UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Toro Ventures Inc.
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(Name of small business issuer in its charter)
NEVADA 5812 Applied For
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(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Toro Ventures Inc.
Yan Liu, President
2498 West 41st Ave, Suite 232
Vancouver, British Columbia
Canada V6M 2A7
Telephone: (604) 618-9110
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(Address and telephone number of principal executive offices)
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Empire Stock Transfer Inc.
7251 West Lake Mead Blvd, Suite 300
Las Vegas, Nevada, 89128
Telephone: (702) 562-4091
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(Name, address and telephone number of agent for service)
Approximate date of
proposed sale to the public: as soon as practicable after the effective date
of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
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Common Stock $584,500 $0.10 $584,500 $68.80
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(1) Based on the last sales price on May 26, 2005.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, Dated August 12, 2005
Prospectus
TORO VENTURES INC.
5,845,000 Shares of Common Stock
We are registering for sale by selling shareholders, 5,845,000 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.
Our current cash balance is $17,863. Management believes the current cash balance is sufficient to fund the current level of organizational and research activities for the following twelve months after the date of this filing.
The sales price to the public is fixed at $0.10 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.
Our shares of common stock are not traded anywhere.
Investing in our common stock involves risks. See "Risk Factors" starting at page 7.
Offering Proceeds to Selling
Price Expenses Shareholders
Per Share to Selling Shareholders $ 0.10 $ 0.00 $ 0.10
Total to Selling Shareholders $ 584,500 $ 0.00 $ 584,500
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It's illegal to tell you otherwise.
The date of this prospectus is August 12, 2005.
Table of Contents
PAGE
Summary ....................................................... 6 Risk Factors................................................... 7 Forward Looking Statements .................................... 9 Use of Proceeds................................................ 9 Determination of Offering Price ............................... 9 Dilution ...................................................... 9 Plan of Distribution .......................................... 9 Organization within the Last Five years........................ 12 Description of Business........................................ 12 Management's Discussion and Analysis or Plan of Operation...... 15 Management..................................................... 18 Executive Compensation......................................... 19 Principal and Selling Shareholders............................. 20 Description of Securities...................................... 22 Certain Transactions........................................... 24 Litigation..................................................... 24 Experts........................................................ 24 Legal Matters.................................................. 24 Financial Statements........................................... 24 |
Summary
Our business
Toro Ventures Inc. was incorporated in the state of Nevada on April 11, 2005. We intend to commence operations as a fast food service company. We currently own the exclusive franchisee rights in the provinces of Hubei and Beijing in China to the Big-On-Burgers Restaurants franchise, a Canadian-based fast food service provider of traditional North American cuisine such as hamburgers and French fries. We plan to begin operations of a Big-On-Burgers store in China once sufficient investment capital is raised. We currently have not advanced beyond the business plan state from our inception until the date of this filing. During April and May of 2005, we received initial funding through the sale of common stock to investors. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $17,863. We anticipate that our current cash balance will satisfy our cash needs for the following twelve-month period.
Our principal executive offices are located at Suite 232-2498 West 41st Avenue, Vancouver, British Columbia, Canada V6M 2A7 and our telephone number is (604) 618-9110. Our fiscal year end is June 30th.
The offering
Following is a brief summary of this offering:
Securities being offered by selling shareholders 5,845,000 shares of common stock Offering price per share $0.10 Net proceeds to us None Number of shares outstanding before the offering 5,845,000 Number of shares outstanding after the offering 5,845,000 if all of the shares are sold |
Selected financial data
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
As of
June 30, 2005
(Audited)
Balance Sheet
Total Assets $52,863
Total Liabilities $62,424
Stockholders Equity (Deficit) ($9,561)
From the initial period
through
June 30, 2005
(Audited)
Income Statement
Revenue $0
Total Expenses $9,562
Net Loss $9,562
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Risk Factors
Please consider the following risk factors before deciding to invest in our common stock.
Risks associated with Toro Ventures, Inc.:
1. Our auditors have issued a going concern opinion. This means we may not
be able to achieve our objectives and may have to suspend or cease
operations. Our auditors have issued a going concern opinion as at July
29, 2005. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or
generating profits. If we are unable to do so, we will have to cease
operations and you will lose your investment.
2. Because we have not yet commenced operations we face a high risk of
business failure. We were incorporated on April 11, 2005 and to date
have been involved primarily in organizational activities. As of the
date of this filing, we have not earned any revenues. Accordingly, you
can evaluate our business, and therefore our future prospects, based
only on a limited operating history. Potential investors should be
aware of the difficulties normally encountered by development stage
companies and the high rate of failure for such enterprises.
3. If we are not able to effectively respond to competition, our business
may fail. There are many companies in the fast food service industry
that will compete with us in the Chinese market. Most of these
competitors have established businesses with substantial volume. We
will attempt to compete against these groups by offering a much higher
quality product compared to our competitors products. However, we
cannot assure you that such a strategy will be successful, or that
competitors will not copy our business strategy. Our inability to
achieve sales and revenues due to competition will have an adverse
effect on our business operations and financial condition.
4. Because all of our assets and our officer and director are located
outside the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained
against us or our officer and director. All of our assets are located
outside of the United States and we do not currently maintain a
permanent place of business within the United States. In addition, our
director and officer is a national and/or resident of countries other
than the United States, and all or a substantial portion of such
person's assets are located outside the United States. As a result, it
may be difficult for an investor to effect service of process or
enforce within the United States any judgments obtained against us or
our officer or director, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any
state thereof. In addition, there is uncertainty as to whether the
courts of Canada and other jurisdictions would recognize or enforce
judgments of United States courts obtained against us or our director
and officer predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof, or be
competent to hear original actions brought in Canada or other
jurisdictions against us or our director and officer predicated upon
the securities laws of the United States or any state thereof.
5. Because we have only one director who is responsible for our managerial
and organizational structure, in the future, there may not be effective
disclosure and accounting controls to comply with applicable laws and
regulations which could result in fines, penalties and assessments
against us. Presently, we have only one officer/director. He is
responsible for our managerial and organizational structure which will
include preparation of disclosure and accounting controls under the
Sarbanes Oxley Act of 2002. When these controls are implemented, he
will be responsible for the administration of the controls. Should he
not have sufficient experience, he may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions
and fines by the SEC which ultimately could cause you to lose your
investment.
6. Because our sole executive officer will only be devoting limited time
to our operations, our operations could be sporadic which may result in
periodic interruptions or suspensions of operations and a lack of
revenues which may cause us to cease operations. Yan Liu, our sole
executive officer will only be devoting limited time to our operations.
Because Mr. Liu will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are convenient
to Mr. Liu. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a possible
cessation of operations.
Risks associated with this offering:
Investment risks:
7. Because there is no public trading market for our common stock, you may
not be able to resell your stock. There is currently no public trading
market for our common stock. Therefore, there is no central place, such
as stock exchange or electronic trading system, to resell your shares.
If you do want to resell your shares, you will have to locate a buyer
and negotiate your own sale.
8. Because our securities are subject to penny stock rules, you may have
difficulty reselling your shares. Our shares as penny stocks are
covered by section 15(g) of the Securities Exchange Act of 1934 which
imposes additional sales practice requirements on broker/dealers who
sell the Company's securities including the delivery of a standardized
disclosure document; disclosure and confirmation of quotation prices;
disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the
broker/dealer must make a special suitability determination and receive
from its customer a written agreement prior to making a sale. The
imposition of the foregoing additional sales practices could adversely
affect a shareholder's ability to dispose of his stock.
Forward Looking Statements
This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus.
Use of Proceeds
We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders.
Determination of Offering Price
We selected the $0.10 price the sale of our shares of common stock. We determined this offering price based upon the price of last sale of our common stock to investors. Currently there is no market for the shares and we wanted to give our shareholders the ability to sell their shares. If our shares are listed for trading on the Bulletin Board, the price of the shares will be established by the market.
Dilution
Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.
Plan of Distribution
There are thirty four selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may from
time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public is fixed at $0.10 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each
selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock;
or
3. Such other price as the selling shareholders determine from time to
time.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common stock;
2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.
There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.
Of the 5,845,000 shares of common stock outstanding as of May 26, 2005, 3,000,000 shares were owned by our officer and director and may only be resold pursuant to this registration statement or in compliance with Rule 144 of the Securities Act of 1933.
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Section 15(g) of the Exchange Act
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $8,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your shares.
ORGANIZATION WITHIN LAST FIVE YEARS
Toro Ventures Inc. was incorporated in Nevada on April 11, 2005. In April of 2005 the board of directors voted to seek capital and began development of Toro Ventures' business plan. During April and May of 2005, Toro Ventures received its initial funding through the sale of common stock to investors. On May 15, 2005, Toro Ventures signed a Master Franchise Agreement with Big-On-Burgers Restaurants which grants Toro Ventures exclusive rights to open and operate Big-On-Burgers restaurants in the provinces of Hubei and Beijing in China.
Description of Business
Overview
Toro Ventures Inc. was incorporated in the state of Nevada on April 11, 2005. We intend to commence operations as a fast food service company. We currently own the exclusive franchisee rights in the provinces of Hubei and Beijing China to the Big-On-Burgers Restaurants franchise, a Canadian-based fast food service provider of traditional North American cuisine such as hamburgers and French fries. We plan to begin operations of a Big-On-Burgers store in China once sufficient investment capital is raised. We currently have not advanced beyond the business plan state from our inception until the date of this filing. During April and May of 2005, we received initial funding through the sale of common stock to investors. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $17,863. We anticipate that our current cash balance will satisfy our cash needs for the following twelve months.
Our principal executive offices are located at Suite 232-2498 West 41st Avenue, Vancouver, British Columbia, Canada V6M 2A7 and our telephone number is (604) 618-9110. Our fiscal year end is June 30th.
Franchise Agreement
On May 15, 2005, Toro Ventures Inc. signed a Master Franchise Agreement with Big-On-Burgers Restaurants, the franchisor, which grants Toro Ventures exclusive rights to open and operate Big-On-Burgers restaurants in the provinces of Hubei and Beijing in China. The agreement will be in effect for a period of ten years, terminating on April 15, 2015. The agreement also allows us to sub-license others to use the Big-On-Burgers trademark in the provinces of Hubei and Beijing in China. We may carry on the operation of any number of franchise outlets in the provinces of Hubei and Beijing in China.
In consideration for being granted the rights to the Master Franchise Agreement, we accepted to pay the following fees:
1) We agreed to issue 275,000 shares of our common stock to the
franchisor upon the signing of the franchise agreement.
2) A royalty of 5% of monthly gross sales of all of the
franchised outlets operating in our exclusive territory will
be remitted to the Franchisor by us by the fifteen of the
following month.
3) An advertising royalty of 3% of monthly gross sales of all of
the franchised outlets operating in the exclusive territory
will be remitted to the franchisor by us by the fifteen of the
following month.
Other than the items mentioned above, we are not required to make any other types of payments to the franchisor during the term of the agreement.
We have the option to renew this agreement for a further ten years upon the same terms and conditions, except for the fees, contained in the original Master Franchise Agreement. The renewal term commences upon the termination date of the original agreement.
Principal Products or Services and Their Markets
This is the initial stage of our business. As of the date of this filing, we have not implemented our business plan.
We plan to implement the same successful differentiation strategy our Canadian franchisor, Big-On-Burgers, follows in our proposed restaurant in China. We intend to sell the same menu of items offered by our franchisor, Big-On-Burgers. Examples of menu items that will be offered are hamburgers, French fries and assorted soft drinks. Unlike the established market players in the North American fast food service industry, our focus will be to provide customers with a product that offers uncompromising standards combined with the freshest ingredients. The emphasis of all our menu items will be freshness and quality in preparation: our beef patties will be made fresh to order using Certified Angus Beef only, our lettuce, mushrooms, tomatoes and onions will be hand chopped, and our French fries will be cut daily from fresh, whole potatoes and cooked in cholesterol-free vegetable oil. In addition to our emphasis on food excellence, we will offer the same type of friendly, home-style service associated with an old fashioned burger place or diner. We believe the combination of fresh ingredients, made-to-order menu items, and warm, personalized service will allow us to compete successfully against our established competitors.
We currently have no physical restaurant in operations as of the present. We intend to establish a Big-On-Burgers franchise in one of China's heavily populated provinces, such as Hubei or Beijing. The Chinese market was chosen because management believes the characteristics of this market present strong sales potential for our proposed restaurant. For the past decade, the Chinese economy has seen tremendous growth and this growth has filtered down to its citizens through an increase in their per capita income. This increase in affluence among the Chinese population has increased their desire and willingness to pay for goods and services that are of higher quality and of foreign design or origin. In particular, there is a strong interest for products and services that are of North American style, such as fashion, technology, and food. For this reason, we believe a Big-On-Burgers franchise which offers genuine, high quality North American style cuisine in a friendly and welcoming environment will be well accepted in the Chinese market and prove to be a worthwhile and successful business venture.
A precise location in China has not been decided upon. Our director will make this decision after further research has been done.
Competition
The current North American fast food service industry in China is dominated by the same major players one would find in North America, such as McDonald's, KFC restaurants, and Pizza Hut. The competition amongst these established players is intense, using price and brand imaging as their main methods of competition. Their strategies often emphasize being able to offer to their customers the lowest price and the fastest service. However, their constant emphasis on price and speed comes at the cost of sub-par quality of food and customer service.
We believe that there is currently a large need that our current competitors are not satisfying in the North American fast food service industry in China, as customers in China who are willing to pay a little extra for higher quality North American fare have no alternatives to turn to presently. Our business plan intends to service this growing niche market. We intend to use the importance we place on quality and service to differentiate our restaurant from the major fast food chains that the Chinese people currently associate with North American style cuisine. Our intention is to introduce to the Chinese population the notion that North American fast food does not necessarily mean pre-made, processed meals and that it can be fresh and of high quality.
Revenue
As of to date of this filing, we have not generated any revenues, as we have had no operational activities.
Insurance
Currently, we have no insurance coverage
Government Regulation
Our restaurant will be subject to the regulations of the Chinese provincial health, sanitation, safety, environmental and fire agencies in the province it will be located in.
Offices
The Company's headquarters and executive offices are located at Suite 232-2498 West 41st Ave, Vancouver, British Columbia. Our telephone number is (604) 618-9110.
Employees
We currently have no employees, other than our director, because there is no operational restaurant in existence presently.
Subsidiaries
We do not have any subsidiaries.
Bankruptcy, Receivership, or Similar Proceeding
There has been no bankruptcy, receivership, or similar proceedings.
Patents and Trademarks
We currently own the exclusive right to use the Big-On-Burgers trademark in the country of China.
Other than the above, we do not own, either legally or beneficially, any patents or trademarks.
Legal Proceedings
We are not a party to any material legal proceeding, nor are our officer, director or affiliates' a party adverse to us in any legal proceeding.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation for the Next Twelve Months
Our plan of operation for the twelve months following the date of this prospectus is to prepare for the commencement of business operations in China. The process may include, but not exclusively, activities such as:
- We will conduct market research in order to determine the specific city-market in China that will offer the best sales potential for our first franchise. If the costs are not prohibitive, we may consider hiring a local Chinese marketing firm to aid in our search.
- After deciding on a geographical location, we will conduct commercial
property searches in order to find an appropriate retail location to lease
for our first franchise.
- We will conduct a cost-benefit analysis of whether it will be more
economical to lease an existing building or to build a completely new
restaurant.
- We will conduct an examination of local Chinese business and food and
health regulations related to opening a restaurant.
- We will conduct costing of initial capital cost requirements and budgeting
of operational working capital needs to determine the necessary amount of
future financing required to commence our business plan.
- We will conduct a search for appropriate suppliers and vendors in China
that can supply us with the quality of ingredients we require.
- We will be looking to hire a local Chinese manager to help prepare for
our restaurants opening and to run future operations.
We estimate that our current working capital position of approximately $17,863 will be more than sufficient to meet our short term cash needs for the next twelve-month period. We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the short term.
While we have sufficient funds on hand to continue our organizational and research activities, our cash reserves are not sufficient to commence operations of our business plan. As a result, we will need to seek additional funding in the near future for the initial capital requirements of our first franchise. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our initial capital requirement needs.
If we are unable to raise the required financing, we will be delayed in commencing our business plan.
Off-Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
Recent Accounting Pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions did not have a material impact on the Company's consolidated financial position and results of operations. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company adopted the disclosure requirements of SFAS No. 148 on January 1, 2003.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The effect of adoption of this standard did not have a material effect on the Company's results of operations or financial position.
The FASB has also issued SFAS No. 145, 147 and 149 but they do not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.
MANAGEMENT
Officers and Directors
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, age and position of our present officer and director are set forth below:
Name Age Position Held
Yan Liu 22 President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer,
Treasurer, Secretary, and Director
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Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.
Background of officer and director
Yan Liu has been our president, principal executive officer, principal financial officer, principal accounting officer, treasurer and a director since our inception on April 12, 2005.
Mr. Liu has a strong working background in managing fast food service restaurants in the Chinese market. From 2003 to 2004, Mr. Liu was employed as a manager of a Kentucky Fried Chicken restaurant in Ji Lin, China. From 2001 to 2003, Mr. Liu was employed as a part-time junior supervisor of a McDonald restaurant in Ji Lin, China.
Mr. Liu educational background also has prepared him for restaurant management, as he received a Bachelor of Business Management degree in Hotel and Restaurant management from the University of Ji Lin, in Ji Lin, China in 2004.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officer and director devote time to projects that do not involve us.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid by us to our officer and director during the most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
Summary Compensation Table
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted Securities
Compen Stock Underlying LTIP All Other
Name and Principal Salary Bonus sation Award(s) Options / Payouts Compensation
Position [1] Year ($) ($) ($) ($) SARs(#) ($) ($)
---------------------------------------------------------------------------------------------------------------------
Yan Liu 2005 0 0 0 0 0 0 0
President.
Treasurer,
Secretary, and Director
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[1] All compensation received by the officer and director has been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officer and director.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositive power with respect to the shares. The address for Mr. Yan Liu is our address at Suite 232-2498 West 41st Ave, Vancouver, British Columbia.
Direct Amount of Percent
Name of Beneficial Owner Beneficial Owner Position of Class
------------------------------------------------------------------------------------------------------------------------------
Yan Liu 3,000,000 President, Principal Executive Officer, 51.33%
Principal Financial Officer, Principal
Accounting Officer, Treasurer, Secretary
and Director
All officers and Directors
as a Group (1 Person) 3,000,000 51.33%
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Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Selling Shareholders
The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.
Percentage of owned after the
Total number of shares owned Number of offering assuming all
shares owned prior prior to shares being of the shares are sold
Name to offering offering offered in the offering
---- ----------- -------- ------- ---------------
Liu, Yan 3,000,000 51.33% 3,000,000 0.00%
HU, Lian 100,000 1.71% 100,000 0.00%
MA, Song 100,000 1.71% 100,000 0.00%
LIU, Hu 100,000 1.71 100,000 0.00%
YANG, Wei 100,000 1.71 100,000 0.00%
CHAN, Yik Kau 100,000 1.71 100,000 0.00%
TIAN, Xiao Liang 100,000 1.71 100,000 0.00%
WU, Hao 100,000 1.71 100,000 0.00%
YAO, Jie 100,000 1.71 100,000 0.00%
CHEN, Hong 100,000 1.71 100,000 0.00%
FENG, Si Xue 100,000 1.71 100,000 0.00%
LU, Jian Feng 100,000 1.71 100,000 0.00%
SHI, Feng 100,000 1.71 100,000 0.00%
WAN, Chun 100,000 1.71 100,000 0.00%
WANG, Xue Xue 100,000 1.71 100,000 0.00%
LU, Meng 100,000 1.71 100,000 0.00%
LI, Gui 100,000 1.71 100,000 0.00%
QIN, Hao Bo 100,000 1.71 100,000 0.00%
LI, Guang Sheng 100,000 1.71 100,000 0.00%
LIU, Shu 100,000 1.71 100,000 0.00%
CHENG, Zhou 100,000 1.71 100,000 0.00%
LIU, Chang 100,000 1.71 100,000 0.00%
MENG, Hong 100,000 1.71 100,000 0.00%
ZHANG, Xiao 100,000 1.71 100,000 0.00%
WEN, Cheng Gang 100,000 1.71 100,000 0.00%
YU, Yang 100,000 1.71 100,000 0.00%
ZHANG, YuQi 10,000 0.17% 10,000 0.00%
ZHANG, Huazhong 10,000 0.17% 10,000 0.00%
LIU, Xiao 10,000 0.17% 10,000 0.00%
ZHANG, Zi Long 10,000 0.17% 10,000 0.00%
LI, Jing 10,000 0.17% 10,000 0.00%
MANQING, Wang 10,000 0.17% 10,000 0.00%
HONG, Ji 10,000 0.17% 10,000 0.00%
Big-On-Burgers Restaurants 275,000 4.70% 275,000 0.00%
TOTAL 5,845,000 100.00% 5,845,000 0.00%
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We issued the foregoing 5,845,000 shares of common stock as restricted securities pursuant to Reg. S of the Securities Act of 1933 in that all of the sales took place outside the United States of America with non-US persons. The following is a summary of the issuances of shares pursuant to Reg. S of the Act.
a) In April 2005, we issued 3,000,000 shares of common stock to Liu, Yan in consideration of $0.001 per share or a total of $3,000.
b) In April and May of 2005, we issued 2,500,000 shares of common stock to twenty five individuals in consideration of $0.01 per share or a total of $25,000.
c) In May 2005, we issued 70,000 shares of common stock to seven individuals in consideration of $0.10 per share or a total of $7,000.
d) In May 2005, we issued 275,000 shares of common stock to Big-On-Burgers Restaurants in consideration for being granted the rights to the Big-On-Burgers franchise.
Future Sales of Shares
A total of 5,845,000 shares of common stock are issued and outstanding. Of the 5,845,000 shares outstanding, all are restricted securities as defined in Rule 144 of the Securities Act of 1933. Of the 5,845,000 restricted shares, all are being offered for sale by the selling shareholders in this offering.
Shares purchased in this offering will be immediately resalable without restriction of any kind.
DESCRIPTION OF SECURITIES
Common Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if and
when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
Reports
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
Stock transfer agent
Our stock transfer agent for our securities is Empire Stock Transfer Inc., Suite 300 7251 West Lake Mead Boulevard, Las Vegas, Nevada 89128 and its telephone number is (702) 562-4091.
CERTAIN TRANSACTIONS
We issued 3,000,000 shares of common stock to Yan Liu, our president and a member of the board of directors in April 2005, in consideration of $3,000.
We issued 275,000 shares of common stock to Big-On-Burgers Restaurants in May 2005 in consideration for being granted the rights to the Big-On-Burgers franchise.
LITIGATION
We are not a party to any pending litigation and none is contemplated or threatened.
EXPERTS
Our financial statements for the period from inception to June 30, 2005, included in this prospectus have been audited by Gordon K. W. Gee, Chartered Accountant, 325 Howe Street, Suite 605, Vancouver, British Columbia V6C 1Z7.
LEGAL MATTERS
Certain legal matters with respect only to the validity and nonassessability under Nevada law of the Shares of Common Stock will be passed on for the Company by Erwin & Thompson LLP, Reno, Nevada. Their address is 1 East Liberty St., Suite 424, P.0. Box 40817, Reno, Nevada, 89504
Financial Statements
Our fiscal year end is September 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by a firm of Chartered Accountants.
Our financial statements from inception to June 30, 2005 (audited) immediately follows:
TORO VENTURES INC.
FINANCIAL STATEMENTS
GORDON K.W. GEE
Chartered Accountant #601 - 325 Howe Street
Vancouver, BC V6C 1Z7
An Incorporated Professional Telephone: (604) 689 - 8815
Facsimile: (604) 689 - 8838
Email: gkwg@telus.net
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Toro Ventures Inc.:
I have audited the accompanying balance sheet of Toro Ventures Inc. as at 30 June 2005 and the related statements of operations and deficit and cash flow for the period then ended. These financial statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit
I have conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in all material respects, the financial position of Toro Ventures Inc. as at 30 June 2005 and the results of the operations and cash flow of the company for the period then ended, in conformity with Canadian generally accepted accounting principles accepted in the United States of America. As required by the Business Corporations Act (Ontario), I report that in my opinion, these principles have been applied on a basis consistent with that of the preceding year.
/s/ Gordon K.W. Gee
-----------------------
Gordon K.W. Gee
CHARTERED ACCOUNTANT
Vancouver, B.C., Canada
Date: 29 July 2005
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TORO VENTURES INC.
BALANCE SHEET
AS AT 30 JUNE
2005
$
----
ASSETS
CURRENT
Cash 17,863
Prepaid expenses 10,000
------
27,863
INVESTMENT IN A FRANCHISE (Note 3) 25,000
TOTAL ASSETS 52,863
======
LIABILITIES
CURRENT
Accounts payable and accrued liabilities 2,424
OBLIGATION TO ISSUE SHARES (Note 4) 60,000
------
TOTAL LIABILITES 62,424
======
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Note 5) 1
DEFICIT (9,562)
------
(9,561)
TOTAL LIABILITES AND SHAREHOLDERS EQUITY 52,863
======
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APPROVED BY THE DIRECTOR:
"Yan Liu", Director and Chief Executive Officer
(See accompanying notes to the financial statements)
TORO VENTURES INC.
STATEMENT OF OPERATIONS AND DEFICIT
FOR THE INITIAL PERIOD ENDED 30 JUNE 2005
2005
$
----
GENERAL AND ADMINISTRATIVE EXPENSES
Regulatory and transfer agent fees 250
Professional fees 2,300
Management fees 4,000
Facilities costs 3,000
Bank charges and interest 12
------
LOSS AND DEFICIT (9,562)
======
LOSS PER SHARE
Basic loss per share (9,437)
======
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(See accompanying notes to the financial statements)
TORO VENTURES INC.
STATEMENT OF CHANGES IN CASH FLOWS
FOR THE INITIAL PERIOD ENDED 30 JUNE 2005
OPERATING ACTIVITIES
Net Loss (9,437)
Prepaid Expenses (10,000)
Accounts payable and accrued liabilities 2,300
-------
(17,137)
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FINANCING ACTIVITIES
Obligation to issue shares 60,000
INVESTING ACTIVITIES
Investment in franchise (25,000)
-------
INCREASE IN CASH 17,863
=======
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(See accompanying notes to the financial statements)
TORO VENTURES INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE INITIAL PERIOD ENDED 30 JUNE 2005
1. INCORPORATION AND OPERATING ACTIVITES
Toro Ventures Inc. was incorporated on 11 April 2005, under the laws of the State of Nevada, U.S.A. Operations started on that Date.
Toro Ventures Inc. is a company that is developing business ventures in the Peoples Republic of China.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are
translated into Canadian dollars at the period end exchange rate,
non-monetary assets are translated at historical exchange rates and all
income and expenses are translated at average exchange rates prevailing
during the period. Foreign currency translation adjustments are
included in income.
Loss Per Share
Loss per share has been calculated based on the weighted average number
of shares outstanding.
Fair Value of Financial Instruments The respective carrying value of certain on-balance sheet financial instruments approximate their fair values. These financial statements include cash, receivables, advances receivable, cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
materially differ from these estimates.
Future Income Taxes
The company recognizes income taxes using an asset and liability
approach. Future income tax assets and liabilities are computed
annually for differences between the financial statements and bases
using enacted tax laws and rates applicable to the periods in which the
differences are expressed to affect taxable income.
3. INVESTMENT IN FRANCHISE
On 15 May 2005 the company entered into an agreement with a Canadian company to acquire the right to establish franchise outlets in parts of the People's Republic of China. The agreement is for 10 years with an option to renew for an additional 10 years after the termination of the initial term.
The consideration given for the Right is 275.000 common shares. In addition a 5% royalty is to be paid on all outlet gross sales to the franchisers along with 3% advertising royalty on all outlet gross sales.
4. OBLIGATION TO ISSUE SHARES
The company has received $35,000 toward the issuance of 5,570,000 shares. In addition the company has invested in a franchise in which consideration is to be given of $25,000 or 275,000 shares.
5. SHARE CAPITAL
Authorized - 75,000,000 common shares with a par value of $0.001 per share.
Issued - 1 common share at $1
# $
-----------
Balance, 31 December 1996 1 1
6. INCOME TAXES
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The Company has tax losses of $9,437 which may be applied against future taxable income.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form SB-2 Registration Statement and has duly caused this Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada on this 12th day of August, 2005.
TORO VENTURES INC.
BY: /s/ Yan Liu
---------------
Yan Liu
President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Treasurer,
Secretary and a member of the Board of Directors
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KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Yan Liu, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amended Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Yan Liu President, Principal Executive Officer, August 12, 2005
-------------- Principal Financial Officer, Principal
Yan Liu Accounting Officer,Treasurer, Secretary,
and Director
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Exhibit 3.(I)
[GRAPHIC OMITTED] DEAN HELLER
[SEAL}
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Incorporation
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
Important. Read attached instructions before completing form.
1. Name of Corporation Toro Ventures Inc.
-------------------
2. Resident Agent Empire Stock Transfer Inc.
Name and Street Address: Name
-------------------------
(must be a Nevada address 7751 West Lake Mead Blvd Ste 300 Las Vegas NV 89128
where process may be Street Address City State Zip Code
served)
Optional Mailing Address City State Zip Code
3. Shares: (number of shares)
--------------------------
corporation authorized to Number of shares Number of Shares
issue with par value: 75,000,000 Par 0.001 without par value:
value:
4. Name & Addresses: of 1. Andrew Wong
Board of Directors/Trustees: Name
----------------------------
(attach additional page #232 - 2498 West 41st Avenue Vancouver BC V6M 2A7
there is more than 3 Street Address City State Zip Code
directors/trustees) 2.
Name
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
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5. Purpose: The purpose of this Corporation shall be:
--------
(optional - see instructions)
6. Names, Address Leah Finke /s/ Leah Finke
and Signature of Name Signature
Incorporator. 7251 West Lake Mead Blvd Ste 300 Las Vegas NV 89128
-----------------------------
(attach additional page there Address City State Zip Code
is more than 1 incorporator)
7. Certificate of Acceptance I hereby accept appointment as Resident Agent for the above named corporation.
of Appointment of /s/ Leah Finke 4/8/2005
Resident Agent: Authorized Signature of R. A. or On Behalf of R. Date
A. Company
This form, must be accompanied by appropriate fees. See attached fee schedule.
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EXHIBIT 3.(II)
Bylaws
Of
Toro Ventures, Inc.
1. Offices The principal office of the corporation in Nevada shall be located in Las Vegas, Nevada. The corporation may have such other offices and places of business, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time. The registered office of the corporation required by Nevada law to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the board of directors.
2. Meetings; Voting.
Section 2.1 Annual Meeting. Unless otherwise designated by the board of directors, the annual meeting of the shareholders shall be held at such time as may be determined by the board of directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held at the annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.
Section 2.2 Special Meetings. Special meetings of the shareholders for any purpose, unless otherwise prescribed by statute, may be called by the president, the board of directors or the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. Any holder or holders of not less than one-tenth of all of the outstanding shares of the corporation who desire to call a special meeting pursuant to this Section 2.2 shall notify the president that a special meeting of the shareholders shall be called. Within thirty (30) days after notice to the president, the president shall set the date, time and location of a shareholders' meeting. The date set by the president shall be not less than thirty (30) nor more than one-hundred twenty (120) days after the date of notice to the president. If the president fails to set the date, time and location of the special meeting within the thirty (30)-day time period described above, the shareholder or shareholders calling the meeting shall set the date, time and location of the special meeting.
Section 2.3 Place of Meeting. The board of directors may designate any place, either within or outside Nevada, as the place for any annual meeting or special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Nevada, as the place for such meeting. If no designation is made, or if a special meeting shall be called otherwise than by the board, the place of meeting shall be the registered office of the corporation in Nevada.
Section 2.4 Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or person Section
2.4 Notice of Meeting. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose for which the meeting is
called, shall be delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or person
Section 2.5 Adjournment. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
Section 2.6 Organization. The president or any vice president shall call meetings of shareholders to order and act as chairman of such meetings. In the absence of said officers, any shareholder entitled to vote at that meeting, or any proxy of any such shareholder, may call the meeting to order and a chairman shall be elected by a majority of the shareholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the corporation, any person appointed by the chairman shall act as secretary of such meeting.
Section 2.7 Agenda and Procedure. The board of directors shall have the responsibility for establishing an agenda for each meeting of shareholders, subject to the rights of shareholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairman shall be charged with the orderly conduct of all meetings of shareholders; provided, however, that in the event of any difference in opinion with respect to the proper course of action which cannot be resolved by reference to statute, or to the articles of incorporation, or these bylaws, Robert's Rules of Order (as last revised) shall govern the disposition of the matter.
Section 2.8 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately before such meeting. In lieu of closing the stock transfer books the
board of directors may fix in advance a date as the date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days, and, in case of a meeting of shareholders, not less than ten (10)
days before the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring the dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section 2.8, such determination shall apply to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of the closing has expired.
Section 2.9 Voting Records. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten (10) days before such meeting, this record shall be kept on
file at the principal office of the corporation, whether within or outside
Nevada, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during usual business hours. Such record
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder for any purpose germane to
the meeting during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such record or transfer books or to vote at any meeting of shareholders.
Any officer or agent having charge of the stock transfer books who fails to
prepare the record of shareholders, or to keep it on file for a period of ten
(10) days before the meeting or to produce and keep it open for inspection at
the meeting as provided in this section, is liable to any shareholder suffering
damage due to the failure to the extent of the damage.
Section 2.10 Quorum. Unless otherwise provided by the articles of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If fewer than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed sixty (60) days at any one adjournment. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of shareholders so that less than a quorum remains.
If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.
Section 2.11 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or such shareholder's duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after six (6) months from the date of its execution unless otherwise provided in the proxy.
Section 2.12 Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation. If the articles of incorporation provide for more or less than one vote for any share on any matter, every reference in the Nevada statutes to a majority or other proportion or number of hares shall refer to such a majority or other proportion or number of votes entitled to be cast with respect to such matter. In the election of directors, each record holder of stock entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by such person, for as many persons as there are directors to be elected, and for whose election he has the right to vote unless the articles of incorporation otherwise provide. Cumulative voting shall not be allowed.
Section 2.13 Voting of Shares by Certain Holders.
a. Neither treasury shares, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into such person's name. Shares standing in the name of
a trustee may be voted by such person, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into such trustee's name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into such receiver's name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares to transferred.
Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of certificates therefor.
b. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, those persons' acts with respect to voting shall have the following effect:
(i) If only one person votes, such person's act binds all;
(ii) If more than one person votes, the act of the majority so voting binds all;
(iii) If more than one person votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares of a beneficiary, if any, may apply to any court of competent jurisdiction in the State of Nevada to appoint an additional person to act with the persons so voting the shares. The shares shall then be voted as determined by a majority of such persons and the person appointed by the court.
If an instrument filed with the secretary of the Corporation pursuant to this subsection b shows that a tenancy is held in unequal interests, a majority or even split for the purpose of this subsection b shall be a majority or even split in interest.
The provisions of this subsection b shall not apply if the secretary of the corporation is given written notice of alternate voting provisions and is furnished with a copy of the instrument or order appointing those persons or creating the relationship wherein alternate voting provisions are established.
Section 2.14 Informal Action by Shareholders. Any action required or allowed to be taken at a meeting of the shareholders may be taken without a meeting provided that a consent in writing which describes the action so taken shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter of the consent, except that: (a) if any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and (b) this provision for action by written consent does not supersede any specific provision for action by written consent contained in the Nevada statutes.
3. Board of Directors.
Section 3.1 General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the Nevada statutes or in the articles of incorporation.
Section 3.2 Performance of Duties. A director of the corporation shall perform such director's duties as a director, including such director's duties as a member of any committee of the board upon which such director may serve, in good faith, in a manner such director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such director's duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Section 3.2; but such director shall not be considered to be acting in good faith if such director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs such person's duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups upon hose information, opinions, reports, and statements a director is entitled to rely are:
a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
b. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or
c. A committee of the board upon which he does not serve, duly designated in accordance with the provisions of the articles of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
Section 3.3 Number, Tenure and Qualifications. The number of directors of the corporation shall be as described in the articles of incorporation. The directors shall be elected at each annual meeting of shareholders. Each director shall hold office until the next annual meeting of shareholders and thereafter until such director's successor shall have been elected and qualified. Directors shall be eighteen (18) years of age or older, but need not be residents of Nevada or shareholders of the corporation. Directors shall be removable in the manner provided by the statutes of Nevada.
Section 3.4 Resignation. Any director of the corporation may resign at any time by giving written notice of such director's resignation to the board of directors, the president, any vice president or the secretary of the corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors resigns from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
Section 3.5 Removal. Except as otherwise provided in the articles of incorporation or in these bylaws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of two-thirds of the issued and outstanding shares of stock entitled to vote for the election of directors of the corporation given at a special meeting of the shareholders called and held for such purpose. The vacancy in the board of directors caused by any such removal may be filled by the shareholders entitled to vote thereon at such meeting. If the shareholders at such meeting shall fail to fill the vacancy, the board of directors may do so as provided in this Section 3.5.
Section 3.6 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum except as otherwise provided herein. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at any annual meeting or at a special meeting of shareholders called for that purpose, and a director so chosen shall hold office until the next annual meeting of shareholders and until such director's successor has been elected and has qualified.
Section 3.7 Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings without other notice than such resolution.
Section 3.8 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or the director if the corporation has one director or any two directors if the corporation has two or more directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the board of directors called by them.
Section 3.9 Notice. Notice of any special meeting shall be given at least seven (7) days in advance of the meeting by written notice delivered personally or mailed to each director at such director's business address, or by notice given at least two days previously by telegraph, telex, electronic facsimile, electronic mail or other means of electronic data transmission. Mailed notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid. If notice is given by any means of electronic data transmission, the Notice shall be deemed to be delivered when the Notice is received by the addressee. Any director may waive notice of any meeting. By attending or participating in a regular or special meeting, a director waives any required notice of such meeting unless the director, at the beginning of the meeting objects to the holding of the meeting or the transacting of business at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 3.10 Quorum. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 3.11 Manner of Acting.If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the board, unless the vote of a greater number is required by law or the articles of incorporation.
Section 3.12 Compensation. By resolution of the board of directors, any director may be paid any one or more of the following: such director's expenses, if any, of attendance at such meeting; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 3.13 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting or unless such director files such director's written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by certified or registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.14 Executive Committee. The board of directors, by resolution adopted by a majority of the number of directors elected and qualified at the time of the resolution, may designate two or more directors to constitute an executive committee, which shall have and may exercise all of the authority of the board of directors or such lesser authority as may be described in said resolution. No such delegation of authority shall operate to relieve the board of directors or any member of the board from any responsibility imposed by law.
Section 3.15 Informal Action by Directors.Any action required or permitted to be taken at a meeting of the directors, executive committee or other committee of the directors may be taken without a meeting if a consent in writing which describes the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter.
Section 3.16 Meetings by Telephone. One or more members of the board of directors or any committee of the directors may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
4. Officers and Agents.
Section 4.1 General. The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be elected by the board of directors. The board of directors may appoint one or more vice presidents and such other officers, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the board of directors. The salaries of all the officers of the corporation shall be fixed by the board of directors. One person may hold two or more offices. The officers of the corporation shall be eighteen (18)
years of age or older. In all cases where the duties of any officer, agent or employee are not prescribed by the bylaws or by the board of directors, such officer, agent or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board.
Section 4.2 Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until such officer's successor shall have been duly elected and shall have qualified; or until such officer's death; or until such officer shall resign; or until such officer shall have been removed in the manner hereinafter provided.
Section 4.3 Removal. Any officer or agent may be removed by the board of directors or by the executive committee, if any, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.4 Vacancies. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.
Section 4.5 President. The president shall, subject to the direction and supervision of the board of directors, be the chief executive officer of the corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. The president shall, unless otherwise directed by the board of directors, attend in person or by substitute appointed by the president, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation, at all meetings of the stockholders of any other corporation in which the corporation shall hold any stock. The president may, on behalf of the corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the board of directors. The president shall have custody of the treasurer's bond, if any. If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the board of directors, all the same responsibilities, rights and obligations as described in these bylaws for the president.
Section 4.6 Vice Presidents. The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. In the absence of the president, the vice president designated by the board of directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation shall be made all vice presidents may exercise such powers and perform such duties.
Section 4.7 Secretary. The secretary shall perform the following: (a) keep the minutes of the proceedings of the shareholders, executive committee and the board of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the board of directors; (d) keep at the corporation's registered office or principal place of business within or outside Nevada a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
Section 4.8 Treasurer. The treasurer shall be the principal financial officer of the corporation and shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the board of directors. The treasurer shall receive and give receipts and acquittances for monies paid in on account of the corporation, and shall pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. The treasurer shall perform all other duties incident to the office of the treasurer and, upon request of the board, shall make such reports to it as may be required at any time. The treasurer shall, if required by the board, give the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such treasurer's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in the treasurer's possession or under the treasurer's control belonging to the corporation. The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the board of directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the corporation. The treasurer shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations.
Section 4.9 Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the board of directors.
Section 4.10 Bonds. If the board of directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the board of directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.
5. Stock.
Section 5.1 Certificates. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the corporation, or with a facsimile thereof. The signatures of the corporation's officers on such certificate may also be facsimiles if the certificate is either countersigned by a transfer agent other than the corporation itself or an employee of the corporation or registered by a registrar other than the corporation itself or an employee of the corporation. Except that if the corporation is governed by the rules of the New York Stock Exchange or by comparable rules of other regulated securities exchanges and it acts as its own transfer agent and/or registrar it shall be allowed to countersign its own certificates. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue. Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class or more than one series of any class shall describe on the face or back of the certificate or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series, so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state the following upon its face: the name of the state of the corporation's organization; the date of the corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the board of directors. No certificate shall be issued until the shares represented thereby are fully paid.
Section 5.2 Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, its date of issuance and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the corporation shall be deemed the owner, and thus a holder of record of such shares of stock, for all purposes as regards the corporation.
Section 5.3 Consideration for Shares. Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the board of directors. That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or in labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares unless approved by the board of directors.
Section 5.4 Cancellation of Certificates.All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as herein provided with respect to lost, stolen or destroyed certificates.
Section 5.5 Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The board of directors may in its discretion require a bond in such form and amount and with such surety as it may determine, before issuing a new certificate.
Section 5.6 Transfer of Shares. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the corporation which shall be kept at its principal office or by its registrar duly appointed.
The corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.
Section 5.7 Transfer Agents, Registrars and Paying Agents. The board may at its discretion appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.
6. Indemnification of Officers and Directors.
The corporation shall indemnify, to the full extent and in the manner
permitted under the laws of Nevada and any other applicable laws, any person
made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was a director or officer of this corporation or served any
other enterprise as a director or officer at the request of this corporation;
such right of indemnification shall also be applicable to the executors,
administrators and other similar legal representative of any such director or
officer. The provisions of this Section shall be deemed to be a contract between
the corporation and each director and officer who serves in such capacity at any
time while this Section is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in whole or in part upon any such state of facts. The foregoing rights of
indemnification shall not be deemed exclusive of any other rights to which any
director or officer or such person's legal representative may be entitled apart
from the provisions of this Section. The following provisions shall govern
indemnification under this Section:
Section 6.1 Each person indemnified by the corporation must promptly after receipt of written notice of any demand or claim or the commencement of any action, suit or proceeding within the corporation's indemnification obligation shall immediately notify the corporation in writing.
Section 6.2 The corporation shall have the right, by notifying the party who asserts a claim for indemnification within thirty (30) days after the corporation's receipt of the notice of the claim or demand, to assume the entire
control of the defense, compromise, or settlement of the action, suit or proceeding, including employment of counsel of the corporation's choice. The party who asserts the right to indemnification under this Section shall have the right to participate, at such party's expense and with counsel of such party's choice, in the defense, compromise, or settlement of the matter.
Section 6.3 The corporation's indemnification obligations shall be binding on the corporation and its successors and assigns and shall ensure to the benefit of and, where applicable, shall be binding on each party entitled to indemnification and each party's successors and assigns. The corporation may prospectively amend, modify or revoke the provisions of this Section concerning indemnification.
Section 6.4 Each party entitled to indemnification under this Section expressly and unconditionally waives, in connection with any suit, action or proceeding brought by such party concerning indemnification under this Section, any and every right such person may have to: (a) injunctive relief; (b) a trial by jury; (c) interpose any counterclaim; and (d) have such suit, action or proceeding consolidated with any other or separate suit, action or proceeding. Nothing in this Section shall prevent or prohibit the corporation from instituting or maintaining a separate action against any party who asserts a claim for indemnification under this Section.
Section 6.5 This indemnity provision and the rights and obligations of the parties under this Section shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Nevada applicable to the interpretation, construction and enforcement of indemnities (without giving effect to Nevada's principles of conflicts of law).
Section 6.6 Each party who asserts a claim for indemnification under this
Section irrevocably submits to the jurisdiction of and venue in of any Nevada
state court or United States District Court sitting in Washoe County, Nevada,
over any suit, action or proceeding arising from or relating to indemnification
under this Section, and agrees that any suit, action or proceeding concerning or
relating to a claim for indemnification under this Section shall be commenced
and maintained in such courts. Each such party agrees and consents that, in
addition to any other methods of service of process provided for under
applicable law, all service of process in any such suit, action or proceeding
may be made by certified or registered mail, return receipt requested, directed
to such person at such person's respective address, and such service shall be
complete five (5) days after mailing.
7. Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies.
Section 7.1 Execution of Instruments. The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the
corporation, except as otherwise provided in these bylaws or where the execution and delivery thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. Unless authorized to do so by these bylaws or by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 7.2 Loans. The corporation may lend money to, guarantee the obligations of and otherwise assist directors, officers and employees of the corporation, or directors of another corporation of which the corporation owns a majority of the voting stock, only upon compliance with the requirements of the Nevada statutes.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 7.3 Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidence of indebtedness, bills of lading, warehouse receipts, trade acceptances and other such instruments shall be signed or endorsed by such officers or agents of the corporation as shall from time to time be determined by resolution of the board of directors, which resolution may provide for the use of facsimile signatures.
Section 7.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the board of directors, which resolution may specify the officers or agents of the corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the corporation or its order.
Section 7.5 Proxies. Unless otherwise provided by resolution adopted by the board of directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.
Section 7.6 Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
8. Miscellaneous.
Section 8.1 Waivers of Notice. Whenever notice is required by the Nevada statutes, by the articles of incorporation or by these bylaws, a waiver of the notice in writing signed by the director, shareholder or other person entitled to notice, whether before, at or after the time stated therein, or such person's appearance at such meeting in person or (in the case of a shareholders' meeting) by proxy, shall be equivalent to such notice.
Section 8.2 Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation and the words "Seal, Nevada".
Section 8.3 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.
Section 8.4 Amendments. The board of directors shall have the power to alter, amend or repeal the bylaws or adopt new bylaws of the corporation at any regular meeting of the board or at any special meeting called for that purpose, subject to repeal or change by action of the shareholders.
Section 8.5 Emergency Bylaws. Subject to repeal or change by action of the shareholders, the board of directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the Nevada statutes.
Adopted effective April 13, 2005.
Exhibit 5
Erwin & Thompson LLP A Limited Liability Partnership Including Professional Corporations
ONE EAST LIBERTY, SUITE 424 TELEPHONE: (775) 786-9494
POST OFFICE BOX 40817 FACSIMILE: (775) 786-1180
RENO, NEVADA 89504 E-MAIL: erwin@renolaw.com
URL: www.renolaw.com
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THOMAS P. ERWIN
FRANK W. THOMPSON
August 12, 2005
United States Securities and
Exchange Commission
450 Fifth Ave. N.W.
Washington DC 20549
Re: Registration Statement on Form SB-2 Toro Ventures, Inc., a Nevada corporation
Ladies and Gentlemen:
We have acted as special Nevada counsel to Toro Ventures, Inc., a Nevada corporation (the "Company"), in connection with the Registration Statement on Form SB-2 (the "Registration Statement"), for 5,845,000 shares of Common Stock, Par Value $.001 per share (the "Common Stock"). In connection with this opinion, we have examined the following documents:
1. The Articles of Incorporation of the Company filed with the Nevada Secretary of State.
2. The Bylaws of the Company.
3. Certain minutes and records of the Company made available to us by the Company, including the Directors' Consent dated August 12, 2005.
4. The Officer's Certificate of Bing Wong, President of the Company, dated August 12, 2005.
5. The Registration Statement.
6. Such other records and documents as we have deemed necessary and relevant to form the basis for our opinions.
The items described in Paragraphs 1, 2, 3 and 4 above are referred to collectively in this letter as the "Documents").
The opinions expressed in this letter are subject to the following assumptions and qualifications.
A. We assume the genuineness of all signatures and the official capacity of each person signing the Documents on behalf of the Company and the authenticity and accuracy of all Documents submitted to us as originals and the conformity to original documents of Documents submitted to us as certified or photostatic copies.
July 20, 2005
Page 2.
B. We are licensed to practice law only in the State of Nevada. Accordingly, we express no opinion concerning the statutory or case law of any state other than the State of Nevada, nor do we express any opinion as to any federal laws, including tax or securities laws. We express no opinion as to any securities laws in the State of Nevada. We express no opinion regarding the adequacy and sufficiency of the Registration Statement under any federal or state laws, our opinion being expressly limited to the authorization of the issuance and the validity of the Company's Common Stock.
C. We assume that the Company has taken no action to voluntarily dissolve the Company, and that the Company has received no notice from any governmental agency of such agency's intention to seek to revoke the Company's corporate standing or to dissolve the Company.
D. This opinion is rendered as of the above date, and we do not undertake to advise you of matters which may come to our attention after this date nor do we undertake to advise you of those matters occurring after the date of our opinion.
Based on the foregoing, it is our opinion that the Common Shares have been duly authorized by all necessary corporate action on part of the Company and have been validly issued, fully paid and are nonassessable, and, if the Common Stock is sold after the effectiveness of the Registration Statement, the Common Stock will be validly issued, fully paid and non-assessable.
This opinion has been delivered solely to the Securities Exchange Commission and is not to be made available to or relied upon by other persons or entities without our prior, express written consent. It is limited to the matters specifically addressed and may not be relied upon as to any related or collateral matter. This opinion is based upon the accuracy of the assumptions and upon current Nevada laws, regulations and judicial decisions. If the assumptions are not valid or if there is a material change in the law, the matters addressed in this opinion must be reexamined.
Very truly yours,
/s/ Erwin & Thompson LLP |
EXHIBIT 10
MASTER FRANCHISE AGREEMENT dated May 15, 2005.
BETWEEN : 680220 BC LTD.
Big-On-Burgers Restaurants
31930 South Fraser Way,
Abbotsford, BC
Canada, V2T 1V6
(The "Franchisor")
AND : Toro Ventures Inc.
232-2498 West 41st Ave.
Vancouver, BC
Canada, V6M 2A7
(The "Sub-Franchisor")
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RECITALS
1. The Franchisor by itself or through affiliated companies has operating experience of hamburger restaurants, know-how and ability in the development and opening and operation of hamburger restaurants, which are identified to the public under the trademark:
English:
Big-On-Burgers (Old Style Hamburgers)TM
Chinese:
and other service marks, trade marks, trade names and/or applications as well as logos, insignia, labels, trade dress, slogans or other identification schemes used from time to time by the Franchisor in association with the System (hereinafter collectively called the "Trademark") and in connection therewith the Franchisor has developed standards, specifications relating to the designing, building and fixturing of such outlets, formulations, recipes, standards for sourcing of products, its preparation and presentation, marketing techniques (hereinafter collectively called the "System" )
2. The Sub-Franchisor has requested and the Franchisor has agreed to grant to the Sub- Franchisor exclusive right and license in the provinces of Hubei and Beijing in China (hereinafter collectively called the "Exclusive Territory") to operate through the Sub- Franchisor's own company or affiliates or to franchise other persons, companies or other entities to own and operate:
Big-On-Burgers Restaurants, (take in or take out) whether outside or in-store, or in a mall (hereinafter collectively called " Franchised Outlets") with the right and license to use or to license others to use the System and Trademark.
All of the aforementioned rights including: the right to establish and operate Franchised Outlets, by the Sub- Franchisor's own company, subsidiaries or affiliates or to franchise other persons, companies or other entities to own and operate Franchised Outlets; to license the use of the System and use of the Trademark in the operation of the Franchised Outlets; all exclusively in the Exclusive Territory are hereinafter collectively called the "Rights".
GRANT OF RIGHT AND LICENCE
3. The Franchisor hereby grants to the Sub-Franchisor and the Sub-Franchisor hereby accepts from the Franchisor the exclusive license to use the Trademark in connection with the business of operating Franchised Restaurants owned by the Sub-Franchisor or its affiliated companies as well as the exclusive right to franchise others to operate Franchised Outlets using the System and to sub-license others to use the Trademark in connection therewith solely in the Exclusive Territory. Sub-Franchisor may carry on the operation of any number of Franchised Outlets.
4. The Franchisor covenants during the Term of this Agreement, any renewal or over-holding period the Franchisor shall not without the prior written consent of the Sub-Franchisor either individually, or in partnership or jointly in conjunction with any person, firm association, syndicate, or corporation as principal, agent, shareholder, or in any manner whatsoever carry on or be engaged in or become concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed in any business in the Exclusive Territory operating in competition with or similar to the business associated with the Rights of the Sub-Franchisor as carried on from time to time during the Term of this Agreement or any holdover period.
TERM
5. This Agreement shall remain in full force and effect for a period of
TEN (10) YEARS with the Term terminating on April 15, 2015.
(Hereinafter such period is called the "Term")
RENEWAL AND RIGHT OF FIRST REFUSAL
6. The Sub-Franchisor and Franchisor agree as follows:
Option to Renew
a) The Sub-Franchisor shall have the option to renew this Agreement for a further term of TEN (10) YEARS (hereinafter called the "Renewal Term") upon the same terms and conditions set forth and contained in this Lease save and except the Fees of contained in this Agreement. The Renewal Term will commence upon the expiration of the term granted by this Agreement. If no agreement can be reached within 90 days of the date the Sub-Franchisor exercises its option to renew, then the question of the Fee shall be submitted to Arbitration by one arbitrator or in the event the parties are unable to agree upon a single arbitrator then by three (3) arbitrators (one to be appointed by the other two arbitrators) pursuant to the Arbitration Act of the Province of British Columbia in effect at the time of the controversy. The arbitrator or if more than one, then at least one of them, shall be a Certified Business Valuator with experience in valuating franchises. The decision of the arbitrator or arbitrators, as the case may be, shall be binding upon the parties. Notwithstanding the said Arbitration Act, all costs or arbitration shall be shared by the Franchisor and the Sub-Franchisor. The option granted by the Franchisor shall only be valid and binding upon the Franchisor if it is exercised in writing by the Sub-Franchisor not less than SIX (6) MONTHS before the expiration of the Term.
b) Right of First Refusal
During the SIX (6) MONTHS of the Term only and during any
holdover period in which the Sub-Franchisor continues to have
the benefit of the Rights (or a portion thereof) and provided
the Sub-Franchisor and Franchisor have not already renewed
this Agreement, or the Sub-Franchisor has not already
exercised its option to renew, the Franchisor may solicit
offers or make offer to grant the Rights but only for a TEN
(10) YEAR term for the Exclusive Territory. The Franchisor
shall not accept any offer or make any offer to any other
person without first giving the Sub-Franchisor notice in
writing, the Franchisor is willing to accept an offer from the
Sub-Franchisor on similar terms. The Franchisor shall deliver
a written offer to the Sub-Franchisor (the "Offer") setting
out the consideration, terms and conditions. The Offer shall
remain open for acceptance by the Franchisor for a period of
FOURTEEN (14) Days from and after the date of receipt of the Offer by the Sub-Franchisor. If the Sub-Franchisor accepts the Offer, a binding contract of a Master Franchise Agreement shall come into effect. If the Sub-Franchisor does not accept the Offer, then the Franchisor may grant such Rights to any other person, firm or corporation (a "Third Party") provided, however, that:
(i) the Rights may not be granted to a Third Party upon terms more favourable to such Third Party than the terms contained in the Offer;
(ii) if the Rights are not granted to a Third Party on the terms as contemplated in the Offer, the Franchisor shall not be entitled to grant such Rights to a Third Party and the provisions of these sections under the heading "Renewal" in this Agreement shall again become applicable to any offer or grant of Rights by the Franchisor.
7. The Franchisor shall not deal with the rights in any manner except as provided in this Agreemeent, that is it shall not deal with the rights except during the SIX (6) MONTHS the Term as contemplated in the foregoing section and only if the Sub-Franchisor has not exercised its option to renew.
8. The Franchisor and Sub-Franchisor agree that if a Third Party obtains the Rights by reason of a breach of the terms of the Agreement by the Franchisor (including but not limited to failure to give notice to the Sub-Franchisor or making a similar offer to the Sub-Franchisor pursuant to the Right of First Refusal), then the Franchisor agrees that reasonable damages to compensate the Sub-Franchisor for its breach of this Agreement shall be payment by the Franchisor to the Sub-Franchisor of 30% of the annual gross income of all of the Franchised Outlets in the Exclusive Territory for FIVE (5) YEARS commencing when the date the Sub-Franchisor has lost the use of the Rights.
FEES AND ROYALTIES
9. The Fee, being the consideration for the grant of the Rights under this Agreement shall be the issuance of 275,000 shares of common stock by the Sub-Franchisor upon the signing of this Agreement.
A royalty of 5% of monthly gross sales of all of the Franchised Outlets operating in the Exclusive Territory will be remitted to the Franchisor by the Sub-Franchisor by the fifteen of the following month.
An advertising royalty of 3% of monthly gross sales of all of the Franchised Outlets operating in the Exclusive Territory will be remitted to the Franchisor by the Sub-Franchisor by the fifteen of the following month.
10. Except for the aforesaid consideration stated in the previous paragraph, the Sub-Franchisor shall not be required to make any other payment to the Franchisor for the Rights during the Term. There are no royalties, percentage fee, or consideration of any kind payable for the Rights or the ongoing use of the Rights by the Sub-Franchisor during the term.
MODIFICATION OF THE TRADEMARK AND SYSTEM
11. The Franchisor acknowledges that the market conditions in the Exclusive Territory are unique and the Trademark and System as presently used by the Franchisor must be modified by the Sub-Franchisor to adapt to the market for the Exclusive Territory. The Sub-Franchisor may make changes to the Trademark and the System as the Sub-Franchisor in its sole discretion deems fit to meet the demands of its customers in the Exclusive Territory.
SALE ASSIGNMENT AND TRANSFER
12. The Sub-Franchisor may assign, sell, and transfer ("Transfer") its interest in this Agreement or the Rights granted herein at anytime with FOURTEEN (14) DAYS prior notice to the Franchisor. A Transfer shall also mean the sale of all or a portion of the corporate shares of the Sub-Franchisor resulting in a charge in control. The Sub-Franchisor may without consent of the Franchisor and without notice to the Franchisor assign, sell and transfer all of her interest in this Agreement or the Rights to a corporation incorporated or to be incorporated in the Exclusive Territory (the "Assignee"), of which the Sub-Franchisor or a person of her immediate family (including child, parent, spouse, sibling) is a shareholder. To the extent the Assignee assumes the covenants and obligations of the Sub-Franchisor hereunder, the Sub-Franchisor shall thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations.
13. The Sub-Franchisor shall grant franchises for TEN (10) YEAR periods. If the holder of the Rights for the Exclusive Territory should change, the Franchisor and the Sub- Franchisor shall ensure that the new holder of the Rights for the Exclusive Territory is obliged to fulfill the Sub Franchisor's obligations with such franchisees for the full term and any renewal term of each franchise agreement with each respective franchisee.
PROMOTION
14. The Franchisor is responsible for promotional events when the first Franchised Outlet opens in the Exclusive Territory. The Franchisor is responsible to pay for the airfare for its staff, consultants and agents to attend the opening and the Sub-Franchisor is responsible for payment of lodging and meals for such persons during the promotion period. The parties will cooperate in good faith using best efforts to give maximum effort in promoting the success of the business of the Sub-Franchisor in the Exclusive Territory.
TRAINING
15. The Franchisor will send its employees, consultants, and agents to the Exclusive Territory to provide technical support, training and management assistance. The Franchisor will pay for airfare of such persons and the Sub-Franchisor will pay for lodging and meals for such persons.
GENERAL PROVISIONS
Law Applicable
16. This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.
Entire Agreement
17. This agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings between the parties in any way relating to the subject matter hereof. It is expressly understood and agreed that the Company has made no representations, inducements, warranties or promises whether direct, indirect or collateral, oral or otherwise, concerning this agreement, the matters herein, the business franchised hereunder or concerning any other matter, which are not embodied herein.
Severability of Clauses
18. If any covenant or other provision of this agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy such covenant or other provision shall be severed; all other conditions and provisions of this agreement shall, nevertheless, remain in full force and effect and no covenant or provision shall be deemed dependant upon any other covenant or provision unless so expressed herein.
Time of Essence
19. Time shall be of the essence of this agreement and of each and every part hereof.
Notices
20. All notices, requests, demands or other communications (collectively "Notices") by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by registered mail, postage prepaid, addressed to the other parties or delivered to such other parties as follows:
(a) To the Franchisor at: Big On Burgers 31930 South Fraser Way, Abbotsford, BC Canada, V2T 1V6
(b) To the Sub-Franchisor at: Toro Ventures Inc. 232-2498 West 41st Ave.
Vancouver, BC
Canada, V6M 2A7
or at such other address as may be given by one of them to the other in writing from time to time, and such Notices shall be deemed to have been received when delivered, or if mailed, FOURTEEN (14) DAYS after the date of mailing thereof; provided that if any such Notice shall have been mailed and if regular mail service shall be interrupted by strike or other irregularity before the deemed receipt of such Notice as aforesaid, then such Notice shall not be effective unless delivered.
Agreement Binding Upon Successors and Assigns
21. Subject to the restrictions on assignment herein contained, this agreement shall ensure to the benefit of and be binding upon the Sub-Franchisor and the Franchisor and their respective successors, legal representatives and assigns.
ROYALTIES TO SUB-FRANCHISOR
22. The Franchisor acknowledges that the Sub-Franchisor is taking considerable risk in developing and applying the Franchisor's System in Exclusive Territory, and in consideration of such risk and effort the Franchisor agrees that if the Franchisor and Sub-Franchisor for whatever reason do not renew the Term, the Franchisor will pay to the Sub-Franchisor a royalty equal to 2.5% of the annual gross income of all of the Franchised Outlets operating in the Exclusive Territory for the period of FIVE (5) YEARS commencing when the Sub-Franchisor ceases to have the use of the Rights for any reason including but not limited to termination of the Term, termination of the Renewal Term or termination of any holdover period when the Sub-Franchisor has the rights after the termination of the Term or Renewal Term.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement the day and year first above written.
Per: 680220 BC Ltd.
Per: Toro Ventures Inc.
Exhibit 23.1
Erwin & Thompson LLP A Limited Liability Partnership Including Professional Corporations
ONE EAST LIBERTY, SUITE 424 TELEPHONE: (775) 786-9494
POST OFFICE BOX 40817 FACSIMILE: (775) 786-1180
RENO, NEVADA 89504 E-MAIL: erwin@renolaw.com
URL: www.renolaw.com
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THOMAS P. ERWIN
FRANK W. THOMPSON
August 12, 2005
United States Securities and
Exchange Commission
450 Fifth Ave. N.W.
Washington DC 20549
Re: Registration Statement on Form SB-2 Toro Ventures, Inc., a Nevada corporation
Ladies and Gentlemen:
We consent to the filing of our opinion of even date with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement on Form SB-2 filed by Toro Ventures, Inc. and the inclusion in the Registration Statement of our firm's name as Nevada counsel for Toro Ventures, Inc.
Very truly yours,
/s/ Erwin & Thompson LLP |
Exhibit 23.2
GORDON K.W.GEE
Chartered Accountant #601 325 Howe Street Vancouver, BC V6C 1Z7
An Incorporated Professional Telephone: (604) 689 8815 Facsimile: (604) 689 8838
Email: gkwg@telus.net
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12 August 2005
United States Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Dear Sirs / Mesdames
CONSENT OF INDEPENDENT AUDITOR
I consent to the reference to my firm under the caption "Experts" and to the use of my report dated 29 July 2005 on audited financial statements for the period from the inception date of 11 April 2005 to 30 June 2005, and as to related Note 1, included in the Registration Statement on Form SB2 and related Prospectus of Toro Ventures Inc. for the registration of shares of its common stock.
Yours sincerely,
/s/ Gordon K. W. Gee Ltd. ------------------------- Gordon K.W. Gee Ltd. Chartered Accountant Vancouver, B.C. Canada 08 August, 2005 |