SEC – ‘UPLOAD’ from 6/7/05 re: Tao Minerals Ltd. – ‘LETTER’

On:  Tuesday, 6/7/05, at 8:35am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  6/30/06   ·   Accession #:  0-5-28142

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    15K 


June 6, 2005                                                        

Mail Stop 0409                                                      

Mr. Don Axent                                                                   
President                                                                       
Tao Minerals, Ltd.                                                              
80 S Court Street                                                               
Thunder Bay, Ontario                                                            
Canada P7B 2X4                                                                  

Re:     Tao Minerals, Ltd.                                                      
Amendment No. 2 to Form SB-2                                        
Filed on May 24, 2005                                               
File No. 333-123560                                                 

Dear Mr. Axent:                                                                 

We have reviewed your filing and have the following                 
comments.                                                                       
Where indicated, we think you should revise your document in                    
response                                                                        
to these comments.  If you disagree, we will consider your                      
explanation as to why our comment is inapplicable or a revision is              
unnecessary.  Please be as detailed as necessary in your                        
explanation.                                                                    
In some of our comments, we may ask you to provide us with                      
supplemental information so we may better understand your                       
disclosure.                                                                     
After reviewing this information, we may or may not raise                       
additional                                                                      
comments.                                                                       

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

All page numbers refer to the marked courtesy copy of the           
registration statement that you provided to us.                                 

Form SB-2                                                                       

General                                                                         

1. We note your response to comment 1 in our prior letter dated                 
May                                                                             
16, 2005.  Please revise to omit the references to "development                 
stage" on pages F-2 and F-4.                                                    

Risk Factors, page 5                                                            

2. We note your response to comment 6 in our prior letter and your              
disclosure on page 24.  Please revise to include a risk factor                  
that                                                                            
discusses the fact that you have not entered into any verbal or                 
written agreement with a qualified engineer.  In this regard,                   
please                                                                          
omit any mitigating language in the risk factor regarding Mr.                   
Timmins` indication that he is prepared to oversee your                         
exploration                                                                     
program.                                                                        

If We Do Not Obtain Additional Financing, Our Business Will Fail,               
page 5                                                                          
3. Please indicate the cash available to you as of the most recent              
practicable date.                                                               

4. We note your response to comment 5 in our prior letter.  Please              
revise the risk factor to note that you will require additional                 
funding in order to cover your anticipated professional fees and                
general administrative expenses.  Also, please note whether you                 
will                                                                            
have to delay phase one if you do not receive additional funding                
to                                                                              
pay your professional fees and general administrative expenses.                 
Plan of Operations, page 24                                                     
5. We note your response to comment 8 in our prior letter.  Please              
revise to clarify that you will make a decision on whether to                   
proceed                                                                         
with each successive step or milestone upon completion of the                   
previous step or milestone and on the analysis of the results of                
that                                                                            
prior step.  Further, please revise to describe your plan of                    
operations in the event that by mid-September you receive the                   
results                                                                         
of the sample analysis and it does not contain significant                      
mineralization.  In addition, please revise to describe your plan               
of                                                                              
operations in the event that the geophysical study does not reveal              
significant mineralization.                                                     
Financial Statements                                                            
6. Please provide updated financial statements in your next                     
amendment                                                                       
to comply with the requirements of Item 310(g) of Regulation S-B.               

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

We will consider a written request for acceleration of the          
effective date of the registration statement as a confirmation of               
the                                                                             
fact that those requesting acceleration are aware of their                      
respective                                                                      
responsibilities under the Securities Act of 1933 and the                       
Securities                                                                      
Exchange Act of 1934 as they relate to the proposed public                      
offering                                                                        
of the securities specified in the above registration statement.                
We                                                                              
will act on the request and, pursuant to delegated authority,                   
grant                                                                           
acceleration of the effective date.                                             

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

You may contact Jamie Webster, Accountant, at (202) 551-3446    
or                                                                              
Dan Gordon, Accounting Branch Chief, at (202) 551-3486 if you have              
questions regarding comments on the financial statements and                    
related                                                                         
matters.  Please contact David Roberts, Staff Attorney, at (202)                
551-                                                                            
3856 or the undersigned at (202) 551-3411 with any other                        
questions.                                                                      

Sincerely,                                                          

Peggy Kim                                                           
Senior Counsel                                                      

cc:     Greg Jaclin, Esq. (via facsimile)                                       

??                                                                              

??                                                                              

??                                                                              

??                                                                              

Don Axent                                                                       
Tao Minerals, Ltd.                                                              
June 6, 2005                                                                    
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		6/30/06		8-K,  CORRESP,  UPLOAD
Filed on:		6/7/05		UPLOAD
		6/6/05		UPLOAD
		5/24/05		SB-2/A,  UPLOAD
		5/16/05		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/24/05  Tao Minerals Ltd.                 SB-2/A¶                4:509K                                   Newsfile Corp./FA