SecProbe.io

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Mail Stop 7010

November 9, 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. 2 to Registration Statement on Form SB-2
Filed September 17, 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. Please provide updated financial statements as required by Rule
3-
02 of Regulation S-X.

Consent of Independent Registered Public Accounting Firm

2. Your auditor`s consent should only have one date.  Please file
an
updated consent with your amendment and ensure that it is
appropriately dated.

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

3. We reviewed your response to prior comment 5 and appreciate the
additional information; however, we note that on page 6 of your
registration statement you continue to indicate that 5,845,000
shares
of your common stock were issued and outstanding.  Disclosure on
page
27 indicates that the shares were issued and fully paid for prior
to
June 30, 2005.  Therefore, we believe you should revise your
disclosure in Note 6-Share Capital, to properly reflect 5,845,000
shares outstanding.  Additionally, the equity section of 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.
Please
tell us why you believe that you have share subscriptions, and why
you have recorded equity differently than what is described above.

Statement of Operations and Deficit, page 33

4. It does not appear to us that you have dilutive securities.
Based
upon your disclosures on page 6, there does not appear to be share
subscriptions outstanding that have not been paid in full.  The
disclosures on page 27 indicate that shares were subscribed to and
fully paid for prior to June 30, 2005.  Please refer to paragraph
16
of SFAS 128 indicating that no potential common shares shall be
included in the computation of any diluted per share amount when a
loss from continuing operations exists.  Please amend your filing
to
revise your EPS calculations.

Cash Flow Statement, page 34

5. It appears to us that the $35,000 cash received from financing
activities is the result of share issuances, not subscriptions.
Additionally, it is unclear to us what the $1 received from
issuance
of share capital results from.  Please advise or revise.

Management`s Discussion and Analysis, page 21
Note 2-Summary of Significant Accounting Policies-Investment in
Franchise, page 37

6. Based on your disclosure in Note 4-Investment in Franchise, it
appears to us that your franchise agreement will be in effect for
a
period of ten years and then has an option to renew for another
ten
years and; therefore, has a definite useful life.  Please tell us
how
you determined that the franchise agreement has an indefinite
useful
life, or revise your filing.

Note 4-Investment in Franchise, page 37

7. We reviewed your response to prior comment 10 as well as the
additional disclosures.  Please clarify in Note 4 that you have
determined that there is no impairment based on the results of
your
discounted cash flow analysis as indicated on page 21 and not
because
you purchased the franchise rights just prior to the period end.

*	*	*	*
      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
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Mr. Yan Liu
Toro Ventures Inc.
November 9, 2005
Page 4

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

         DIVISION OF
  CORPORATION FINANCE

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