---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, DC 20549

FORM 10-QSB

x Quarterly Report
  pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31,
2005.

 ̈ Transition Report
  pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________ to __________

Commission File Number 333-123560

TAO MINERALS LTD.(Exact
name of small Business Issuer as specified in its charter)

|Nevada                                                | 20-1682702                             
|----------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of                       | (IRS
      Employer Identification No.)
|incorporation or organization)                        |                                        
|                                                      |                                        
|                                                      |                                        
|80 S. Court Street, Thunder Bay,                      |                                        
|Ontario, Canada                                       | P7B 2X4                                
|(Address of principal executive offices)              | (Postal or Zip Code)                   
|                                                      |                                        
|                                                      |                                        
|Issuers telephone number, including area
      code: | (807) 344
2644                         

_____________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the 
  Securities Exchange Act of 1934 during the preceding 12 months (or for such
  shorter period that the 
  issuer was required to file such reports), and (2) has been subject to such
  filing requirements for the 
  past 90 days x Yes  ̈
  No

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the 
  Exchange Act).  ̈ Yes x
  No

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: 7,739,500
Shares of $0.001 par value Common Stock issued and outstanding as of October
31, 2005.

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared
  in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation
  S-B, and, therefore, do not include all information and footnotes necessary
  for a complete presentation of financial position, results of operations, cash
  flows, and stockholders equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the nine months ended October 31, 2005 are not necessarily
  indicative of the results that can be expected for the year ending January 31,
  2006.

1

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  FINANCIAL STATEMENTSAS OF OCTOBER 31, 2005 
  (UNAUDITED)

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY)

CONTENTS

|PAGE  | F-1       | BALANCE SHEET
        AS OF OCTOBER 31, 2005 (UNAUDITED)                                                                                                                       
|----- | --------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |           |                                                                                                                                                                                
|PAGE  | F-2       | STATEMENT
        OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2005 AND
        THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)
|
|
|      |           |                                                                                                                                                                                
|PAGE  | F-3       | STATEMENT
        OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM SEPTEMBER
        23, 2004 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)                                
|
|
|      |           |                                                                                                                                                                                
|PAGE  | F-4       | STATEMENT
        OF CASH FLOWS FOR THE NINE MONTHS ENDED OCTOBER 31, 2005 AND THE PERIOD
        FROM SEPTEMBER 23, 2004 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)          
|
|
|      |           |                                                                                                                                                                                
|PAGES | F-5 - F-7 | NOTES TO
        FINANCIAL STATEMENTS (UNAUDITED)                                                                                                                              

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  BALANCE SHEETAS OF OCTOBER 31, 2005(UNAUDITED)

|ASSETS                                                          |  
|--------------------------------------------------------------- | -
|CURRENT ASSETS                                                  |  
|Cash                                                            | $
|Prepaid expenses                                                |  
|Total
      Current Assets                                      |  
|                                                                |  
|MINERAL RIGHTS, NET                                             |  
|                                                                |  
|TOTAL ASSETS                                                    | $
|                                                                |  
|                                                                |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  
|                                                                |  
|CURRENT LIABILITIES                                             |  
|Accounts payable and accrued expenses                           | $
|                                                                |  
|TOTAL LIABILITIES                                               |  
|                                                                |  
|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                   |  
|Additional paid in capital                                      |  
|Accumulated deficit during exploration
      stage              |  
|Subscription receivable                                         |  
|Total Stockholders Equity                                      |  
|                                                                |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      EQUITY                | $

See accompanying notes to financial statements.
  F-1

---

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

|                                         |   |               |   |   | For the Period |  |   |              |   |   | For the Period |  
|---------------------------------------- | - | ------------- | - | - | -------------- |  | - | ------------ | - | - | -------------- | -
|                                         |   |               |   |   | From           |  |   |              |   |   | From           |  
|                                         |   | For the Three |   |   | September 23,  |  |   | For the Nine |   |   | September 23,  |  
|                                         |   | Months Ended  |   |   | 2004 to        |  |   | Months Ended |   |   | 2004 to        |  
|                                         |   | October 31,   |   |   | October 31,    |  |   | October 31,  |   |   | October 31,    |  
|                                         |   | 2005          |   |   | 2004           |  |   | 2005         |   |   | 2005           |  
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|OPERATING EXPENSES                       |   |               |   |   |                |  |   |              |   |   |                |  
|Mining expense                           | $ | 250           |   | $ | -              |  | $ | 250          |   | $ | 3,550          |  
|Professional fees                        |   | 2,017         |   |   | -              |  |   | 10,685       |   |   | 14,885         |  
|Consulting fees                          |   | 3,000         |   |   | -              |  |   | 3,000        |   |   | 3,000          |  
|Transfer agent and regulatory
      fees |   | 688           |   |   | -              |  |   | 4,040        |   |   | 4,040          |  
|General and administrative               |   | 1,318         |   |   | -              |  |   | 1,392        |   |   | 1,500          |  
|Total Operating Expenses                 |   | 7,273         |   |   | -              |  |   | 19,367       |   |   | 26,975         |  
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|LOSS FROM OPERATIONS                     |   | (7,273        | ) |   | -              |  |   | (19,367      | ) |   | (26,975        | )
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|OTHER EXPENSE                            |   |               |   |   |                |  |   |              |   |   |                |  
|Foreign currency transaction gain        |   |               |   |   |                |  |   |              |   |   |                |  
|(loss)                                   |   | -             |   |   | -              |  |   | (6           | ) |   | 2,025          |  
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|Provision for Income Taxes               |   | -             |   |   | -              |  |   | -            |   |   | -              |  
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|NET LOSS                                 | $ | (7,273        | ) | $ | -              |  | $ | (19,373      | ) | $ | (24,950        | )
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|Net loss per share - basic and           |   |               |   |   |                |  |   |              |   |   |                |  
|diluted                                  | $ | -             |   | $ | -              |  | $ | -            |   | $ | -              |  
|                                         |   |               |   |   |                |  |   |              |   |   |                |  
|Weighted average number of shares        |   |               |   |   |                |  |   |              |   |   |                |  
|outstanding during the period           |   |               |   |   |                |  |   |              |   |   |                |  
|basic and diluted                        |   | 7,739,500     |   |   | -              |  |   | 7,739,500    |   |   | 7,337,957      |  

See accompanying notes to financial statements. 
  F-2

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  STATEMENT OF STOCKHOLDERS EQUITYFOR THE PERIOD FROM SEPTEMBER 23, 2004 (INCEPTION) TO OCTOBER 31,
  2005(UNAUDITED)

AccumulatedAdditional
      
      
      
      
      
      Deficit DuringCommon Stock
      
      
      Paid-In
      
      
      Subscription
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Receivable
      
      
      Stage
      
      
      TotalCommon stock issued to founders for cash($0.001 per share)
      
      6,760,000
      
      $
      6,760
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      6,760Common stock issued for cash($0.05 per share)
      
      979,500
      
      
      980
      
      
      47,995
      
      
      (425
      )
      
      -
      
      
      48,550Net 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
      )
      
      49,733Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (19,373
      )
      
      (19,373
      )BALANCE, OCTOBER 31, 2005
      
      7,739,500
      
      $
      7,740
      
      $
      47,995
      
      $
      (425
      )
      $
      (24,950
      )
      $
      (30,360
      )


See accompanying notes to financial statements. 
  F-3

---

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

|                                                            |   |              |   |   | For the Period |   |   | For the Period |  
|----------------------------------------------------------- | - | ------------ | - | - | -------------- | - | - | -------------- | -
|                                                            |   | For the Nine |   |   | From           |   |   | From           |  
|                                                            |   | Months       |   |   | September 23,  |   |   | September 23,  |  
|                                                            |   | Ended        |   |   | 2004 to        |   |   | 2004 to        |  
|                                                            |   | October 31,  |   |   | October 31,    |   |   | October 31,    |  
|                                                            |   | 2005         |   |   | 2004           |   |   | 2005           |  
|                                                            |   |              |   |   |                |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                       |   |              |   |   |                |   |   |                |  
|Net loss                                                    | $ | (19,373      | ) | $ | -              |   | $ | (24,950        | )
|Adjustments to reconcile net
      loss to net cash used in |   |              |   |   |                |   |   |                |  
|operating activities:                                       |   |              |   |   |                |   |   |                |  
|Changes in operating assets
      and liabilities:          |   |              |   |   |                |   |   |                |  
|Prepaid expenses                                            |   | (5,755       | ) |   | -              |   |   | (5,755         | )
|Accounts payable                                            |   | (2,504       | ) |   | 3,000          |   |   | 1,696          |  
|Net
      Cash Used In Operating Activities                 |   | (27,632      | ) |   | 3,000          |   |   | (29,009        | )
|                                                            |   |              |   |   |                |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                       |   |              |   |   |                |   |   |                |  
|Purchase of mining property                                 |   | -            |   |   | (3,000         | ) |   | (3,000         | )
|Net
      Cash Used In Investing Activities                 |   | -            |   |   | (3,000         | ) |   | (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                             |   | (27,632      | ) |   | -              |   |   | 23,301         |  
|                                                            |   |              |   |   |                |   |   |                |  
|CASH AND CASH EQUIVALENTS AT BEGINNING                      |   |              |   |   |                |   |   |                |  
|OF PERIOD                                                   |   | 50,933       |   |   | -              |   |   | -              |  
|                                                            |   |              |   |   |                |   |   |                |  
|CASH AND CASH EQUIVALENTS AT END OF                         |   |              |   |   |                |   |   |                |  
|PERIOD                                                      | $ | 23,301       |   | $ | -              |   | $ | 23,301         |  

See accompanying notes to financial statements. 
  F-4

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 31, 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 if 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 nine 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 October 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.

F-5

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 31, 2005(UNAUDITED)

(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.

(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 October 31, 2005, there were no dilutive securities outstanding.

(I) Business Segments

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

(J) 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

F-6

---

TAO MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 31, 2005(UNAUDITED)

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 | ACQUIDITION 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 | 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 and has a negative cash
  flow from operations of $27,632 for the nine months period ended October 31,
  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.

F-7

---

Item 2. Managements Discussions and Analysis or Plan of Operation

Forward-Looking Statements

This Form 10-QSB includes -" forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a
number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the
Company for the future operations, are forward-looking statements.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

Tao Minerals Ltd. ("the Company", we, us) was incorporated in the state of Nevada on September 23, 2004. On October 22, 2004, the Company entered into a Purchase and Sale Agreement with Multimetal Mining Corp. a Nevada
private company, 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. The Company paid $3,000 as
consideration to acquire a 100% interest in these claims.

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.

As of October 31, 2005 the Company had total assets of $ 32,056 consisting of $ 23,301 cash, $ 5,755 in prepaid expenses and net mineral rights of $ 3,000. This represents the Companys present and only sources of liquidity.

The Companys liabilities at October 31, 2005 totaled
  $ 1,696, consisting of accounts payables and accrued liabilities.

For the three months period ending October 31, 2005 the Company
  generated no revenues and has incurred total operating expenses of $ 7,273
  consisting of $ 250 in exploration expenses, $ 2,017 in professional
  fees, $ 3,000 in professional fees, $ 688 in Transfer Agent and regulatory
  fees and $ 1,318 in general and administrative expenses.

2

---

For the nine months period ending October 31, 2005 the Company generated no revenues and has incurred total operating expenses of $ 19,367 consisting of $ 250 in exploration expenses, $ 10,685 in professional fees, $ 3,000 in
consulting fees, $ 4,040 in Transfer Agent and regulatory fees, $ 1,392 in general and administrative fees. In addition the company incurred a $ 6 in foreign currency transactions loss for a total comprehensive net loss for the period of
$ 19,373.

The on-going negative cash flow from operations raises substantial doubt about the Companys 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 Company has not realized any revenues since inception, and for the nine month period ended October 31, 2005, and it is presently operating at an ongoing deficit. The Company does not anticipate earning revenues unless it enters into commercial
production on the Whale Mine property. The company has commenced the first phase of the recommended exploration work program on the Whale Mine claims. It is anticipated that the program will be completed in mid December 2005 but the company can
provide no assurance that it will discover economic mineralization on the property, or if such minerals are discovered, that it will have the ability to enter into commercial production. Presently the company does not have sufficient funds to
complete the recommended phase one exploration program on the Whale mine property, therefore it will require additional funding to cover the cost of the initial exploration program, to cover the 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. The Company anticipates that additional funding will be required in the form of equity financing from the sale of
the companys common stock. However the Company cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund the second phase of the exploration program. The Company
believes that debt financing will not be an alternative for funding the complete exploration program. The Company does not have any arrangements in place for any future equity financings.

The Companys plan of operation for the twelve months following the date of this report 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. The Company anticipates that the phase one program will cost approximately $36,000 and be completed by mid December 2005, while the phase two program will cost approximately $105,000 and will be undertaken in the spring of
2006.

The Company has commenced the phase one exploration program on the Whale Mine property in late September 2005. The program should be completed by mid December 2005. A consulting geologist will be retained to review all past exploration data relating
to the property and plot relevant information on a map of the property. 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 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-December, the company should receive the results of the
sample analysis and be able to determine which property areas contain significant mineralization.

The Company anticipates incurring approximately $40,000
  for administrative expenses including accounting and audit costs ($10,000)
  legal fees ($10,000), rent and office costs ($5,000), computer costs
  ($5,000), telephone costs ($2,000), Edgar filings ($2,000) and general
  administrative costs ($6,000) over the next 12 months.

3

---

On March 23, 2005, the Company filed an SB2 Registration Statement with The Security and Exchange Commission of the United States (SEC) in order to gain a reporting Status in the United States and in order to register its common stock. On July 7,
2005, the company received its effective status with the SEC becoming a fully reporting company in the United States.

The Company had retained a market maker to sponsor a 15c211 application with the National Association of Securities Dealers (NASD) in order to have its common shares posted for trading on the NASD Over the Counter Bulletin Board (OTC BB) upon
approval of this application. The Company has received approval for this application and its common shares have been posted for trading on the OTC BB with the trading symbol of TAOM.OB

CRITICAL ACCOUNTING POLICIES

We have identified the policies outlined below as critical to our business operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is
discussed throughout Management's Plan of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results
will not differ from those estimates.

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. The mineral rights will be amortized using the units-of-production method when
production at each project commences.

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 $32,632 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.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. In addition, we will require additional funds to expand operations and for further exploration.

As reflected in the accompanying financial statements, we
  are in the exploration stage with limited operations. This raises substantial
  doubt about our ability to continue as a going concern. Our ability to continue
  as a going concern is dependent on our ability to raise additional capital and
  implement

4

---

our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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.

Item 3. Controls and Procedures

Our management, which includes our Chief Executive Officer and our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c)
promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and
procedures are effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes made in our
internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 2. Unregistered Sales of Equity Securities and Use of
  Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

5

---

Item 6. Exhibits and Report on Form 8-K

|31.1 | Certification of Chief Executive
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Accounting
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                      
|     |                                                                                                                                                                   
|32.1 | Certification of Chief Executive
        Officer pursuant to 18 U.S.C. section 1350,as adopted pursuant
        to section 906 of the Sarbanes-Oxley act of 2002. 
|     |                                                                                                                                                                   
|32.2 | Certification of Chief Accounting
        Officer pursuant to U. S. C. section 1350, as adopted pursuant to section
        906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on form 8K during the nine months
  ending October 31, 2005.

6

---

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Tao Minerals Ltd.

/s/ Don AxentDon Axent, Director 
  Date: December 6, 2005.

7

---