SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

October 4, 2005

Via U.S. mail and facsimile (604) 269-6623

Mr. Yan Liu
President
Toro Ventures Inc.
2498 West 41st Ave., Suite 232
Vancouver, British Columbia
Canada V6M 2A7

Re:	Toro Ventures Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed September 22, 2005
File No. 333-127520

Dear Mr. Liu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note your response to our comment 3 in our letter dated
September 7, 2005 and revised disclosure on page 20.  Please
revise
further to disclose your timing in your summary.  In that regard,
we
reissue comment 3 in part.

Use of Proceeds, page 11

2. We note your response to our comment 24 in our letter dated
September 7, 2005.  Please revise to clarify whether you used the
$35,000 in proceeds to pay for the expenses incurred or intend to
use
that amount to pay these expenses in the future.

Consent of Independent Registered Public Accounting Firm

3. You indicate that you have filed an updated auditor`s consent
as
exhibit 23.2; however, we are unable to find that consent.  Please
file an updated consent with your amendment.

Financial Statements, page 32
General

4. Revise the heading of your financial statements to clearly
indicate that you are a development stage company and specifically
identify the inception date.

Balance Sheet, page 32
Note 6-Share Capital, page 38

5. We note that throughout your registration statement you
indicate
that as of May 26, 2005, 5,845,000 shares of your common stock
were
issued and outstanding.  Revise your disclosure in Note 6-Share
Capital, to properly reflect this information.  Additionally, your
balance sheet should reflect common stock at $5,845 (5,845,000
shares
at $.001 par value) with additional paid in capital of $54,155.

Statement of Operations and Deficit, page 33

6. It does not appear to us that you have any dilutive securities,
please advise or revise your EPS calculations.

Cash Flow Statement, page 34

7. Please amend your statement to reflect the following:
* The heading should read Cash Flow Statement;
* The changes in accounts payable and accrued liabilities should
be
2,424;
* Cash flow from financing activities should total 35,000;
* There should be no cash flow related to the investment in the
franchise as it was a non-cash item because it was a share based
payment, and;
* Ensure that your statement totals appropriately.

Note 1-Incorporation and Operating Activities, page 36

8. Please clearly state that you are a "development stage company"
and disclose your company`s inception date.

Note 2 - Summary of Significant Accounting Policies-Reporting on
the
costs of startup activities, page 36

9. Please revise your reference to the Statement of Position to
appropriately reference SOP 98-5.

Note 4-Investment in Franchise, page 37

10. We reviewed your response to prior comment 65.  Please
disclose
your basis for determining that the investment in a Big-On-Burgers
franchise was not impaired at June 30, 2005.  Additionally, revise
your MD&A to disclose and discuss the significant assumptions
underlying your impairment analysis of this asset, including the
time
period that you expect this asset to begin generating positive
cash
flows.  Please also disclose in Note 2, your accounting policy for
intangible assets including determining the useful life and
related
amortization period as well as your policy for testing this asset
for
impairment.

Exhibit 5.1 - Legal Opinion

11. Please revise the opinion to include the file number of your
registration statement.

12. In the paragraph marked "A," please revise to delete the
reference to "official capacity."  It is inappropriate to assume
that
a person signing documents on behalf of the company is authorized
to
do so.

*	*	*	*
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Melinda Hooker, Staff Accountant, at (202)
551-
3732 or, in his absence, John Cash, Accounting Branch Chief, at
(202)
551-3768 if you have questions regarding comments on the financial
statements and related matters.  Please contact Lesli Sheppard,
Senior Staff Attorney, at (202) 551-3708, or in her absence, me at
(202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director
??

??

??

??

Mr. Yan Liu
Toro Ventures Inc.
October 4, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>