | )     | $ | (6,329                    | )     | $ | (93,748   | )     | $ | (76,753   | )
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|BASIC AND DILUTED NET LOSS PER COMMON SHARE        |   | $            | (0.00 | ) | $                          | (0.00 | ) | $                         | (0.01 | ) | $         | (0.01 | )
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|                                                   |   |              |       |   |                            |       |   |                           |       |   |           |       |   |           |  
|WEIGHTED AVERAGE NUMBER OF BASIC
      AND DILUTED |   |              |       |   |                            |       |   |                           |       |   |           |       |  
|COMMON SHARES OUTSTANDING                          |   |              |       |   | 9,135,535                  |       |   | 8,780,000                 |       |   | 8,899,814 |       |   | 8,780,000 |  

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

F-3

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|INTERIM STATEMENTS OF CASH FLOWS            
|(Unaudited - Prepared by Management)        
|                                            
|(Stated in US Dollars)                      

|                                                  |   | Cumulative   |   |   |                           |   |   |         |  
|------------------------------------------------- | - | ------------ | - | - | ------------------------- | - | - | ------- | -
|                                                  |   | Amounts      |   |   |                           |   |   |         |  
|                                                  |   | from         |   |   |                           |   |   |         |  
|                                                  |   | Inception to |   |   |                           |   |   |         |  
|                                                  |   | July 31      |   |   | Nine Months Ended July 31 |  
|                                                  |   | 2009         |   |   | 2009                      |   |   | 2008    |  
|                                                  |   |              |   |   |                           |   |   |         |  
|                                                  |   |              |   |   |                           |   |   |         |  
|OPERATING ACTIVITIES                              |   |              |   |   |                           |   |   |         |  
|Net loss for the period                           | $ | (272,128     | ) | $ | (93,748                   | ) | $ | (76,753 | )
|Items not
      affecting cash                    |   |              |   |   |                           |   |   |         |  
|Shares issued for
      mineral property          |   | 11,960       |   |   | -                         |   |   | 9,760   |  
|Amortization                                      |   | 1,221        |   |   | 694                       |   |   | -       |  
|Changes in operating assets and
      liabilities |   |              |   |   |                           |   |   |         |  
|Receivables                                       |   | (2,166       | ) |   | 701                       |   |   | (2,429  | )
|Prepaid expenses and deposits                     |   | -            |   |   | -                         |   |   | 1,000   |  
|Accounts payable and accrued liabilities          |   | 7,996        |   |   | (10,785                   | ) |   | 26,810  |  
|                                                  |   |              |   |   |                           |   |   |         |  
|Cash used in
      operating activities           |   | (253,117     | ) |   | (103,138                  | ) |   | (41,612 | )
|                                                  |   |              |   |   |                           |   |   |         |  
|INVESTING ACTIVITY                                |   |              |   |   |                           |   |   |         |  
|Equipment acquired                                |   | (4,530       | ) |   | -                         |   |   | -       |  
|                                                  |   |              |   |   |                           |   |   |         |  
|Cash used in investing
      activities           |   | (4,530       | ) |   | -                         |   |   | -       |  
|                                                  |   |              |   |   |                           |   |   |         |  
|FINANCING ACTIVITIES                              |   |              |   |   |                           |   |   |         |  
|Advances from
      (to) director                 |   | -            |   |   | (31,234                   | ) |   | -       |  
|Common stock issued for cash                      |   | 281,280      |   |   | 157,780                   |   |   | -       |  
|                                                  |   |              |   |   |                           |   |   |         |  
|Cash provided by financing
      activities       |   | 290,631      |   |   | 126,546                   |   |   | -       |  
|                                                  |   |              |   |   |                           |   |   |         |  
|NET INCREASE (DECREASE) IN CASH                   |   | 23,633       |   |   | 23,408                    |   |   | (41,612 | )
|                                                  |   |              |   |   |                           |   |   |         |  
|CASH, BEGINNING OF PERIOD                         |   | -            |   |   | 225                       |   |   | 42,630  |  
|                                                  |   |              |   |   |                           |   |   |         |  
|CASH, END OF PERIOD                               | $ | 23,633       |   | $ | 23,633                    |   | $ | 1,018   |  
|                                                  |   |              |   |   |                           |   |   |         |  
|                                                  |   |              |   |   |                           |   |   |         |  
|SUPPLEMENTAL DISCLOSURE                           |   |              |   |   |                           |   |   |         |  
|Interest paid                                     | $ | -            |   | $ | -                         |   | $ | -       |  
|Income taxes
      paid                           | $ | -            |   | $ | -                         |   | $ | -       |  

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

F-4

---

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

|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   | Deficit       |   |   |           |  
|---------------------------------- |  | ------------- |  | - | ---------- |  | - | ------- |  | - | ------------- | - | - | ------------- | - | - | --------- | -
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   | Accumulated   |   |   | Total     |  
|                                   |  | Common Shares |  |   | Additional |  |   |         |  |   | During        |   |   | Stockholders' |  
|                                   |  | Number        |  |   |            |  |   | Paid In |  |   | Subscriptions |   |   | Exploration   |   |   | Equity    |  
|                                   |  | of Shares     |  |   | Amount     |  |   | Capital |  |   | Receivable    |   |   | Stage         |   |   | (Deficit) |  
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Shares issued for cash @ $0.001    |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|on January 13, 2006                |  | 5,500,000     |  | $ | 5,500      |  | $ | -       |  | $ | -             |   | $ | -             |   | $ | 5,500     |  
|Shares issued for cash @ $0.01     |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|on August 24, 2006                 |  | 2,300,000     |  |   | 2,300      |  |   | 20,700  |  |   | -             |   |   | -             |   |   | 23,000    |  
|Shares issued for cash @ $0.10     |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|on October 31, 2006                |  | 950,000       |  |   | 950        |  |   | 94,050  |  |   | -             |   |   | -             |   |   | 95,000    |  
|Net loss for the year              |  | -             |  |   | -          |  |   | -       |  |   | -             |   |   | (22,176       | ) |   | (22,176   | )
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Balance, October 31, 2006          |  | 8,750,000     |  |   | 8,750      |  |   | 114,750 |  |   | -             |   |   | (22,176       | ) |   | 101,324   |  
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Shares issued for mineral property |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|@ $0.22 on September 7, 2007       |  | 10,000        |  |   | 10         |  |   | 2,190   |  |   | -             |   |   | -             |   |   | 2,200     |  
|Net loss for the year              |  | -             |  |   | -          |  |   | -       |  |   | -             |   |   | (69,538       | ) |   | (69,538   | )
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Balance, October 31, 2007          |  | 8,760,000     |  |   | 8,760      |  |   | 116,940 |  |   | -             |   |   | (91,714       | ) |   | 33,986    |  
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Shares issued for mineral property |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|@ $0.488 on January 16, 2008       |  | 20,000        |  |   | 20         |  |   | 9,740   |  |   | -             |   |   | -             |   |   | 9,760     |  
|Net loss for the year              |  | -             |  |   | -          |  |   | -       |  |   | -             |   |   | (86,666       | ) |   | (86,666   | )
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Balance, October 31, 2008          |  | 8,780,000     |  |   | 8,780      |  |   | 126,680 |  |   | -             |   |   | (178,380      | ) |   | (42,920   | )
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Shares issued for cash @ $0.15     |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|on June 30, 2009                   |  | 1,055,135     |  |   | 1,055      |  |   | 157,215 |  |   | (490          | ) |   | -             |   |   | 157,780   |  
|Net loss for the period            |  | -             |  |   | -          |  |   | -       |  |   | -             |   |   | (93,748       | ) |   | (93,748   | )
|                                   |  |               |  |   |            |  |   |         |  |   |               |   |   |               |   |   |           |  
|Balance, July 31, 2009             |  | 9,835,135     |  | $ | 9,835      |  | $ | 283,895 |  | $ | (490          | ) | $ | (272,128      | ) | $ | 21,112    |  

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

F-5

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|JULY 31, 2009                               
|(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
      $93,748 for the nine months ended July 31, 2009, and has an accumulated
      deficit of $272,128. 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 nine months
      ended July 31, 2009 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.



F-6

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|JULY 31, 2009                               
|(Unaudited - Prepared by Management)        
|                                            
|(Stated in US Dollars)                      

|4. | RECENTLY ADOPTED ACCOUNTING
      PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Effective November 1, 2008, the Company adopted Statement
      of Financial Accounting Standards No. 157, Fair Value Measurements
      (SFAS 157). SFAS 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP),
      and expands disclosures about fair value measurements. The adoption of
      SFAS 157 has not had any impact on the Companys financial position,
      results of operations, or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Effective November 1, 2008, the Company adopted Statement
      of Financial Accounting Standards No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits
      entities to choose to measure many financial instruments, and certain
      other items, at fair value. The adoption of SFAS 159 has not had any
      impact on the Companys financial position, results of operations, or cash
      flows.                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Effective May 1, 2009, the Company adopted Statement of
      Financial Accounting Standards No. 165, Subsequent Events (SFAS 165).
      SFAS 165 establishes general standards of accounting for and disclosure of
      subsequent events. The adoption of SFAS 165 has not had any impact on the
      Companys financial position, results of operations, or cash
      flows.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                         |   | July 31, 2009 |  |   | October 31, 2008 | 
| | ----------------------- | - | ------------- |  | - | ---------------- | 
| |                         |   |               |  |   | Accumulated      | 
| |                         |   | Cost          |  |   | Amortization     | 
| |                         |   |               |  |   |                  | 
| | Computer equipment      | $ | 1,477         |  | $ | 504              | 
| | Furniture and equipment |   | 3,053         |  |   | 717              | 
| |                         | $ | 4,530         |  | $ | 990              | 

|6. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Companys financial instruments consist of cash,
      receivables and accounts payable and accrued liabilities. 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 July 31, 2009, the Company had the following
      financial assets and liabilities denominated in Canadian
      dollars:                                                                                                                                                                                                                                                                                                                                

Cdn dollarsCash
      $
      15,035Receivables
      $
      2,334


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 July 31, 2009, Canadian dollar amounts were
  converted at a rate of $1.08 Canadian dollars to $1.00 U.S. dollar.

F-7

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|JULY 31, 2009                               
|(Unaudited - Prepared by Management)        
|                                            
|(Stated in US Dollars)                      

|**7.** | DOS NACIONES PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Effective July 9, 2009, the Company completed the
      acquisition of a 50% undivided interest, and an option (the Option) to
      acquire a further 30% interest in the Dos Naciones Project Property (the
      Property), located in state of Sonora, Mexico, in accordance with the
      terms of a property option agreement (the Option Agreement) with Yale
      Resources Ltd. (Yale) dated July 7, 2009. In consideration of the
      transfer of a 50% undivided interest in the Property, the Company agreed
      to pay a purchase price of $29,658 (CAD$35,000) (paid). To exercise the
      Option to acquire a further 30% interest in the Property, the Company is
      required to issue securities and fund exploration, development and other
      expenditures (the Expenditures) on the Property in the following
      manner:
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During the term of the Option Agreement, if at any time
      prior to the exercise of the Option any of the following events occur then
      Yale will have the right to purchase all of the Companys interest in the
      Property for CDN$17,500 (the Option Period):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**8.** | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | On June 30, 2009, the Company completed a private
      placement of 1,055,135 units, with each unit consisting of one share of
      common stock and one common share purchase warrant, for gross proceeds of
      $158,270, of which $490 has not been received as of July 31, 2009. Each
      warrant entitles the holder thereof to purchase one additional common
      share at a price of $0.30 per share for a period of two years expiring on
      June 30, 2011.                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**9.** | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The Company has evaluated subsequent events from the
      balance sheet date through September 18, 2009 and has determined that
      there are no events to disclose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-8



---

- 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,
expect, plan, anticipate, believe, estimate, predict, potential or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors and the risks set out below, any of which may cause our companys
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

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

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

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this 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 -

Recent Corporate Developments

Since the commencement of our quarter ended July 31, 2009, we
experienced the following significant corporate developments:

|1. | On June 30, 2009, we completed a private placement of
      1,055,135 units at a price of $0.15 per unit to twenty investors, with
      each unit consisting of one common share and one common share purchase
      warrant, for gross proceeds of approximately $158,270. Each warrant
      entitles the holder thereof to purchase one additional common share at a
      price of $0.30 per share for a period of two years expiring on June 30,
      2011. We issued the securities to twenty subscribers, each of whom
      represented that they were not a U.S. person (as that term is defined in
      Regulation S of the Securities Act of 1933) in an offshore transaction
      relying on Regulation S and/or Section 4(2) of the Securities Act of
      1933.                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Effective July 9, 2009, we completed the acquisition of a
      50% undivided interest, and an option (the Option) to acquire a further
      30% interest in, the Dos Naciones Project Property (the Property), in
      accordance with the terms of a property option agreement (the Option
      Agreement) with Yale dated July 7, 2009. In consideration of the transfer
      of a 50% undivided interest in the Property, we agreed to pay a purchase
      price of CAD$35,000. To exercise the Option to acquire a further 30%
      interest in the Property, we are required to issue an aggregate of 800,000
      shares of common stock of our company and expend an aggregate of $800,000
      on exploration, development and other expenditures on the Property on or
      before July 7, 2012. See Acquisition of Dos Naciones Property,
    below.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Effective July 9, 2009, we changed our head office
      address to 400  409 Granville Street, Vancouver, British Columbia V6C 1T2
      Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Effective July 17, 2009, we appointed Ezra Jimenez as our
      Chief Financial Officer and a director of our company. Mr. Jimenez has a
      Master of Law and an MBA from ITAM, Mexico City, Mexico. For 20 years Mr.
      Jimenez was a partner of Cornejo, Mendez, Gonzalez & Duarte, S.C.
      (CMGD) of Mexico City where he assisted foreign companies in structuring
      mergers and acquisitions. Mr. Jimenez has specialized in various aspects
      of Mexican Law including arbitration and negotiations, mining law, and
      environmental law. Currently, Mr. Jimenez is the Vice President,
      Operations and Chief Financial Officer of Yale Resources Ltd., a public
      company listed on the TSX Venture Exchange in Canada. He has served in
      that capacity for the past two years. We entered into a property option
      agreement with Yale Resources Ltd. on July 7, 2009 pursuant to which we
      acquired (effective July 9, 2009) a 50% undivided interest, and an option
      to acquire a further 30% interest in, the Dos Naciones Project Property,
      located in state of Sonora, Mexico.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Effective July 28, 2009, we changed our name from Candev
      Resource Exploration, Inc. to Del Toro Silver Corp. On August 14, 2009,
      the name change became effective with the Over-the-Counter Bulletin Board
      at the opening for trading on August 14, 2009 under the new stock symbol
      DTOR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Our Current Business

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

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

---

- 6 -

We intend to conduct a three phase exploration program on the
Dos Naciones property at an aggregate estimated cost of $450,000. The first
phase of our exploration program is intended to commence in September, 2009 and
is anticipated to cost approximately $53,500. This phase is expected to consist
of detailed geological mapping, hand trenching and prospecting. If the results
of the first phase of our exploration program warrant the continuation into the
second phase of the program, we intend to conduct the second phase of the
program consisting of diamond drilling and IP surveys of the entire property.
This phase is anticipated to cost approximately $174,000. If the results of the
second phase of our exploration program warrant the continuation into the third
phase of the program, we intend to conduct the third phase of the program
consisting of further diamond drilling of identified IP anomalies from Phase II
at an estimated cost of $180,000.

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

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

Acquisition of Dos Naciones Property

Effective July 9, 2009, we completed the acquisition of a 50%
undivided interest, and an option (the Option) to acquire a further 30%
interest in, the Dos Naciones Project Property (the Property), located in
state of Sonora, Mexico, in accordance with the terms of a property option
agreement (the Option Agreement) with Yale Resources Ltd., (Yale) dated July
7, 2009. In consideration of the transfer of a 50% undivided interest in the
Property, we agreed to pay a purchase price of CAD$35,000. To exercise the
Option to acquire a further 30% interest in the Property, we are required to
issue securities of Del Toro and fund exploration, development and other
expenditures (the Expenditures) on the Property in the following manner:

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

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

| | (i)  | Del Toro provides notice that it does not intend to
      exercise the Option;                                 
| | ---- | ---------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                
| | (ii) | Del Toro is in material default of the Option Agreement
      for a period of 30 days after receiving a
default

---

- 7 -

| |       | notice from Yale;                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                 
| | (iii) | Del Toro fails to implement Phase I of the work program
      within six months of July 7, 2009;                
| |       |                                                                                                                 
| | (iv)  | Del Toro fails to make the Expenditures or make an
      equivalent payment to Yale in lieu of the
Expenditures.

If we exercise the Option, the parties will be deemed to enter
into a joint venture agreement with Yale (the Joint Venture Agreement) in
accordance with the terms of the Option Agreement.

During the Option Period, the operator of all operations on the
Property is Yale for a period of at least one year from the closing date of the
agreement, afterwhich, at its choosing, Del Toro may become operator. The
operator may delegate any management duties and responsibilities it deems
necessary for the efficient operation of the Property and will be paid a
management fee equal to fifteen percent (15%) of the Expenditures incurred on
the Property provided that such payments to Yale may be offset by any management
fees that Yale receives under the Joint Venture Agreement such that Yale will
only receive total management fees under the Joint Venture Agreement and the
Option Agreement equal to fifteen percent (15%) of Expenditures incurred on the
Property. The operator agrees to provide to the other party an accounting of
such management fees on a regular basis or whenever requested by the other
party. During the Option Period, Yale and Del Toro agree they will have mutual
voting power.

Plan of Operation

Our Plan of Operation is to conduct exploration activities on
our Property, exercise the Option under the Option Agreement with Yale and
subsequently enter into the Joint Venture Agreement with Yale. The 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 Property is comprised of one mineral
concession that covers approximately 2,391 hectares.

We intend to conduct a three phase exploration program on the
Property at an aggregate estimated cost of $450,000. The first phase of our
exploration program is intended to commence in September, 2009 and is
anticipated to cost approximately $53,500. This phase is expected to consist of
detailed geological mapping, hand trenching and prospecting. If the results of
the first phase of our exploration program warrant the continuation into the
second phase of the program, we intend to conduct the second phase of the
program consisting of diamond drilling and IP surveys of the entire property.
This phase is anticipated to cost approximately $174,000. If the results of the
second phase of our exploration program warrant the continuation into the third
phase of the program, we intend to conduct the third phase of the program
consisting of further diamond drilling of identified IP anomalies from Phase II
at an estimated cost of $180,000. A detailed breakdown of the proposed budget
and work exploration program is as follows:

Estimated Dos Naciones Work Program Costs

Phase One

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


---

- 8 -

Subtotal Phase One
    $
    53,500Phase TwoIP surveying in area of aeromagnetic
      low15 days of surveying along cut grid lines with picketsat 25 m intervals (slope distance)at an
      all-inclusive cost
    $
    30,000Diamond drilling to test mineralized vein structures at
      Josefina500 meters at an all-inclusive (drilled,
      logged, split, sampled, waterhaul)cost of $180 per meter:
    $
    90,000Diamond drilling to test mineralized vein structures at
      DosNaciones300 meters at an all-inclusive (drilled, logged, split,
      sampled, waterhaul)cost of $180 per meter:
    $
    54,000Subtotal
      Phase Two
    $
    174,000


Phase Three(contingent on IP anomalies from Phase
Two work being determined to be favourable for testing with diamond drill holes)
Diamond drilling in area of IP chargeability anomalies

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

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


We have not commenced our planned exploration program on the
Property. Our plan of operation is to carry out exploration work on our 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 Property contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work indicates economic viability.

Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. We have not yet commenced
the initial phase of exploration on our 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.

Anticipated Cash Requirements

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

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- 9 -

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

As of July 31, 2009 we had cash of $23,633. Presently we do not
have enough funds to commence the initial phase of our work program, however, we
will require additional funds to proceed with our plan of operation over the
next twelve months. This amount may also increase if we are required to carry
out due diligence investigations in regards to any prospective property or
business opportunity or if the costs of negotiating the applicable transaction
are greater than anticipated. We plan to rely on the equity financing in order
to raise the funds necessary to pursue our plan of operation and to fund our
working capital deficit in order to enable us to pay our accounts payable and
accrued liabilities. We currently do not have any arrangements in place for the
completion of any equity financings and there is no assurance that we will be
successful in completing any equity financings.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three and
nine month periods ended July 31, 2009 which are included herein.

Our operating results for the three and nine month periods
ended July 31, 2009 and 2008 are summarized as follows:

|                   |   | Three Months Ended |   |   | Nine Months Ended |  
|------------------ | - | ------------------ | - | - | ----------------- | -
|                   |   | July 31,           |   |   | July 31,          |  
|                   |   | 2009               |   |   | 2008              |  
|Revenue            | $ | -                  |   | $ | -                 |  
|Operating Expenses |   | 13,717             |   |   | 6,329             |  
|Acquisition Costs  |   | 29,658             |   |   | -                 |  
|Exploration Costs  |   | -                  |   |   | -                 |  
|Net Loss           | $ | (43,375            | ) | $ | (6,329            | )

Revenues

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

Expenses

Our expenses for the three and nine month periods ended July
31, 2009 and 2008 are outlined in the table below:

|                             |  | Three Months Ended |   |  | Nine Months Ended |  
|---------------------------- |  | ------------------ | - |  | ----------------- | -
|                             |  | July 31            |   |  | July 31           |  
|                             |  | 2009               |   |  | 2008              |  
|Accounting and auditing      |  | 5,042              |   |  | 3,900             |  
|Legal                        |  | 5,229              |   |  | 2,479             |  
|Advertising and promotion    |  | 1,154              |   |  | -                 |  
|Amortization                 |  | 231                |   |  | -                 |  
|Bank charges and interest    |  | 140                |   |  | 19                |  
|Consulting                   |  | -                  |   |  | -                 |  
|Filing fees                  |  | 1,765              |   |  | -                 |  
|Foreign exchange gain (loss) |  | (1,481             | ) |  | (622              | )

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- 10 -

|Office expenses |   | 1,637  |  |   | 350   |  |   | 7,156  |  |   | 1,669  | 
|--------------- | - | ------ |  | - | ----- |  | - | ------ |  | - | ------ | 
|Transfer agent  |   | -      |  |   | 203   |  |   | 745    |  |   | 793    | 
|Travel          |   | -      |  |   | -     |  |   | -      |  |   | 2,193  | 
|Total           | $ | 13,717 |  | $ | 6,329 |  | $ | 53,865 |  | $ | 63,526 | 

General and Administrative

The increase in our general and administrative expenses for the
three month period ended July 31, 2009 compared to July 31, 2008 was primarily
due to: (i) an increase in legal; and (ii) the fact that we incurred advertising
fees and filing fees during the three month period ended July 31, 2009 as
compared to the same fiscal period in 2008.

The decrease in our general and administrative expenses for the
nine month period ended July 31, 2009 compared to July 31, 2008 was primarily
due to: (i) a decrease in accounting fees and consulting fees; and (ii) the fact
that we did not incur any travel fees during the nine month period ended July
31, 2009 as compared to the same fiscal period in 2008.

Legal

Our legal expenses represent amounts paid to legal counsel in
connection with our ongoing reporting requirements. Legal expenses will be
ongoing during fiscal 2009 as we are subject to the reporting obligations of the
Securities Exchange Act of 1934.

Liquidity And Capital Resources

|Working Capital     |   |               |  |   |               |   |  |            |  
|------------------- | - | ------------- |  | - | ------------- | - |  | ---------- | -
|                    |   |               |  |   |               |   |  | Percentage |  
|                    |   | As at         |  |   | As at October |   |  | Increase / |  
|                    |   | July 31, 2009 |  |   | 31, 2008      |   |  | (Decrease) |  
|Current Assets      | $ | 25,799        |  | $ | 3,092         |   |  | 734.4%     |  
|Current Liabilities | $ | 7,996         |  | $ | 50,015        |   |  | (84%       | )
|Working Capital     | $ | 17,803        |  | $ | (46,923       | ) |  | (137.9%    | )

|Cash Flows                            |   |                   |   |   |                   |   |  |            |  
|------------------------------------- | - | ----------------- | - | - | ----------------- | - |  | ---------- | -
|                                      |   | Nine Month Period |   |   | Nine Month Period |   |  | Percentage |  
|                                      |   | Ended             |   |   | Ended             |   |  | Increase / |  
|                                      |   | July 31, 2009     |   |   | July 31, 2008     |   |  | (Decrease) |  
|Cash Used in Operating Activities     | $ | (103,138          | ) | $ | (41,612           | ) |  | 147.9%     |  
|Cash Used in Investing Activities     | $ | -                 |   | $ | -                 |   |  | N/A        |  
|Cash Provided by Financing Activities | $ | 126,546           |   | $ | -                 |   |  | 100%       |  
|Net Increase (Decrease) in Cash       | $ | 23,408            |   | $ | (41,612           | ) |  | (156.3%    | )

We anticipate that we will incur approximately $56,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Securities Exchange Act of
1934 during the next twelve months. Accordingly, we will need to obtain
additional financing in order to complete our business plan.

Cash Used in Operating Activities

We used cash in operating activities in the amount of $103,138
during the nine month period ended July 31, 2009 and $41,612 during the nine
month period ended July 31, 2008. Cash used in operating activities was funded
by cash from financing activities.

Cash Used in Investing Activities

We used cash of $Nil in investing activities during the nine
month period ended July 31, 2009.

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- 11 -

Cash Provided by Financing Activities

We generated cash of $126,546 from financing activities during
the nine month period ended July 31, 2009.

Disclosure of Outstanding Share Data

As at the date of this quarterly report, we had 9,835,135
shares of common stock issued and outstanding and 1,055,135 warrants
outstanding. The warrants are exercisable at a price of $0.30 per share until
June 30, 2011. We do not have any options or shares of any other class issued
and outstanding as at the date of this quarterly 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 July 31, 2009, our company has accumulated losses of $272,128
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, 2008, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

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

Future Financings

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

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

---

- 12 -

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.

---

- 13 -

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 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
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.

---

- 14 -

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 mineral 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 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

---

- 15 -

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

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

Mark McLeary our President and Chief Executive Officer devotes
approximately 50% of his working time on providing management services to us and
Ezra Jimenez our Chief Financial Officer devotes approximately 25% of his
working time on providing management services to us.If the demands on
our executive officers from their other obligations increase, they may no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.

Risks Related to Our Company

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

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

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 July 31, 2009, we had working
capital deficit of $272,128. We incurred a net loss of $43,375 for the three
month period ended July 31, 2009 and $272,128 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

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- 16 -

debt financing from traditional lending sources. We have
traditionally raised our operating capital from sales of equity and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral properties, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

These circumstances lead our independent registered public
accounting firm, in their report dated January 15, 2009, to comment about our
companys ability to continue as a going concern. When an auditor issues a going
concern opinion, the auditor has substantial doubt that the company will
continue to operate indefinitely and not go out of business and liquidate its
assets. These conditions raise substantial doubt about our companys ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event our company cannot continue in existence. We continue to
experience net operating losses.

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

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments

obtained against us or our officers and directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under United States federal and state
securities laws against us or our officers and directors.

Risks Associated with Our Common Stock

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

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. 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, this officer concluded that as of the end of the period
covered by this report, these disclosure controls and procedures were not
effective. 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 United States Generally Accepted Accounting Principles and
the Securities and Exchange Commission 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, 2009: (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.

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting during the fiscal quarter ended July 31, 2009 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 rules and forms of the Securities and Exchange Commission. 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 to allow timely decisions regarding required
disclosure.

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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.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information.

None.

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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)10.4
    Letter of Intent between Candev Resource Exploration Inc.
      and Yale Resources Ltd. dated February 24, 2009 (filed as an exhibit to
      our Quarterly Report on Form 10-Q, filed on June 18, 2009)10.5
    Amendment to Letter of Intent between Candev Resource
      Exploration Inc. and Yale Resources Ltd. dated March 11, 2009 (filed as an
    exhibit to our Quarterly Report on Form 10-Q, filed on June 18, 2009)10.6
    Form of Subscription Agreement for the Private Placement
      Completed on June 30, 2009 (incorporated by reference to an exhibit to our
      Current Report on Form 8-K, filed on July 8, 2009)10.7
    Option Agreement dated July 7, 2009 between Yale
      Resources Ltd. and our company (incorporated by reference to an exhibit to
      our Current Report on Form 8-K, filed on July 15, 2009)10.8
    Subscription Agreement between Mark McLeary and Candev
      Resource Exploration Inc. (incorporated by reference to an exhibit to
      Schedule 13D filed on July 16, 2009)14.1
    Code of Ethics (filed as an exhibit to our Quarterly
      Report on Form 10-QSB filed on September 19, 2007)21.1
    Subsidiary of Del Toro Silver Corp.: Minera Plata Del
      Toro S.A. de C.V., a Mexican corporation31.1*
    Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231.2*
    Certification of Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1*
    Certification of Chief Executive Officer pursuant Section
      906 Certifications under Sarbanes-Oxley Act of 200232.2*
    Certification of Chief Financial Officer pursuant Section
      906 Certifications under Sarbanes-Oxley Act of 200299.1
    Audit Committee Charter (filed as an exhibit to our
  Annual Report on Form 10-K filed on January 29, 2009)


* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

DEL TORO SILVER CORP.

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

Date: September 21, 2009

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

Date: September 21, 2009

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