SecProbe.io

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Mail Stop 7010

      	December 19, 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. 4 to Registration Statement on Form SB-2
Filed December 6, 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 review Form SB-2 and revise your filing to confirm to
the
format provided in Form SB-2.  For example, your registration
cover
page should be centered, your prospectus cover page should not
exceed
one page and the financial statements should be presented in a
manner
that is clear and understandable to readers.

Selected Financial Data

2. Please include income statement information for the most recent
audited period of April 11, 2005 to June 30, 2005 as well as the
quarter ended September 30, 2005 which are included in the filing.
The income statement information for each period should be shown
separately.  You should also disclose balance sheet information as
of
June 30, 2005 and September 30, 2005.  Please clearly indicate
which
periods have been audited and which are unaudited.

Statement of Operations

3. Please amend your filing to clearly indicate in the heading of
your statement of operations that the period covered is the period
of
inception to June 30, 2005, not July 31, 2005.

Summary of Significant Accounting Policies - Foreign Currency
Translation

4. Your disclosure indicates that monetary assets and liabilities
denominated in foreign currencies are translated into Canadian
dollars; however, your financial statements are denominated in U.
S.
Dollars.  Please revise your disclosure to appropriately indicate
that foreign currencies are translated into U.S. Dollars.

Summary of Significant Accounting Policies - Fair Value of
Financial
Instruments

5. Your disclosure indicates that you have receivables, advances
receivable and property obligations payable; however, your
financial
statements and notes thereto do no indicate that you have these
items.  Please remove those items from your disclosure if they are
not applicable to your financial statements or tell us why you
believe that this disclosure is accurate.

Financial Statements, as at September 30, 2005 and June 30, 2005

6. Please amend your filing to include an inception to date column
in
your period ended September 30, 2005 interim statement of
operations
and cash flow statements as required by paragraphs 11 b. and 11 c.
of
SFAS 7.

7. Your June 30 and September 30, 2005 balance sheets include two
line items titled, "accounts payable and accrued liabilities."  It
appears to us that the two items do not add up to your total
accounts
payable and accrued liabilities.  Please remove the extra line
item
and ensure that your accounts payable and accrued liabilities
equal
the subtotal.

*	*	*	*
      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.
December 19, 2005
Page 4

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

         DIVISION OF
  CORPORATION FINANCE

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