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Tao Minerals Ltd. · SB-2/A · On 6/16/05

Filed On 6/16/05, 4:41pm ET   ·   Accession Number 1062993-5-1380   ·   SEC File 333-123560

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

 6/16/05  Tao Minerals Ltd.                 SB-2/A                 3:565K                                   Newsfile Corp/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 3 to Registration Statement           HTML    347K 
 2: EX-5.1      Legal Opinion of Anslow & Jaclin, LLP, With         HTML      7K 
                          Consent to Use                                         
 3: EX-23.1     Consent of Webb & Company, CPA                      HTML      5K 


SB-2/A   —   Amendment No. 3 to Registration Statement
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Summary
"Statement of Changes in Stockholders' Equity for the Period From September 23, 2004 (Inception) to January 31, 2005
"Risk Factors
"If we do not obtain additional financing, our business will fail
"Because we have not commenced business operations, we face a high risk of business failure
"Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail
"Because management has not technical experience in mineral exploration, or business has a higher risk of failure
"We need to continue as a going concern if our business is to succeed. Our independent auditor has raised doubt about our ability to continue as a going concern
"Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business
"Even if we discover commercial reserves of precious metals on the Whale Mine Property, we may not be able to successfully obtain commercial production
"If we become subject to burdensome government regulation or other legal uncertainties, our business will be negatively affected
"Because two of our directors own 56.86% of our outstanding stock, they could control and make corporate decisions that may be disadvantageous to other minority stockholders
"Because our president has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail
"If we are unable to retain our executive officers, then we may not be able to implement our business plan
"If a market for our common stock does not develop, shareholders may be unable to sell their shares
"A purchaser is purchasing penny stock which limits the ability to sell stock
"Use of Proceeds
"Determination of Offering Price
"Dilution
"Selling Securityholders
"Plan of Distribution
"Legal Proceedings
"Directors, Executive Officers, Promoters and Control Persons
"Security Ownership of Certain Beneficial Owners and Management
"Description of Securities
"Interest of Named Experts and Counsel
"Disclosure of Commission Position of Indemnification for Securities Act Liabilities
"Organization Within Last Five Years
"Description of Business
"Plan of Operations
"Description of Property
"Certain Relationships and Related Transactions
"Market for Common Equity and Related Stockholder Matters
"Executive Compensation
"Financial Statements
"Unaudited financial statements for the period ending April 30, 2005; including
"Balance Sheet
"Page
"Balance Sheet as of April 30, 2005 (Unaudited)
"Statement of Operations
"Statements of Operations for the Three Months Ended to April 30, 2005 and for the Period From September 23, 2004 (Inception) to April 30, 2005 (Unaudited)
"Statement of Stockholders Equity
"Pages
"Statement of Changes in Stockholders' Equity for the Period From September 23, 2004 (Inception) to April 30, 2005 (Unaudited)
"Statements of Cash flows; and
"Statements of Cash Flows for the Three Months Ended April 30, 2005 and for the Period From September 23, 2004 (Inception) to April 30, 2005 (Unaudited)
"Notes to Financial Statements
"6 -- 8
"Notes to Financial Statements (Unaudited)
"Audited financial statements for the period ending January 31, 2005, including
"Report of Independent Registered Public Accounting Firm
"F-1
"F-2
"Balance Sheet as of January 31, 2005
"F-3
"Statements of Operations for the Period From September 23, 2004 (Inception) to January 31, 2005
"Statement of Stockholders' Equity; and
"F-4
"Statement of Cash Flows
"F-5
"Statement of Cash Flows for the Period From September 23, 2004 (Inception) to January 31, 2005
"F-6 -- F-8
"Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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  Filed by Automated Filing Services Inc. (604) 609-0244 - Tao Minerals Ltd. - Form SB-2  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION NO. 333-123560

FORM SB-2

AMENDMENT NO. 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TAO MINERALS LTD.
(Name of small business issuer in its charter)

NEVADA 1000 20-1682702
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization)  Classification Code Number) Identification No.)

Tao Minerals Ltd.
Don Axent, President
80 S Court Street
Thunder Bay, Ontario
Canada P7B 2X4
Telephone: (807) 344 2644
Facsimile:    (807) 344 2412

(Address and telephone number of principal executive offices)
Empire Stock Transfer Inc.
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, Nevada, USA 89128
Telephone: 702-562-4091

(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.

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

TITLE OF EACH    PROPOSED PROPOSED
CLASS OF    MAXIMUM MAXIMUM
SECURITIES                                     OFFERING  AGGREGATE  AMOUNT OF
TO BE  AMOUNT TO BE  PRICE PER OFFERING REGISTRATION
REGISTERED  REGISTERED  SHARE (1) PRICE(2) FEE (2)
Common Stock  3,339,500 $0.05 $166,975 $19.65

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price our common stock was sold to our shareholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.

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 June *, 2005




PROSPECTUS
TAO MINERALS LTD.
3,339,500 SHARES

COMMON STOCK


The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

The shares were acquired by the selling shareholders directly from us in two private offerings that were exempt from registration under the United States securities laws. We will bear all expenses related to the offering.

Our common stock is presently not traded on any market or securities exchange. It is our intention to have a market maker apply for trading for our common stock on the Over the Counter Bulletin Board (“OTC BB”) following the effectiveness of this registration statement. The 3,339,500 shares of our common stock can be sold by selling security holders at a fixed price of $.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.


The purchase of the securities offered through this prospectus involves a high degree of risk. SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 5-8

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


The Date Of This Prospectus Is: June *, 2005

2




Table Of Contents

      PAGE
Summary 4
Risk Factors 5
 
If we do not obtain additional financing, our business will fail
5
 
Because we have not commenced business operations, we face a high risk of business failure
6
 
Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail
6
 
Because management has not technical experience in mineral exploration, or business has a higher risk of failure.
6
 
We need to continue as a going concern if our business is to succeed. Our independent auditor has raised doubt about our ability to continue as a going concern
6
 
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business
7
 
Even if we discover commercial reserves of precious metals on the Whale Mine Property, we may not be able to successfully obtain commercial production
7
 
The probability of an individual mineral exploration prospect containing reserves is extremely remote. It is unlikely that we will find reserves on the Whale Mine claims. You may lose your entire investment as a result.
7
 
If we become subject to burdensome government regulation or other legal uncertainties, our business will be negatively affected
7
 
Because two of our directors own 56.86% of our outstanding stock, they could control and make corporate decisions that may be disadvantageous to other minority stockholders
8
 
Because our president has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail
8
 
If we are unable to retain our executive officers, then we may not be able to implement our business plan.
8
 
If a market for our common stock does not develop, shareholders may be unable to sell their shares
8
 
A purchaser is purchasing penny stock which limits the ability to sell stock
8
Use of Proceeds 9
Determination of Offering Price 9
Dilution 9
Selling Securityholders 9
Plan of Distribution 14
Legal Proceedings 15
Directors, Executive Officers, Promoters and Control Persons 15
Security Ownership of Certain Beneficial Owners and Management 16
Description of Securities 17
Interest of Named Experts and Counsel 18
Disclosure of Commission Position of Indemnification for Securities Act Liabilities 19
Organization Within Last Five Years 19
Description of Business 19
Plan of Operations 24
Description of Property 25
Certain Relationships and Related Transactions 25
Market for Common Equity and Related Stockholder Matters 25
Executive Compensation 26
Financial Statements 27
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28

3




 

Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole mineral property, the Whale Mine property located in the Yellow Pine Mining District of Clark County, Nevada. We purchased a 100% interest in two mineral claims comprising the Whale Mine property from Multi Metal Mining Corp., a private Nevada company owned by Larry Sostad.

Our objective is to conduct mineral exploration activities on the Whale Mine property in order to assess whether it possesses economic reserves of silver, zinc and copper. We have not yet identified any economic mineralization on the property. Our proposed exploration program is designed to search for an economic mineral deposit.

The report of our independent accountant to our audited financial statements for the period ended January 31, 2005 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are that we are an exploration stage company with no operations and that we have had negative cash flow from operations since our inception.

We were incorporated on September 23, 2004, under the laws of the State of Nevada. Our principal offices are located at 80 South Court Street, Thunder Bay, Ontario, Canada. Our telephone number is (807) 344 2644.

The Offering:

Securities Being Offered 
Up to 3,339,500 shares of common stock.
   
Offering Price 
The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.
   
Terms of the Offering 
The selling shareholders will determine when and how they will sell the common stock offered in this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933.
   
Securities Issued
And to be Issued 
7,739,500 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
   
Use of Proceeds 
We will not receive any proceeds from the sale of the common stock by the selling shareholders.

4




Summary Financial Information

Balance Sheet  January 31, 2005   
     
Cash  $50,933  
Total Assets  $53,933  
Liabilities  $4,200  
Total Stockholders’ Equity  $49,733  

Statement of Loss and Deficit

  From Incorporation on   
  September 23, 2004   
  to January 31, 2005   
     
Revenue  $0  
Net Loss and Deficit  $5,577  

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We believe that our current operating funds are less than necessary to complete all intended exploration of the Whale Mine property, and therefore we will need to obtain additional financing in order to complete our business plan. As of June 15, 2005, we had cash in the amount of $39,076. We currently do not have any operations and we have no revenues. In addition, we will not receive any funds from this registration.

Our plan of operations calls for significant expenses in connection with the exploration of the Whale Mine property. The recommended phase one and two exploration programs on the claims are estimated to cost $36,000 and $105,000 respectively. While we have sufficient funds to conduct and complete the phase one exploration program, we will require additional financing in order to complete the phase two program and to complete additional exploration in order to determine whether the property contains economic mineralization. We will require additional funding in order to cover our anticipated professional and general administrative fees and we may have to delay completion of phase one of our business plan if we do not have additional funding to pay for these professional and administrative fees . Even after completing all proposed exploration, we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market price for silver, zinc and copper, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

5




The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be advances from related parties or sale of a partial interest in the Whale Mine property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have not yet commenced exploration on the Whale Mine property. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on September 23, 2004 and to date, have been involved primarily in organizational activities and the acquisition of the mineral property. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the Whale Mine property and the production of minerals from the claims, we will not be able to generate profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The likelihood of our mineral claims containing economic mineralization or reserves of silver, zinc and copper is extremely remote. Exploration for minerals is a speculative venture necessarily involving substantial risk. In all probability, the Whale Mine property does not contain any reserves and funds that we spend on exploration will be lost. As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any technical training in the field of geology and specifically in the areas of exploring for, starting and operating a mine. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. Their decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

WE HAVE NOT ENTERED INTO A VERBAL OR WRITTEN AGREEMENT WITH A QUALIFIED ENGINEER OR GEOLOGIST

We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for this exploration program. In order to proceed with our exploration of the property we will need to retain a qualified engineer or geologist to supervise the exploration work to be undertaken and to prepare a report on the property. In the event that we can not afford to retain or can not locate a suitable engineer or geologist our exploration will be delayed and operations will be curtailed.

6




WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The Report of Independent Registered Public Accounting Firm to our audited financial statements for the period ended January 31, 2005 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are that we are an exploration stage company with no operations and that we have had negative cash flow from operations since our inception. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The exploration of valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE WHALE MINE PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Whale Mine property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing silver, copper and zinc of commercial tonnage and grade, we will require additional funds in order to place the property into commercial production. We may not be able to obtain such financing.

THE PROBABILITY OF AN INDIVIDUAL MINERAL EXPLORATION PROSPECT CONTAINING RESERVES IS EXTREMELY REMOTE. IT IS UNLIKELY THAT WE WILL FIND RESERVES ON THE WHALE MINE CLAIMS. YOU MAY LOSE YOUR ENTIRE INVESTMENT AS A RESULT.

Very few exploration stage mineral properties, such as the Whale Mine claims contain sufficient quantities of mineralization to constitute a reserve. A “reserve” is that part of a mineral deposit which could be economically and legally extracted or produced. In all probability, the Whale Mine claims do not contain any reserves and all funds that we intend to spend on exploration will be ultimately lost.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially restrict mineral property exploration. Under Nevada mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws will not affect our current exploration plans, if we proceed to commence drilling operations on the Whale Mine property, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

7




BECAUSE TWO OF OUR DIRECTORS OWN 56.86% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

Our directors Don Axent and James Plexman each own approximately 28.43% of the outstanding shares of our common stock. Together they control a majority (56.86%) of our issued shares. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our President, Don Axent, only spends approximately 15% of his business time providing his services to us. While Mr. Axent presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Axent from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

IF WE ARE UNABLE TO RETAIN OUR EXECUTIVE OFFICERS, THEN WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.

We depend on the services of our senior management for the future success of our business. In particular, our success depends on the business contacts and continued efforts of our president, Don Axent, our chief financial officer, Donald Fife and our secretary, James Plexman. The loss of the services of these individuals could have an adverse effect on our business, financial condition and results of operations. Our failure to retain our current executives may force us to curtail our business operations. We do not have any employment agreements with our executive officers.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market will develop. We currently plan to have a market maker apply for quotation of our common stock on the Over The Counter Bulletin Board upon the effectiveness of the registration statement, of which this prospectus forms a part. Our shares may never trade on the OTCBB. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange Act of 1934. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on

8




these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us 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 common stock offered through this prospectus by the selling shareholders.

Determination Of Offering Price

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Securityholders

The selling shareholders named in this prospectus are offering all of the 3,339,500 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:

1.     
2,360,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on November 22, 2004; and
 
2.     
979,500 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on January 31, 2005.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1.      the number of shares owned by each prior to this offering;
2.      the total number of shares that are to be offered for each;
3.      the total number of shares that will be owned by each upon completion of the offering; and
4.      the percentage owned by each upon completion of the offering.

9



    Total Number     
    Of Shares To  Total Shares Percent 
    Be Offered For  Owned Upon  Owned Upon 
Name Of  Shares Owned  Selling  Completion  Completion 
Selling  Prior To This  Shareholders  Of This  Of This 
Stockholder  Offering  Account  Offering  Offering 
         
Peter Duric  345,000  345,000  Nil  Nil 
2511 Sunnyhurst Close         
Oakville, ON, L6H 7K5         
         
Ivana Grahovac  325,000  325,000  Nil  Nil 
185 Royal York Rd.         
Etobicoke, ON, M8V 2V5         
         
Daniel Jarnevic  325,000  325,000  Nil  Nil 
3620 Kaneff Cres., PH 11         
Mississauga, ON, L5A 3X1         
         
Svetlana Milenkovic  350,000  350,000  Nil  Nil 
364 The East Mall, Unit 308         
Etobicoke, ON, M9B 6C4         
         
Katarina Pejovic  325,000  325,000  Nil  Nil 
88 Palace Pier Crt, Ste 101         
Toronto, ON, M8V 4C2         
         
Dan Rados  325,000  325,000  Nil  Nil 
434 Ravineview Way         
Oakville, ON, L6H 6S7         
         
Gojko Sandic  365,000  365,000  Nil  Nil 
24 Cowley Ave.         
Etobicoke, ON, M9C 2E3         
         
Talal Alsadi  33,000  33,000  Nil  Nil 
5 Sailwind Road         
Brampton, ON, L6R 2G3         
         
Namir Audisho  27,500  27,500  Nil  Nil 
37 Roseglen Cres         
North York, ON, M3N1G7         
         
Milan Batjak  60,000  60,000  Nil  Nil 
117 Green Rd         
Stoney Creek, ON, L8G 3W9         
         
Suha Bishouty  34,000  34,000  Nil  Nil 
47 Boxwood Cres         
Markham, ON, L3S 3P6         
         
Youseph Bishouty  35,000  35,000  Nil  Nil 
47 Boxwood Cres         
Markham, ON, L3S 3P6         
         
Hanane Borgacci  29,500  29,500  Nil  Nil 
28 Thouroughbred Blvd         
Ancaster, ON, L9K 1L2         
         
Daniel Champagne  3,000  3,000  Nil  Nil 
66 Crew Cresceny         
Maple, ON, L6A 3E9         

10



    Total Number     
    Of Shares To  Total Shares Percent 
    Be Offered For  Owned Upon  Owned Upon 
Name Of  Shares Owned  Selling  Completion  Completion 
Selling  Prior To This  Shareholders  Of This  Of This 
Stockholder  Offering  Account  Offering  Offering 
         
David Demara  2,000  2,000  Nil  Nil 
205 Roslin Ave         
Toronto, ON, M4N 1Z6         
         
Danny Dilkas  28,000  28,000  Nil  Nil 
90 Keffer Crt         
Newmarket, ON, L3X 1R8         
         
Dragas Sasa  15,000  15,000  Nil  Nil 
15 Eva Road, Suite 105         
Etobicoke, ON, M9C 4W3         
         
Petro Emad  22,000  22,000  Nil  Nil 
135 Fenelon Dr. Ste 1011         
Toronto, ON, M3A 3K7         
         
Mohammed Hajiaghazadeh   25,000 25,000  Nil  Nil 
40 Aurora Court, Ste 301         
Scarborough, ON, M1W 2M5         
         
Karen Hunter-Payne  2,500  2,500  Nil  Nil 
30 Walnut Grove Cres         
Richmond Hill, ON, L4S 1Y9         
         
Dinko Jaksic  8,000  8,000  Nil  Nil 
101 Birgitta Crescent         
Etobicoke, ON, M9C 3W1         
         
Eugene Lanzillotta  21,000  21,000  Nil  Nil 
19 Brigham Crt         
Etobicoke, ON, M9W 1T7         
         
Joanne Lanzillotta  30,000  30,000  Nil  Nil 
19 Brigham Crt         
Etobicoke, ON, M9W 1T7         
         
Theodore Mandodari  17,000  17,000  Nil  Nil 
152 Cimmaron St         
Markham, ON, L3S 2G6         
         
Milica Mladjan  12,000  12,000  Nil  Nil 
302-4 Hill Heights Rd         
Toronto, ON, M8Y 1Z1         
         
Raed Musharbarsh  16,000  16,000  Nil  Nil 
1 Randall Ave         
Markham, ON, L3S 1K6         
         
Carol Myronuk  10,000  10,000  Nil  Nil 
561 Hoader Ave.         
Thunder Bay, ON, P7A 1V7         
         
Aleksandar Nacevsky  60,000  60,000  Nil  Nil 
10 Yonge St., Suite 404         
Toronto, ON, M5E 1R4         

11



    Total Number     
    Of Shares To  Total Shares Percent 
    Be Offered For  Owned Upon  Owned Upon 
Name Of  Shares Owned  Selling  Completion  Completion 
Selling  Prior To This  Shareholders  Of This  Of This 
Stockholder  Offering  Account  Offering  Offering 
         
Peter Ntakos  31,000  31,000  Nil  Nil 
7101 Ninth Line         
Beeton, ON, L0G 1A0         
         
Sarjon Oraha  35,500  35,500  Nil  Nil 
140 Sandown Ave.         
Scarborough, ON, M1N 3W7         
         
Sinisa Paradina  40,000  40,000  Nil  Nil 
440 Glengary Ave         
Toronto, ON, M6M 3K7         
         
Peter Qubti  37,500  37,500  Nil  Nil 
6 Waddington Cres         
North York, ON, M2j 2Z8         
         
Russell Rennie  3,000  3,000  Nil  Nil 
50 Callowhill Avenue         
Richmond Hill, ON, L4B 3T7         
         
Alma Robinson  18,000  18,000  Nil  Nil 
3077 W Lakeshore Blvd #501         
Etobicoke, ON, M8V 1K7         
         
Antonio Sgambelluri  23,500  23,500  Nil  Nil 
10 Havenridge Drive         
Etobicoke, ON, M9P 3M4         
         
Gordana Sucur  47,500  47,500  Nil  Nil 
111-90 Cordova Ave         
Etobicoke, ON, M9A 2H8         
         
Vedrana Sucur  45,000  45,000  Nil  Nil 
90 Cordova Ave, Suite 111         
Etobicoke, ON, M9A 2H8         
         
Nebojsa Todorovic  60,000  60,000  Nil  Nil 
165 La Rose Ave, Ste 411         
Etobicoke, ON, M9P 3S9         
         
Dragan Vasilcin  70,000  70,000  Nil  Nil 
25 Riverwood Prk Apt. 202         
Etobicoke, ON, M8Y 4E3         
         
Bojan Vujic  9,000  9,000  Nil  Nil 
4256 Camaro Court         
Mississauga, ON, L4W 3R1         
         
Sasha Vujic  11,000  11,000  Nil  Nil 
3335 Lonefeather Cres         
Mississauga, ON, L4Y 3G6         
         
Stojan Vujic  8,500  8,500  Nil  Nil 
109-126 Bellamy Rd N         
Scarborough, ON, M1J 2L1         

11



    Total Number     
    Of Shares To  Total Shares Percent 
    Be Offered For  Owned Upon  Owned Upon 
Name Of  Shares Owned  Selling  Completion  Completion 
Selling  Prior To This  Shareholders  Of This  Of This 
Stockholder  Offering  Account  Offering  Offering 
         
Svjetlana Vujovic  13,000  13,000  Nil  Nil 
4101 Westminster Pl. Ste 6         
Missisaauga, ON,  L4W 4X4        
         
Danyal Yosif  24,000  24,000  Nil  Nil 
140 Sandown Ave.         
Scarborough, ON,  M1N 3W7         
         
Paul Zderic  12,500  12,500  Nil  Nil 
1207 Royal York Rd.         
Etobicoke, ON, M9A 4B5         

Each of the above shareholders beneficially owns and has sole voting and investment over all shares or rights to the shares registered in his or her name. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 7,739,500 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

(1)      has had a material relationship with us other than as a shareholder at any time within the past three years; or
   
(2)      has ever been one of our officers or directors.

None of the selling shareholders is a broker-dealer or affiliate of a broker dealer.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

12




Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares.

Under the Securities Exchange Act of 1934, as amended, and the regulations thereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable "cooling off" periods prior to the commencement of such distribution. Also, the selling security holders are subject to applicable provisions which limit the timing of purchases and sales of our common stock by the selling stockholders.

We have informed security holders that, during such time as they may be engaged in a distribution of any of the shares we are registering by this registration statement, they are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or any other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished form ordinary trading efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of the security, except as specifically permitted by Rule 144 of Regulation M. These stabilizing transactions may cause the price of our common stock to be more than it would otherwise be in the absence of these transactions. We have informed the selling stockholders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock of the stabilizing bids do not exceed a specified maximum. Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices. Selling stockholders and distribution participants are required to consult with their own legal counsel to ensure compliance with Regulation M.

We are bearing all costs relating to the registration of the common stock. These are estimated to be $18,500. The selling shareholders, however, will pay any 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 and the Exchange Act 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

13




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 Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

*     
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
*     
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
*     
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
*     
contains a toll-free telephone number for inquiries on disciplinary actions;
*     
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
*     
contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:

*     
with bid and offer quotations for the penny stock;
*     
details of the compensation of the broker-dealer and its salesperson in the transaction;
*     
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
*     
monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-

14




dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada, 89128.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:

Directors:

Name of Director    Age     
Don Axent    54     
James Plexman    84     
         
Executive Officers:         
         
Name of Officer    Age    Office 
Don Axent    54    President and Chief Executive Officer 
Donald Gary Fife    59    Secretary 
James Plexman    84    Chief Financial Officer and Treasurer 

Biographical Information

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

Don Axent has acted as our President, Chief Executive Officer and as a member of our Board of Director since our incorporation on September 23, 2004. From 1994 to present, Mr. Axent has been the sole shareholder and director of Tumbler Automotive Supply Ltd., a British Columbia and Ontario holding company, responsible for management, administrative and operating activities in the new and used automobile sales, as well as the mechanical repair, collision repair and detailing of automobiles.

From 1987-1994, Mr. Axent was the founder, president and director of Butter Rock Resources Inc., a mining exploration company which traded until 1994 on the Vancouver Stock Exchange and later on the OTC Bulletin Board.

15




Mr. Axent does not have any professional training or technical credentials in the exploration of mineral properties. Mr. Axent intends to devote approximately 15% of his business time to our affairs.

James Plexman has acted as our Treasurer, Chief Financial Officer and as a member of our Board of Director since November 8, 2004. Mr. Plexman is a director of L.E.H. Ventures Ltd. and Vice President of St. Elias Mines Ltd., both of which are British Columbia and Alberta reporting companies involved in mineral property exploration. Since 1939, he has been self-employed as a geologist involved in the exploration and examination of mineral properties in North and South America, Indonesia and Mexico. In 1939, Mr. Plexman graduated from the Sudbury Mining School in Ontario. Mr. Plexman intends to devote approximately 10% of his business time to our affairs.

Donald Gary Fife has acted as our Secretary since November 8, 2004. From 1996 to present, Mr. Fife has acted as president of Fife Growth Holdings Inc., a private Ontario company that analyzes private companies, sources private financing, prepares business plans, and as an agent, provides funding, management, and strategic planning for companies. Since October 2002, has also acted as president and a director of Big Bear Gold Corporation, a United States reporting issuer involved in mineral property exploration.

From 1991 to 1996, he held the position of Investment Manager with Innovations Ontario, a department of the Ontario Provincial Government established to fund the start-up and development of technology companies

Mr. Fife holds a Bachelor of Technology (Business Management) degree from Ryerson University in Ontario and a Masters of Business Administration degree from York University in Toronto. Mr. Fife does not have any professional training or technical credentials in the exploration of mineral properties. Mr. Fife intends to devote approximately 10% of his business time to our affairs.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described above.

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

16



    Amount of 
Title of  Name and address  beneficial  Percent
Class  of beneficial owner  ownership  of class
       
Common  Don Axent       2,200,000  28.43%
Stock  President, Chief   
  Executive Officer   
  and Director   
  RR 13 STN P   
  Thunder Bay, Ontario, Canada   
       
Common  James Plexman  2,200,000  28.43%
Stock  Chief Financial Officer,   
  Treasurer and Director   
  1409 J V Parkway, RR 4,   
  Orillia, Ontario, Canada   
       
Common  Gary Fife  0.0%
Stock  Secretary   
  205 Roslin Ave.   
  Toronto Ontario, M4N 1Z5   
       
Common  All officers and directors  4,400,000  56.86%
Stock  as a group that consists of   
  three people   

The percent of class is based on 7,739,500 shares of common stock issued and outstanding as of June 16, 2005.

Description Of Securities

General

Our authorized capital stock consists of 69,000,000 shares of common stock at a par value of $0.001 per share and 1,000,000 shares of preferred stock at a par value of $0.001 per share.

Common Stock

As of June 16, 2005, there were 7,739,500 shares of our common stock issued and outstanding that are held by 47 stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all

17




assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We have authorized 1,000,000 shares of preferred stock at a par value of $0.001 per share. As of June 16, 2005 we have no shares of preferred stock outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest valued at over $50,000, either directly or indirectly, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Anslow & Jaclin, LLP, our legal counsel, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement has been audited by Webb & Company, P.A. to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

18




Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position. The directors may also cause us to indemnify an officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Organization Within Last Five Years

We were incorporated on September 23, 2004 under the laws of the state of Nevada. On that date, Mr. Don Axent was appointed as our President, Treasurer, Secretary Chief Executive Officer and sole member of our Board of Directors. On November 8, 2004, Mr. James Plexman was appointed our Chief Financial Officer, Treasurer and a member of our Board of Directors, and Mr. Donald Gary Fife was appointed as our Secretary. On the same date, Don Axent resigned as our Treasurer and Secretary.

Description Of Business

In General

We intend to commence operations as an exploration stage company. We will be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We have acquired a 100% interest in 2 mineral claims collectively known as the Whale Mine property. There is no assurance that a commercially viable mineral deposit exists on the property. The Whale Mine claims are without known reserves.

Our plan of operation is to conduct exploration work on the Whale Mine property in order to ascertain whether it possesses economic quantities of silver, zinc and copper. There can be no assurance that economic mineral deposits or reserves, exist on the Whale Mine property until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible.

Mineral property exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. We have not yet commenced the initial phase of exploration on the Whale Mine claims. Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results.

Even if we complete our proposed exploration programs on the Whale Mine property and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

19




Whale Mine Property Purchase and Sale Agreement

On October 22, 2004, we entered into a Purchase and Sale Agreement with Multimetal Mining Corp. of Las Vegas, Nevada, a private company owned by Larry Sostad, whereby it agreed to sell us a 100% undivided right, title and interest in two mineral claims, known as the Whale Mine claims, located in the Yellow Pine Mining District, Clark County, Nevada. In order to acquire a 100% interest in these claims, we paid Mr. Sostad $3,000.

Description, Location and Access

The Whale Mine claims are located in the Yellow Pine Mining District, Nevada, located 30 miles southwest of Las Vegas, Nevada and approximately six miles west of Goodsprings of the western slopes of the Spring Mountains. Access to the area is by Interstate Highway 15 from Las Vegas southwest to Jean. Goodsprings is accessible by paved road from Jean, a distance of seven miles to the northwest, travel west along a paved road for about six miles towards the village of Sandy, then a short dirt road to the main workings of the property.

The typically desert climate makes for relatively high temperatures and low precipitation. The property lies in a region of moderate rolling hills with local incised narrow canyons. Elevations locally range from 3200 feet to 4300 feet. Vegetation consists mainly of desert shrubs and cactus. Sources of water are available from valley wells.

There is no power source located on the Whale Mine claims. We will need to use portable generators if we require a power source for exploration of the property.

Specifics of the claims are as follows:

Claim Name  Mining District  Co-ordinates
     
Whale 1 Yellow Pine, Clark County, NV  35 Degree  48´ N Latitude 
    115 Degree  31´  W Longitude 
     
Whale 2 Yellow Pine, Clark County, NV  35 Degree  48´ N Latitude 
    115 Degree  31´  W Longitude 

Title to the Whale Mine Property

The Whale Mine property consists of two state mineral claims comprising 40 acres. We own a 100% beneficial interest in these claims. A “mineral claim” refers to a specific section of land over which a title holder owns rights to exploration in the ground. These claims are registered in the name of Multimetal Mining Corp. and are in good standing until October 22, 2005. In order to maintain title to the Whale Mine claims subsequent to this date, we must conduct at least $100 in exploration on each claim per year and file proof of labor with the State by September 1 of each successive year. In addition, a maintenance fee of $100 per annum is required by the Federal Bureau of Land Management.

Multimetal Mining Corp. holds these claims on our behalf. Multimetal Mining Corp. does not retain any right to the claims. There are no underlying interests or interests in the property.

Exploration History

The Whale Mine claims were first discovered in 1904. Between 1912 and 1943, a recorded 339,727 pounds of zinc, 40,642 pounds of lead and 202 ounces of silver were recovered from the property. Since 1964, the area has been mainly dormant. In 1981, the property and surrounding area were explored by VLF-EM and geochemical surveys but results were unavailable.

There is no equipment or other infrastructure facilities located on the Whale Mine claims.

VLF-EM surveys consist of two separate surveys: very low frequency and electromagnetic surveys. Very low frequency surveys use radio waves to determine whether rocks on a mineral property conduct electricity.

20




Almost all of the precious and base metals that we seek are above average conductors of electricity and will affect VLF readings. Electro magnetic surveys involve measuring the strength of the earth’s magnetic field. Variations in the magnetic readings on a property may indicate the increased likelihood of precious or base minerals in the area.

Geochemical surveys consist of the collection of chip samples and grab samples from property areas with the most potential to host economically significant mineralization based on past exploration results. Grab samples are soil samples or pieces of rock that appear to contain precious metals such as gold and silver, or industrial metals such as zinc and lead. All samples gathered will be sent to a laboratory where they are crushed and analysed for metal content.

There is no exploration currently being conducted on the Whale Mine claims. We expect to commence an initial phase of exploration on the claims in the summer or fall of 2005. To date, we have not incurred any exploration expenditures on the claims. We made a cash payment of $3,000 to the owner of the claims in order to acquire them.

Mineralization

The principal ores of the Whale Mine claims are the oxidized zinc, lead and silver ores. They contain smithsonite, cerussite and galena with small amounts of other minor ores with variable silver contents. Smithsonite, also known as zinc carbonate, is a zinc bearing rock that is typically green in color. Cerussite, or lead carbonate, is a dense, clear, lead-bearing rock. Galena, or lead sulfide, is a silver-gray, silver and lead ore. Some galena occurrences may contain up to 1% silver in place of lead.

Geological Assessment Report: Whale Mine Property

We retained Mr. William G. Timmins, a professional engineer, to complete an initial evaluation of the property and to prepare a geological summary report on the Whale Mine property. He most recently attended the property in August 2004.

Based on his review of data relating to the Whale Mine property, Mr. Timmins concluded that the Whale Mine property warrants further exploration, given the previous discovery of significant grades of zinc, lead and silver mineralization. He recommends a two-phase exploration program to further evaluate the Property.

Phase I would consist of compiling past exploration data and sampling areas of the property that were previously explored. Sampling consists of a consulting geologist gathering soil or pieces of rock that appear to contain precious metals such as gold and silver. All samples gathered are sent to a laboratory where they are crushed and analysed for metal content. By analyzing past exploration data relating to the property, our consulting geologist will be able to identify specific areas of the claims that have the greatest potential to host economic mineralization. Subsequent exploration will be focused on such areas.

Phase II would consist of geological mapping and geophysical test surveys. Geological mapping involves plotting previous exploration data relating to the Whale Mine Property on a map in order to determine the best property locations to conduct subsequent exploration work.

Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization. Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured. These surveys will provide us with information about the rocks that lie below that surface of the property and allow us to determine whether certain mineralization found on the exposed rocks may continue at depth.

Proposed Budget

Approximate costs for the recommended two phase program are as following:

21



Phase One:  
   
Geological Mapping:  $10,000.00 
Geological geophysical surveys:  $5,000.00 
Trenching and Sampling:  $10,000.00 
Mobilization and Demobilization:  $3,000.00 
Reports, Maps, etc:  $2,000.00 
Lodging, etc:  $2,000.00 
Contingency:  $4,000.00 
   
Total Phase I Costs:  $36,000.00 
   
Phase Two:   
   
Diamond Drilling:   
                   Estimated: 2000 Ft @ $35Ft  $70,000.00 
Mobilization and Demobilization:  $10,000.00 
Reports, Assays, etc:  $10,000.00 
Contingency:  $15,000.00 
   
Total Phase II Costs:  $105,000.00 
   
Total Program Costs:  $141,000.00 

Phase one of the recommended geological program will be funded from our cash on hand. Most of the fees during phase one will be for the initial mapping, surveys and sampling on the property. In order to proceed with the Phase two exploration program, we will need to raise additional capital. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the second phase of the exploration program. We do not have any arrangements in place for any future equity financing.

We intend to retain William Timmins, a professional geologist, to undertake the proposed exploration on the Whale Mine claims given his familiarity with the property area. We do not have any verbal or written agreement regarding the retention of Mr. Timmins for this exploration program, though he has indicated that if he is available, he is prepared to provide his services. Mr. Timmins will provide us with the potential costs for compliance and environmental costs when he prepares his report.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally, and in Nevada specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

 
Water discharge will have to meet water standards; 
 
Dust generation will have to be minimal or otherwise re- mediated;
 
Dumping of material on the surface will have to be re- contoured and re-vegetated;
 
An assessment of all material to be left on the surface  will need to be environmentally benign;
 
Ground water will have to be monitored for any potential  contaminants;
 
The socio-economic impact of the project will have to be  evaluated and if deemed negative, will have to be re- mediated; and,
  There will have to be  an  impact  report  of  the  work  on  the  local fauna and flora. 

22




Employees

As of June 16, 2005, we have no employees other than our officers and Directors.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Competition

While the mineral property exploration business is competitive, we do not anticipate having any difficulties retaining qualified personnel to conduct exploration on the Whale Mine claims. The consulting geologist who prepared the geology report on the Whale Mine claims, Mr. William G. Timmins, has indicated that he is prepared to oversee the recommended exploration programs on the property and will be able to arrange the services of any other necessary personnel.

Despite competition amongst mineral producers, there is a strong market for any silver, zinc or copper that may be removed from the Whale Mine claims. While it is unlikely that we will discover a mineral deposit on the property, if we do, the value of the property will be influenced by the market price for silver, zinc or copper. These prices, to some degree, are influenced by the amount of silver, zinc and copper sold by advanced mineral companies.

There are a large number of mineral exploration companies such as us that look to acquire interests in properties and conduct exploration on them. Given the large number of unexplored or under explored mineral properties that are currently available for acquisition, we do not expect competition to have a material impact on our business operations.

In the mineral exploration sector, our competitive position is insignificant. There are numerous mineral exploration companies with substantially more capital and resources that are able to secure ownership of mineral properties with a greater potential to host economic mineralization. We are not able to complete with such companies. Instead, we will attempt to acquire properties without proven mineral deposits that may have the potential to contain mineral deposits.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of our referenced contracts, agreements or documents. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 200002. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

23




Plan Of Operations

Our plan of operation for the twelve months following the date of this prospectus is to complete the recommended phase one and two exploration programs on the Whale Mine property consisting of geologic mapping and sampling, analytical and test surveys. We anticipate that the phase one program will cost approximately $36,000, while the phase two program will cost approximately $105,000. To date, we have not commenced exploration on the Whale Mine property.

We plan to commence the phase one exploration program on the Whale Mine property in August 2005. The program should take approximately two months to complete. In August 2005, we will retain a consulting geologist to review all past exploration data relating to the property and plot relevant information on a map of the property. This is known as geological mapping. Based on this mapping, the geologist will choose property areas that are most likely to host economic mineralization. He will then conduct a sampling program focusing on these property areas in late August by gathering rock and soil samples from the identified property areas that appear to contain mineralization. The samples will be sent to a laboratory for mineral analysis. By mid-September, we should receive the results of the sample analysis and be able to determine which property areas contain significant mineralization.

Our consulting geologist will then conduct a geophysical survey of the property areas from which the mineralized samples were taken in mid to late September. This involves measuring physical properties of below surface rocks using technical instruments to determine the potential for mineralization on the surface of the property to continue below surface. Typical signs of such below surface mineralization include high magnetic and gravitational readings.

We will then undertake the phase two work program during the spring of 2006. This program will also take approximately two months to complete and will consist of drilling. Property targets for drilling will be determined by analyzing the results of the phase one sampling program and geophysical surveys. Our consulting geologist will need to retain a drilling company to move its equipment on to the property and remove cylinders of rock from the claims using heavy equipment and drills. These cylinders, known as drill core, are then sent to a laboratory for mineral analysis. Results will indicate the presence of various minerals below the property surface.

We 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. In addition, we will rely on the results and conclusions of the report from the independent geologist to determine whether to pursue the exploration of the property if the report does not reveal significant mineralization. In the event the report indicates that we should not continue to explore the property, we intend to acquire other properties.

We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for this exploration program. Mr. William G. Timmins, the author of the geology report on the Whale Mine claims has indicated that he would be prepared to oversee exploration programs on the property, but we have not discussed any terms of such an arrangement.

We anticipate spending an additional $20,000 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations, and general administrative costs.

Total expenditures over the next 12 months are therefore expected to be $161,000. During the next 12 months we anticipate that we will complete the initial mapping, surveys and sampling on the property

We will require additional funding in order to cover our anticipated professional fees and general administrative expenses and to proceed with the proposed phase two surveys and with any subsequent recommended work on the property. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the second phase of the exploration program. We believe that debt financing will not be an alternative for funding the complete exploration program. We do not have any arrangements in place for any future equity financing.

Results Of Operations For The Period From Inception Through January 31, 2005

We have not earned any revenues from our incorporation on September 23, 2004 to January 31, 2005. We do not anticipate earning revenues unless we enter into commercial production on the Whale Mine property. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $7,608 for the period from our inception on September 23, 2004 to January 31, 2005. These operating expenses were comprised of professional fees of $4,200, exploration costs and expenses of $3,300 and general and administrative costs of $108. The professional fees are comprises of legal and accounting fees and the exploration costs were for the payment of initial exploration work carried out on our mineral claims and for the Geological Report prepared by Mr. Timmins on the mineral claims.

We have not commenced operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our

24




auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Results Of Operations For The Period From January 31, 2005 Through April 30, 2005

We have not earned any revenues from January 31, 2005, our fiscal year end, to April 30, 2005. We have not commenced the initial exploration stage on our mineral property and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $ 3,710 from the January 31, 2005, our fiscal year end, to April 30, 2005 consisting of professional (accounting) fees of $ 1,924, bank charges of $62 and listing and filing fees of $ 1,724.

We have not commenced the exploration work on our mineral claims and are dependent on obtaining financing to pursue these exploration activities. Our auditors have expressed substantial doubt that we will be able to continue as a going concern.

Description Of Property

We have a 100% interest in two mineral claims comprising the Whale Mine property. This interest only relates to the right to explore for and extract minerals from the claims. We do not own any real property interest in the claims. We do not own or lease any property other than the Whale Mine property.

Certain Relationships And Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

  *      Any of our directors or officers;
  *      Any person proposed as a nominee for election as a director;
  *      Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
  *      Our sole promoter, Don Axent;
  *      Any member of the immediate family of any of the foregoing persons.

Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate finding a marker maker to apply for trading of our common stock on the Over The Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 47 registered shareholders.

Rule 144 Shares

A total of 6,760,000 shares of our common stock will become available for resale to the public after November 22, 2005 in accordance with the volume and trading limitations of Rule 144 of the Act. Of these 6,760,000 shares, a total of 2,360,000 shares are being registered pursuant to this prospectus and therefore will be eligible to be sold when this registration statement is deemed effective. In addition, after January 31, 2006, an additional 979,500 shares will become available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. All of these 979,500 shares are being registered pursuant to this prospectus and therefore will be eligible to be sold when this registration statement is deemed effective. In general, under Rule 144 as currently in effect, a person

25




who has beneficially owned shares of our common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding which, in our case, will equal 77,395 shares as of the date of this prospectus. The following sets forth a table disclosing the dates when of our common shares may be resold in accordance with Rule 144:

# of Shareholders  Amount of Shares  Date Eligible to be resold pursuant to Rule 144 
     
Nine  6,760,000 shares  November 22, 2005 
Thirty-Eight  979,500 shares  January 31, 2006 

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Under Rule 144(k), a person who is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.      we would not be able to pay our debts as they become due in the usual course of business; or
 
2.      our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
 

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period ended January 31, 2005 and the subsequent period to the date of this prospectus.

Annual Compensation

            Restricted  Options/  LTIP  
          Other Stock *  SARs payouts Other 
Name  Title Year Salary Bonus Comp.   Awarded  (#)  ($)  Comp 
                   
Don  Axent  Pres., CEO & Dir. 2004 $0 0 0 0 0 0 0
                   
James Plexman CFO, Treas. & Dir.  2004 $0 0 0 0 0 0 0
                   
Donald Gary Fife  Sec.  2004 $0 0 0 0 0 0 0

26




Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Consulting Agreements

We do not have any employment or consulting agreement with Mr. Axent, Mr. Plexman or Mr. Fife. We do not pay them any amount for acting as our directors.

Financial Statements

Index to Financial Statements for the period ending April 30, 2005:

1. Unaudited financial statements for the period ending April 30, 2005; including:
     
  a. Balance Sheet;
     
  b. Statement of Operations;
     
  c. Statement of Stockholders Equity;
     
  d. Statements of Cash flows; and
     
  e. Notes to Financial Statements

Index to Financial Statements for the period ending January 31, 2005:

1. Report of Independent Registered Public Accounting Firm;
     
2. Audited financial statements for the period ending January 31, 2005, including:
     
  a. Balance Sheet;
     
  b. Statement of Operations;
     
  c. Statement of Cash Flows;
     
  d. Statement of Stockholders’ Equity; and
     
  e. Notes to Financial Statements

27




TAO MINERAL LTD.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS

AS OF APRIL 30, 2005
(UNAUDITED)

 

UF-i




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)

 

CONTENTS

PAGE 2
     
PAGE 3
     
PAGES 4
     
PAGE 5
     
PAGES 6 - 8

 

UF-ii




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET

AS OF APRIL 30, 2005
(UNAUDITED)

ASSETS  
       
CURRENT ASSETS     
           Cash  $ 39,518  
           Prepaid expenses    5,000  
                      Total Current Assets    44,518  
       
MINERAL RIGHTS, NET    3,000  
       
TOTAL ASSETS  $ 47,518  
       
       
LIABILITIES AND STOCKHOLDERS’ EQUITY  
       
CURRENT LIABILITIES     
           Accounts payable and accrued expenses  $ 1,501  
       
TOTAL LIABILITIES    1,501  
       
STOCKHOLDERS’ EQUITY     
           Preferred stock, $0.001 par value, 1,000,000 shares authorized,     
                      none issued and outstanding    -  
           Common stock, $0.001 par value, 69,000,000 shares authorized,     
                      7,739,500 shares issued and outstanding    7,740  
           Additional paid in capital    47,995  
           Accumulated deficit during exploration stage    (9,293
           Subscription receivable    (425
                      Total Stockholders’ Equity    46,017  
       
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $ 47,518  

See accompanying notes to financial statements.
UF-1




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)

        For the Period  
        From  
        September 23,  
    For the Three     2004  
    Months Ended     (Inception) to  
    April 30, 2005     April 30, 2005  
OPERATING EXPENSES         
           Professional fees  $ 1,924   $ 6,124  
           Exploration costs and expenses    -     3,300  
           General and administrative    1,786     1,896  
                      Total Operating Expenses    3,710     11,318  
             
LOSS FROM OPERATIONS    (3,710   (11,318
             
OTHER EXPENSE         
           Foreign currency translation gain (loss)    (6   2,025  
             
Provision for Income Taxes    -     -  
             
NET LOSS  $ (3,716 $ (9,293
             
Net loss per share - basic and diluted  $ (0.0005 $ (0.0014
             
Weighted average number of shares outstanding         
           during the period - basic and diluted    7,739,500     6,927,492  

See accompanying notes to financial statements.
UF-2




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO APRIL 30, 2005
(UNAUDITED)

                        Accumulated      
                        Deficit      
              Additional          During      
  Common Stock     Paid-In      Subscription     Exploration      
  Shares      Amount      Capital      Receivable     Stage     Total  
                                   
Common stock issued to founders for cash                             
           ($0.001 per share)  6,760,000    $ 6,760    $   $ -   $ -   $ 6,760  
                                   
Common stock issued for cash ($0.05 per share)  979,500      980      47,995      (425   -     48,550  
                                   
Net loss for the period from September 23, 2004                             
           (inception) to January 31, 2005              -     (5,577   (5,577
                                   
Balance, January 31, 2005  7,739,500      7,740      47,995      (425   (5,577   49,733  
                                   
Net loss for the period              -     (3,716   (3,716
                                   
BALANCE, APRIL 30, 2005  7,739,500    $ 7,740    $ 47,995    $ (425 $ (9,293 $ 46,017  

See accompanying notes to financial statements.
UF-3




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS

(UNAUDITED)

                                 
        For the Period  
        From  
        September 23,  
    For the Three     2004  
    Months Ended     (Inception) to  
    April 30, 2005     April 30, 2005  
             
CASH FLOWS FROM OPERATING ACTIVITIES:         
     Net loss  $ (3,716 $ (9,293
     Adjustments to reconcile net loss to net cash used in         
     operating activities:         
     Changes in operating assets and liabilities:         
           Prepaid expenses    (5,000   (5,000
           Accounts payable    (2,699   1,501  
                      Net Cash Used In Operating Activities    (11,415   (12,792
             
CASH FLOWS FROM INVESTING ACTIVITIES         
           Purchase of mineral rights        (3,000
                      Net Cash Used In Investing Activities        (3,000
             
CASH FLOWS FROM FINANCING ACTIVITIES         
           Proceeds from issuance of common stock        55,310  
                      Net Cash Provided By Financing Activities        55,310  
             
NET INCREASE (DECREASE) IN CASH    (11,415   39,518  
             
CASH AND CASH EQUIVALENTS AT BEGINNING OF         
           PERIOD    50,933     -  
             
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $ 39,518   $ 39,518  

See accompanying notes to financial statements.
UF-4




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF APRIL 30, 2005
(UNAUDITED)

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION 
   
 
(A) Basis of Presentation 
   
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
   
 
It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
   
 
(B) Organization 
   
 
Tao Minerals, Ltd. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on September 23, 2004. The Company is natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the exploration stage include developing the business plan and raising capital.
   
 
(C) Use of Estimates 
   
 
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
   
 
(D) Cash and Cash Equivalents 
   
 
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
   
 
(E) Mineral Interest 
   
 
Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated with other than owned properties are classified as tangible assets. As of

UF-5




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF APRIL 30, 2005
(UNAUDITED)

 

April 30, 2005, the Company had capitalized $3,000 related to the mineral rights. The mineral rights will be amortized using the units-of-production method when production at each project commences.

(F) Long-Lived Assets

The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

(G) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. As of April 30, 2005, the Company has a net operating loss carryforward of approximately $9,200 available to offset future taxable income through 2025. The valuation allowance at April 30, 2005 was $3,128.

(H) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of April 30, 2005, there were no common share equivalents outstanding.

(I) Business Segments

The Company operates in one segment and therefore segment information is not presented.

UF-6




TAO MINERALS LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF APRIL 30, 2005
(UNAUDITED)

 
(J) Recent Accounting Pronouncements 
   
 
Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”; SFAS No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4” SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,” SFAS No. 153, “Exchanges of Non-monetary Assets – an amendment of APB Opinion No. 29,” and SFAS No. 123 (revised 2004), “Share-Based Payment,” were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company and have no effect on the financial statements.
   
NOTE 2 
ACQUISITION OF MINERAL RIGHTS 
   
 
On October 22, 2004, the Company acquired the mining rights to two claims collectively known as the Whale Mine property for a purchase price of $3,000. The Company received rights to all minerals contained in the Whale Mine property.
   
NOTE 3 
GOING CONCERN 
   
 
As reflected in the accompanying financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $11,415 for the three month period ended April 30, 2005. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
   
 
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

UF-7




 

TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS

AS OF JANUARY 31, 2005

F-i




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)

 

CONTENTS

PAGE F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE F-2
BALANCE SHEET AS OF JANUARY 31, 2005
     
PAGE F-3
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO JANUARY 31, 2005
     
PAGES F-4
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO JANUARY 31, 2005
     
PAGE F-5
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO JANUARY 31, 2005
     
PAGES F-6 - F-8
NOTES TO FINANCIAL STATEMENTS

F-ii




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Tao Minerals, Ltd.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Tao Minerals, Ltd. (an exploration stage company) as of January 31, 2005 and the related statements of operations, changes in stockholders’ equity and cash flows for the period from September 23, 2004 (inception) to January 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Tao Minerals, Ltd. (an exploration stage company) as of January 31, 2005 and the results of its operations and its cash flows for the period from September 23, 2004 (inception) to January 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $1,377 from inception. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 4. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

WEBB & COMPANY, P.A.

Boynton Beach, Florida
March 8, 2005

F-1




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET

AS OF JANUARY 31, 2005

ASSETS  
       
CURRENT ASSETS     
      Cash  $ 50,933  
                  Total Current Assets    50,933  
       
MINERAL RIGHTS, NET   3,000  
       
TOTAL ASSETS  $ 53,933  
       
       
LIABILITIES AND STOCKHOLDERS’ EQUITY  
       
CURRENT LIABILITIES     
      Accounts payable and accrued expenses  $ 4,200  
       
TOTAL LIABILITIES    4,200  
       
STOCKHOLDERS’ EQUITY     
      Preferred stock, $0.001 par value, 1,000,000 shares authorized,     
            none issued and outstanding    -  
      Common stock, $0.001 par value, 69,000,000 shares authorized,     
            7,739,500 shares issued and outstanding    7,740  
      Additional paid in capital    47,995  
      Accumulated deficit during exploration stage    (5,577
      Subscription receivable    (425
                  Total Stockholders’ Equity    49,733  
       
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $ 53,933  

See accompanying notes to financial statements.
F-2




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION)
TO JANUARY 31, 2005

OPERATING EXPENSES     
      Professional fees  $ 4,200  
      Exploration costs and expenses    3,300  
      General and administrative    108  
                  Total Operating Expenses    7,608  
       
LOSS FROM OPERATIONS    (7,608
       
OTHER EXPENSE     
      Foreign currency translation gain    2,031  
       
Provision for Income Taxes    -  
       
NET LOSS  $ (5,577
       
Net loss per share - basic and diluted  $ (0.001 )
       
Weighted average number of shares outstanding during the period -     
      basic and diluted    6,133,330  

See accompanying notes to financial statements.
F-3




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO JANUARY 31, 2005

                        Accumulated      
                        Deficit      
              Additional          During      
  Common Stock      Paid-In      Subscription     Exploration      
  Shares      Amount      Capital      Receivable     Stage     Total  
                                   
Common stock issued to founders for cash                             
      ($0.001 per share)  6,760,000    $ 6,760    $   $ -   $ -   $ 6,760  
                                   
Common stock issued for cash ($0.05 per share)  979,500      980      47,995      (425   -     48,550  
                                   
Net loss for the period from September 23,                             
      2004 (inception) to January 31, 2005              -     (5,577   (5,577
                                   
BALANCE, JANUARY 31, 2005  7,739,500    $ 7,740    $ 47,995    $ (425 $ (5,577 $ 49,733  

See accompanying notes to financial statements.
F-4




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION)
TO JANUARY 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:     
      Net loss  $ (5,577
      Adjustments to reconcile net loss to net cash used in operating activities:     
      Changes in operating assets and liabilities:     
            Accounts payable    4,200  
                  Net Cash Used In Operating Activities    (1,377
       
CASH FLOWS FROM INVESTING ACTIVITIES     
      Purchase of mineral rights    (3,000
                  Net Cash Used In Investing Activities    (3,000
       
CASH FLOWS FROM FINANCING ACTIVITIES     
      Proceeds from issuance of common stock    55,310  
                  Net Cash Provided By Financing Activities    55,310  
       
NET INCREASE IN CASH    50,933  
       
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    -  
       
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $ 50,933  

See accompanying notes to financial statements.
F-5




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF JANUARY 31, 2005

NOTE 1 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
   
 
(A) Organization
   
 
Tao Minerals, Ltd. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on September 23, 2004. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the exploration stage include developing the business plan and raising capital.
   
 
(B) Use of Estimates
   
 
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
   
 
(C) Cash and Cash Equivalents
   
 
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
   
 
(D) Mineral Interest
   
 
Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated with other than owned properties are classified as tangible assets. As of January 31, 2005, the Company had capitalized $3,000 related to the mineral rights. The mineral rights will be amortized using the units-of-production method when production at each project commences.
   
 
(E) Long-Lived Assets
   
 
The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain  identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

F-6




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF JANUARY 31, 2005

 
(F) Income Taxes 
   
 
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. As of January 31, 2005, the Company has a net operating loss carryforward of approximately $5,500 available to offset future taxable income through 2025. The valuation allowance at January 31, 2005 was $1,925. The net change in the valuation allowance for the period ended January 31, 2005 was an increase of $1,925.
   
 
(G) Loss Per Share 
   
 
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of January 31, 2005, there were no common share equivalents outstanding.
   
 
(H) Business Segments 
   
 
The Company operates in one segment and therefore segment information is not presented.
   
 
(I) Recent Accounting Pronouncements 
   
 
Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4”” SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,” SFAS No. 153, “Exchanges of Non-monetary Assets – an amendment of APB Opinion No. 29,” and SFAS No. 123 (revised 2004), “Share-Based Payment,” were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company and have no effect on the financial statements.
   
NOTE 2 
ACQUISITION OF MINERAL RIGHTS
   
 
On October 22, 2004, the Company acquired the mining rights to two claims collectively known as the Whale Mine property for a purchase price of $3,000. The Company received rights to all minerals contained in the Whale Mine property.

F-7




TAO MINERALS, LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

AS OF JANUARY 31, 2005

NOTE 3 STOCKHOLDERS’ EQUITY
   
  During 2004, the Company issued 6,760,000 shares of common stock for cash of $6,760 ($0.001 per share).

During 2004, the Company issued 979,500 shares of common stock for cash of $48,975 ($0.05 per share).

   
NOTE 4 
GOING CONCERN 
   
 
As reflected in the accompanying financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $1,377 from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
   
 
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
   
NOTE 5

SUBSEQUENT EVENT

During February 2005, the Company received cash of $425 for subscriptions receivable outstanding as of January 31, 2005.

F-8




Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until ______________ , all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

28




Part II

Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

  (1)     
a willful failure to deal fairly with us or our shareholders in connection with a matter in which the director has a material conflict of interest;
     
  (2)     
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
     
  (3)     
a transaction from which the director derived an improper personal profit; and
     
  (4)     
willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

  (1)     
such indemnification is expressly required to be made by law;
     
  (2)     
the proceeding was authorized by our Board of Directors;
     
  (3)     
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
     
  (4)     
such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced

29




of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee  $ 19.65 
Transfer Agent fees  $ 1,000.00 
Accounting and auditing fees and expenses  $ 6,000.00 
Legal fees and expenses  $ 10,000.00 
Edgar filing fees  $ 1,500.00 
Total  $ 18,519.65 

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Recent Sales Of Unregistered Securities

We completed an offering of 6,760,000 shares of our common stock at a price of $0.001 per share to a total of nine purchasers on November 22, 2004. The total amount received from this offering was $6,760. Of these shares, 2,200,000 were sold to Don Axent and 2,200,000 were sold to James Plexman. Mr. Axent is our President, Chief Executive Officer and a member of our Board of Directors. Mr. Plexman is our Chief Financial Officer, Treasurer and a member of our Board of Director. These shares were issued pursuant to Regulation S of the Securities Act.

The remaining purchasers in this offering were as follows:

Name of Subscriber  Number of Shares 
   
Peter Duric  345,000 
Ivana Grahovac  325,000 
Daniel Jarnevic  325,000 
Svetlana Milenkovic  350,000 
Katarina Pejovic  325,000 
Dan Rados  325,000 
Gojko Sandic  365,000 

30




We completed an offering of 979,500 shares of our common stock at a price of $0.05 per share to a total of 38 purchasers on January 31, 2005. The total amount received from this offering was $48,975. These shares were issued pursuant to Regulation S of the Securities Act. The purchasers in this offering were as follows:

Name of Subscriber  Number of Shares 
   
Talal Alsadi  33,000 
Namir Audisho  27,500 
Milan Batjak  60,000 
Suha Bishouty  34,000 
Youseph Bishouty  35,000 
Hanane Borgacci  29,500 
Daniel Champagne  3,000 
David Demara  2,000 
Danny Dilkas  28,000 
Sasa Dragas  15,000 
Petro Emad  22,000 
Mohammed Hajiaghazadeh  25,000 
Karen Hunter-Payne  2,500 
Dinko Jaksic  8,000 
Eugene Lanzillotta  21,000 
Joanne Lanzillotta  30,000 
Theodore Mandodari  17,000 
Milica Mladjan  12,000 
Raed Musharbarsh  16,000 
Carol Myronuk  10,000 
Aleksandar Nacevsky  60,000 
Peter Ntakos  31,000 
Sarjon Oraha  35,500 
Sinisa Paradina  40,000 
Peter Qubti  37,500 
Russell Rennie  3,000 
Alma Robinson  18,000 
Antonio Sgambelluri  23,500 
Gordana Sucur  47,500 
Vedrana Sucur  45,000 
Nebojsa Todorovic  60,000 
Dragan Vasilcin  70,000 
Bojan Vujic  9,000 
Sasha Vujic  11,000 
Stojan Vujic  8,500 
Svjetlana Vujovic  13,000 
Danyal Yosif  24,000 
Paul Zderic  12,500 

These offerings were pursuant to Regulation S of the Securities Act. Each purchaser represented to us that he was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make an

31




informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. Our offering complies with Category 3 of Regulation S. The following sets forth the facts upon which we relied in order to comply with this Category of Regulation S:

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

  Exhibits
Exhibit  
Number Description
3.1 Articles of Incorporation*
3.2 Bylaws*
4.1 Specimen Stock Certificate**
5.1 Legal opinion of Anslow & Jaclin, LLP, with consent to use
10.1 Purchase & Sale Agreement dated October 22, 2004*
23.1 Consent of Webb & Company, CPA
99.1 Location map**
* Filed with the original SB2 filing with the SEC on March 24, 2005.
** Filed with the Amendment No. 1 to Form SB2 filing with the SEC on April 28, 2005.

32




The undersigned registrant hereby undertakes:

1.
To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
 
 
(a)
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
 
(b)
reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration Statement; and
 
 
(c)
include any additional or changed material information on the plan of distribution.
 
2.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

33




Signatures

In accordance with 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 on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Thunder Bay, Province of Ontario on June 16, 2005.

  Tao Minerals Ltd. 
   
  By:/s/ Don Axent                                                                         
  Don Axent 
  President, Chief Executive Officer, 
  and Director 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE  CAPACITY IN WHICH SIGNED  DATE
     
/s/ Don Axent                                          President, Chief Executive  June 16, 2005
Officer and Director     
Don Axent     
     
/s/ James Plexman                                  Treasurer, Chief Financial  June 16, 2005
Officer, Chief Financial  Officer and Director   
James Plexman     
     
/s/ Donald Gary Fife                               Secretary  June 16, 2005
Donald Gary Fife     

34



Dates Referenced Herein   and   Documents Incorporated By Reference

This SB-2/A Filing   Date   Other Filings
9/23/04
10/22/04
11/8/04
11/22/04
1/31/05
3/8/05
3/24/05SB-2
4/28/05
4/30/05
6/15/05
Filed On / Filed As Of6/16/05
10/22/05
11/22/05
1/31/0610KSB, 5
 
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