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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2009or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from ______________________ to ______________________

Commission File Number 000-51922

TAO MINERALS LTD.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 20-1682702                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

|Officina 301Edeficio El Crusero, Carrera 48, 12 Sur
       148 Medellin Colombia | N/A       
|--------------------------------------------------------------------------------- | ----------
|(Address of principal executive offices)                                          | (Zip Code)

0115-314-2330(Registrants telephone
number, including area code)

N/A(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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 registrant 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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

Large accelerated filer [   ]
    
    Accelerated
      filer                 
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller reporting company)
    Smaller reporting company 
  [X]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[   ] YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.

[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
393,672,316 common shares issued and outstanding as of June 22, 2009

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.





2

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TAO MINERALS LTD. and Subsidiary(An Exploration Stage Company)Consolidated Balance Sheets(Unaudited)

|                                                                           |   | April
      30 |   |   | January
      31 |  
|-------------------------------------------------------------------------- | - | -------------- | - | - | ---------------- | -
|                                                                           |   | 2009           |   |   | 2009             |  
|                                                                           |   |                |   |   |                  |  
|ASSETS                                                                     |   |                |   |   |                  |  
|Current                                                                    |   |                |   |   |                  |  
|Cash                                                                       | $ | 14,753         |   | $ | 7,868            |  
|Prepaids                                                                   |   | 38,253         |   |   | 46,611           |  
|Total current assets                                                       |   | 53,006         |   |   | 54,479           |  
|Property and Equipment                                                     |   | 16,820         |   |   | 16,820           |  
|Mineral Properties                                                         |   |                |   |   |                  |  
|Mineral Rights                                                             |   | 115,699        |   |   | 113,420          |  
|Total Mineral Properties                                                   |   | 115,699        |   |   | 113,420          |  
|                                                                           |   |                |   |   |                  |  
|Totalassets                                                                | $ | 185,525        |   | $ | 184,719          |  
|                                                                           |   |                |   |   |                  |  
|LIABILITIESANDSTOCKHOLDERSDEFICIT                                         |   |                |   |   |                  |  
|Current                                                                    |   |                |   |   |                  |  
|Accounts payable and accrued expenses                                      | $ | 299,514        |   | $ | 241,057          |  
|Note Payable                                                               |   | 466,000        |   |   | 500,000          |  
|Derivative liability                                                       |   | 185,182        |   |   | 177,374          |  
|Stock issuance liability                                                   |   | 92,100         |   |   | 92,100           |  
|Other accrued liabilities                                                  |   | 180,083        |   |   | 154,546          |  
|Total current liabilities                                                  |   | 1,222,879      |   |   | 1,165,077        |  
|Notepayablelongterm                                                        |   | 8,983          |   |   | 6,883            |  
|Totalliabilities                                                           |   | 1,231,862      |   |   | 1,171,960        |  
|                                                                           |   |                |   |   |                  |  
|STOCKHOLDERS DEFICIT                                                      |   |                |   |   |                  |  
|Share Capital                                                              |   |                |   |   |                  |  
|Authorized:                                                                |   |                |   |   |                  |  
|Preferred stock: $0.001 par value 1,000,000
      shares authorized        |   | -              |   |   | -                |  
|None issued, allotted and outstanding:                                     |   |                |   |   |                  |  
|                                                                           |   |                |   |   |                  |  
|Common stock: $0.001 par value, 552,000,000 shares
      authorized        |   |                |   |   |                  |  
|Issued, allotted and
      outstanding:393,672,.316 and 324,954,369 shares |   |                |   |   |                  |  
|common stock at April 30, 2009 and
      January 31, 2009                  |   | 393,673        |   |   | 324,955          |  
|Additional paid-in capital                                                 |   | 6,790,755      |   |   | 6,791,473        |  
|Accumulated other comprehensive loss                                       |   | (33,160        | ) |   | (32,822          | )
|Deficit accumulated during exploration
      stage                         |   | (8,187,522     | ) |   | (8,060,831       | )
|Total TAO stockholders deficit                                            |   | (1,036,254     | ) |   | (977,225         | )
|Noncontrolling interest                                                    |   | (10,083        | ) |   | (10,016          | )
|Total deficit                                                              |   | (1,046,337     | ) |   | (987,241         | )
|Total liabilities and deficit                                              | $ | 185,525        |   | $ | 184,719          |  

The accompanying notes are an integral part of these
financial statements.

3

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TAO MINERALS LTD. and
Subsidiary(An Exploration Stage Company) ConsolidatedStatements
of Operations(unaudited)

|                                              |   | From Inception Date   |   |   | For the Three Months |  
|--------------------------------------------- | - | --------------------- | - | - | -------------------- | -
|                                              |   | of September 23, 2004 |   |   | Ended April 30       |  
|                                              |   | to Period Ended April |   |   |                      |  
|                                              |   | 30, 2009              |   |   | 2009                 |  
|OPERATING EXPENSES                            |   |                       |   |   |                      |  
|                                              |   |                       |   |   |                      |  
|Exploration expenses                          | $ | 122,650               |   | $ | -                    |  
|                                              |   |                       |   |   |                      |  
|Professional fees                             |   | 217,218               |   |   | -                    |  
|                                              |   |                       |   |   |                      |  
|Director fees                                 |   | 120,000               |   |   | -                    |  
|                                              |   |                       |   |   |                      |  
|Consulting fees                               |   | 881,850               |   |   | 57,000               |  
|                                              |   |                       |   |   |                      |  
|Legal fees                                    |   | 276,490               |   |   | 2,107                |  
|                                              |   |                       |   |   |                      |  
|General and administrative                    |   | 187,903               |   |   | 22,148               |  
|                                              |   |                       |   |   |                      |  
|Impairment charge                             |   | 4,700,000             |   |   |                      |  
|                                              |   |                       |   |   |                      |  
|LOSS FROM OPERATIONS                          |   | 6,506,111             |   |   | 81,255               |  
|                                              |   |                       |   |   |                      |  
|Total Operating Expenses                      |   | (6,506,111            | ) |   | (81,255              | )
|                                              |   |                       |   |   |                      |  
|OTHER INCOME (EXPENSE)                        |   |                       |   |   |                      |  
|                                              |   |                       |   |   |                      |  
|Derivative expense                            |   | (85,182               | ) |   | (7,808               | )
|                                              |   |                       |   |   |                      |  
|Loss on settlement of debt                    |   | (1,388,151            | ) |   | (34,000              | )
|                                              |   |                       |   |   |                      |  
|Interest expense                              |   | (40,206               | ) |   | (3,879               | )
|                                              |   |                       |   |   |                      |  
|Other loss, net                               |   | (1,108                | ) |   | 185                  |  
|                                              |   |                       |   |   |                      |  
|Foreign currency translation gain             |   | 1,531                 |   |   | -                    |  
|                                              |   |                       |   |   |                      |  
|TOTAL OTHER INCOME (EXPENSE)                  |   | (1,513,116            | ) |   | (45,502              | )
|                                              |   |                       |   |   |                      |  
|Net loss for the Period                       |   | (8,019,227            | ) |   | (126,757             | )
|                                              |   |                       |   |   |                      |  
|Less: net loss attributable to                |   |                       |   |   |                      |  
|noncontrolling interest                       |   | 1,632                 |   |   | 67                   |  
|                                              |   |                       |   |   |                      |  
|Net loss attributable to TAO common           |   |                       |   |   |                      |  
|shareholders                                 | $ | (8,017,595            | ) | $ | (126,690             | )
|                                              |   |                       |   |   |                      |  
|LOSS PER SHARE  BASIC                        |   |                       |   | $ | 0.00                 |  
|                                              |   |                       |   |   |                      |  
|WEIGHTED AVERAGE NUMBER OF ISSUED SHARESBASIC |   |                       |   |   | 342,739,916          |  

The accompanying notes are an integral part of these
financial statements.

4

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TAO MINERALS LTD. And Subsidiary(An Exploration Stage
Company)Consolidated Statements of Cash Flows(Unaudited)

|                                                 |   | From Inception Date  |   |   | For the
      Three |   |   | For the
      Three |  
|------------------------------------------------ | - | -------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                 |   | of September 23,     |   |   | Months Ended        |   |   | Months Ended        |  
|                                                 |   | 2004 to Period Ended |   |   | April 30, 2009      |   |   | April 30, 2008      |  
|                                                 |   | April 30, 2009       |   |   |                     |   |   |                     |  
|Cash Provided by (Used for) OperatingActivities  |   |                      |   |   |                     |   |   |                     |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Net (loss) for the period                        | $ | (8,017,595           | ) | $ | (126,690            | ) | $ | (131,230            | )
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Stock issued for services                        |   | 682,386              |   |   |                     |   |   | 79,750              |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Loss on settlement of debt                       |   | 1,388,151            |   |   | 34,000              |   |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Impairment charges                               |   | 4,700,000            |   |   |                     |   |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Minority interest in loss                        |   | (11,648              | ) |   | (67                 | ) |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Changes in non-cash working capital items        |   |                      |   |   |                     |   |   |                     |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Prepaids                                         |   | (38,253              | ) |   | 8,358               |   |   | (3,000              | )
|Discount on Note payable                         |   | (118,117             | ) |   |                     |   |   |                     |  
|Deferred charges                                 |   | -                    |   |   | -                   |   |   | (100,000            | )
|Accounts payable and accrued                     |   | 474,221              |   |   | 86,093              |   |   | 70,194              |  
|Derivative liability                             |   | 185,182              |   |   | 7,808               |   |   |                     |  
|Cash Provided ( used by) operations              |   | (755,673             | ) |   | 9,502               |   |   | (84,286             | )
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Investing Activities                             |   |                      |   |   |                     |   |   |                     |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Acquisition of subsidiary                        |   | (114,189             | ) |   | -                   |   |   | -                   |  
|Purchase of fixed assets                         |   | (16,820              | ) |   | -                   |   |   | -                   |  
|Purchase of mineral
      rights                 |   | (365,715             | ) |   | (2,279              | ) |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Cash used by investing activities                |   | (496,724             | ) |   | (2,279              | ) |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Financing Activities                             |   |                      |   |   |                     |   |   |                     |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Issuance of debt                                 |   | 1,245,000            |   |   | -                   |   |   | 100,000             |  
|Issuance of common stock                         |   | 55,310               |   |   | -                   |   |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Cash provided by financing activities            |   | 1,300,310            |   |   | -                   |   |   | 100,000             |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Efect of exchange rate on cash                   |   | (33,160              | ) |   | (338                | ) |   | -                   |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Cash Increase (Decrease) During the
      Period |   | 14,753               |   |   | 6,885               |   |   | 15,714              |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Cash, Beginning of Period                        |   | -                    |   |   | 7,868               |   |   | 1,563               |  
|                                                 |   |                      |   |   |                     |   |   |                     |  
|Cash and Equivalent, End of Period               |   | 14,753               |   |   | 14,753              |   |   | 17,277              |  

SUPPLEMENTAL CASH FLOWS INFORMATION

The Company did not pay cash for either interest or taxes
for the three months ended April 30, 2009 and 2008.

The accompanying notes are an integral part of these
financial statements.

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|TAO MINERALS LTD. and Subsidiary                
|------------------------------------------------
|(An Exploration Stage Company)                  
|Notes to the Consolidated Financial
  Statements

|1. | Organization and Summary of Significant Accounting
      Policies
|-- | -----------------------------------------------------------------

Nature of Operations and Going
Concern

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. These consolidated financial statements
include the accounts of TAO Minerals, LTD (Parent or TAO) and its majority
owned subsidiary, Minera TAO, SA (Minera),. Collectively, the consolidated
entities are referred to herein as the (Company). All significant
inter-company transactions have been eliminated.

As reflected in the accompanying
financial statements, the Company is in the exploration stage and has a
cumulative negative cash flows from operations of $755,673since inception and
losses of $126,690 for the three month period ended April 30, 2009. 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.

The financial statements for the three
months ended April 30, 2009 and 2008, and for the period from September 23, 2004
(inception) to April 30, 2009, together with the balance sheet as of April 30,
2009 included herein have not been audited by the Companys independent public
accountants. In the opinion of management, all adjustments necessary to present
fairly the financial position at April 30, 2009 and the results of operations
and cash flows for the periods presented herein have been made.

The financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such regulations. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended January 31, 2009.

The financial statements of the Company
have been prepared in accordance with accounting principles generally accepted
in the United States of America. Because a precise determination of many assets
and liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgment. Actual results may vary from these estimates.
Prior periods have been adjusted to conform with the presentation of the
financial statements ended April 30, 2009.

|2. | Notes Payable
|-- | -------------

During the quarter ended April 30, 2009
the company converted $34,000 of principal on its $500,000 note payable
recognizing a $34,000 loss on conversion.

|3. | Common Stock
|-- | ------------

During the quarter ended April 30, 2009
the Company converted $34,000 of debt by issuing 68,717,947 shares of common
shares.

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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our"
and "our company" mean American Sierra Gold Corp., unless otherwise indicated.

General Overview and Business Development over the Last
Three Years

We were incorporated in the State of Nevada on September 23,
2004 with authorized capital of 69,000,000 shares of common stock with a par
value of $0.001 and 1,000,000 shares of preferred stock with a par value of
$0.001.

On March 13, 2006, our board of directors approved an eight (8)
for one (1) forward stock split of our authorized, issued and outstanding common
stock. The forward stock split became effective with the Secretary of State of
Nevada on March 24, 2006. As a result, our authorized capital increased from
69,000,000 shares of common stock with a par value of $0.001 and 1,000,000
Preferred A stock with a par value of $0.001 to 552,000,000 shares of common
stock with a par value of $0.001 and 1,000,000 Preferred A stock with a par
value of $0.001. Our issued and outstanding share capital increased from
7,739,500 shares of common stock to 51,816,000 shares of common stock. Effective
March 24, 2006 our trading symbol on the OTC Bulletin Board was changed from
TAOM to TAOL in connection with the forward stock split.

On April 4, 2008, we entered into a promissory note conversion
agreement with Outboard Investments Ltd., pursuant to which we agreed to provide
for certain conversion provisions related to that certain promissory note issued
by our company. The promissory note originally evidenced an interest free loan
received by our company from Epsom Investment Services N.V. in the amount of
$620,000. On April 4, 2008, the promissory note was transferred to Outboard
Investments Ltd. pursuant to that certain debt sale agreement. Pursuant to the
conversion agreement, the promissory note is convertible into shares of our
companys common stock at a price equal to 30% of the lowest closing bid price
of the shares of our companys common stock during the five trading days
immediately preceding the conversion date. In the event of a failure by our
company to honor any conversion requests by Outboard, Outboard shall have the
right to demand payment of all outstanding amounts under the promissory note
which amounts shall be paid within 5 days.

---

The promissory note conversion agreement also provides that Outboard may have the right to require our company to redeem the promissory note in cash at 110% of the outstanding principal amount, together with all accrued and unpaid interest in the
event (A) our company challenges, disputes or denies the right of Outboard to effect the conversion of the promissory note or otherwise dishonors or rejects a conversion request, and (B) any third party asserts any claim which seeks to challenge,
deny, enjoin, limit, modify or dispute the right of Outboard to effect any conversions under the promissory note.

Outboard shall not be obligated to effect conversions under the conversion agreement in the event such conversion will result in Outboard being deemed to be the beneficial owner of more than 4.99% .

On October 4, 2008, our company and Outboard Investments Ltd. jointly agreed to enter into a cancellation agreement in regards to the $1,000,000 financing.

On July 16, 2008, through our majority owned subsidiary Minera Tao S.A., we entered into an amended option agreement with Agrominas De Colombia, LTDA to acquire 80% of a mining interest called El Comillo in Antioquia Colombia. The agreement amended
the terms of the original option agreement entered into by Minera Tao on October 2, 2007, and subsequently extended on April 18, 2008.

Under the terms of the amended option agreement, the purchase price of the option is $1.42 billion Colombian pesos or approximately US$825,000 dollars. We paid $80,000,000 pesos (approximately US$50,000) upon closing of the option
agreement and are obligated to pay $40,000,000 pesos on the 15th of every month until $320,000,000 pesos has been paid. Thereafter 20% of production will be paid until $1.1 billion pesos have been received by Agrominas De Colombia. After
the acquisition price is paid Agrominas De Colombia will continue to receive 20% of the mining production. Upon receipt of $1.42 billion pesos by Agrominas De Colombia the option will be exercised and 80% ownership in the property will be
transferred to Minera Tao.

From inception on September 23, 2004 to present, we have engaged in no significant operations other than organizational activities, acquiring and staking our properties, preparing the registrations of our securities and planning Phase 1 of the
exploration work on our Whale Mine Claims and acquiring our Golondria Gold-Silver Project and El Comillo mining property.

On April 23, 2008 we entered into a securities purchase agreement for the sale of $1,000,000 convertible note at 10% with a maturity of 2 years. We received $125,000 upon the closing and issued a note for the amount. The Company is obligated
to file a registration statement within 45 days of the closing. Upon the registration statement becoming effective, the Company will receive the balance of the $875,000. The note carries a conversion feature that calls for 50% of the average
volume weighted price of the shares for the five trading days prior to conversion. Conversion is at the option of the holder. Subsequent to the $125,000 funding the Company and the purchaser agreed to terminate the agreement and let the
$125,000 note stand on its own.

On June 11, 2008 we issued a $500,000 8% convertible debenture to Tuxedo Holdings which was payable by July 31, 2008. All or any portion of the amounts due under the convertible debenture may be converted at any time, at the option of the
holder, into common shares of our company at a conversion price of seventy five percent (50%) of the average of the three lowest closing bid prices of our common stock for the five trading days immediately prior to the date that we receive notice of
conversion of the convertible debenture

On October 16, 2008, we entered into an agreement to issued a $500,000 8% convertible debenture to Galleon Investments Ltd. All or any portion of the amounts due under the convertible debenture, which matures 90 days from the advancement date,
may be converted at any time, at the option of the holder, into common shares of our company at a conversion price of seventy five percent (75%) of the average of the three lowest closing bid prices of our common stock for the five trading days
immediately prior to the date that we receive notice of conversion of the convertible debenture. The Note was to be funded by December 31, 2008, however the note was not funded by that date.

We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations. We must raise cash in order to implement our plan and stay in business.

---

We are in the mineral resource business. This business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially
exploitable quantities, and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the
development stage, while those engaged in the extraction of a known mineral resource are in the production stage. Our company is in the exploration stage.

The address of our principal executive office is Officina 301Edeficio El Crusero, Carrera 48, 12 Sur  148 Medellin Colombia. Our telephone numbers is. 0115-314-2330

Our common stock is quoted on the OTC Bulletin Board under the symbol "TAOL".

Mineral resource exploration can consist of several stages. The earliest stage usually consists of the identification of a potential prospect through either the discovery of a mineralized showing on that property or as the result of a property being
in proximity to another property on which exploitable resources have been identified, whether or not they are or have in the past been extracted.

After the identification of a property as a potential prospect, the next stage would usually be the acquisition of a right to explore the area for mineral resources. This can consist of the outright acquisition of the land or the acquisition of
specific, but limited, rights to the land (e.g., a license, lease or concession). After acquisition, exploration would probably begin with a surface examination by a prospector or professional geologist with the aim of identifying areas of potential
mineralization, followed by detailed geological sampling and mapping of this showing with possible geophysical and geochemical grid surveys to establish whether a known trend of mineralization continues through un-exposed portions of the property
(i.e., underground), possibly trenching in these covered areas to allow sampling of the underlying rock. Exploration also commonly includes systematic regularly spaced drilling in order to determine the extent and grade of the mineralized system at
depth and over a given area, as well as gaining underground access by ramping or shafting in order to obtain bulk samples that would allow one to determine the ability to recover various commodities from the rock. Exploration might culminate in a
feasibility study to ascertain if the mining of the minerals would be economic. A feasibility study is a study that reaches a conclusion with respect to the economics of bringing a mineral resource to the production stage.

Our mineral resource properties consist of exploration claims located in Columbia (Risaldo La Golondrina D14-082 mineral property located in Narino, Colombia) ( El Colmillo mineral property located in Antioquia, Colombia). There is no
assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or
exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know
whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled Risk Factors, of this quarterly report on Form 10-Q, for additional information about the
risks of mineral exploration

Our Current Business

We are an exploration stage company that has not yet generated or realized any revenues from our business operations. We had concentrated our recent exploration efforts on the La Golondrina Property in Columbia over our fiscal year ending January
31, 2009. In July, 2008 we acquired a mineral right in the El Colmillo property in Colombia. In October, 2008, our company decided to employ our efforts in exploration of the El Colmillo property for the next 12 months and will hold exploration of
the Golondrina property until a determination of viability at El Colmillo can be determined. In December 2008 Company personnel at the El Colmillo property were met by Colombian rebels who demanded a war tax to permit the development activities to
continue. The Company immediately ceased any efforts at the mine and reported the situation to the Colombian government and to the issuer of the option. The Company invoked the force majoure section of the contract and is waiting to see what
developments will take place.

---

Results of Operations

Three Months Ended April 30, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our consolidated financial statements for the quarter
ended April 30, 2009 which are included herein.

Our operating results for the three months ended April 30,
2009, for the three months ended April 30, 2008 and the changes between those
periods for the respective items are summarized as follows:

Three Months Ended
      April 30, 2009
    Three Months Ended
      April 30, 2008
    Change Between Three Month
      Period Ended April 30, 2009 and April 30,
      2008Revenue
    $                         
       -
    $                         
       -
    $                         
       -Exploration
      expenses
    -
    -
    -*Professional fees
    -
    300
    (300)Director fees
    -
    -
    -Consulting fees
    57,000
    48,000
    9,000Legal fees
    2,107
    66,815
    (64,708)General and
      administrative
    22,148
    1,886
    20,262Impairment charge
    -
    -
    -Net Income (Loss)
    (126,690)
    (131,230)
    (4,540)


Our accumulated losses increased to $8,017,595 as of April 30,
2009. Our consolidated financial statements report a net loss of $126,690 for
the three month period ended April 30, 2009 compared to a net loss of $131,230
for the three month period ended April 30, 2008. Our losses have increased
primarily resulting from still being in the development stage .

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.

Liquidity and Financial Condition

As of January 31, 2009, our total assets were $184,719 and our
total liabilities were $1,171,960 and we had a working capital deficit of
$1,110,598. Our financial statements report a net loss of $2,253,352 for the
year ended January 31, 2009, and a net loss of $7,890,905 for the period from
September 23, 2004 (date of inception) to January 31, 2009.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through equity offerings and loan
transactions.

| | Cash Flows                                       |   | As at     |  
| | ------------------------------------------------ | - | --------- | -
| |                                                  |   | April 30, |  
| |                                                  |   | 2009      |  
| |                                                  |   |           |  
| | Net Cash (Used) Provided by Operating Activities | $ | 9,502     |  
| | Net Cash Used In Investing Activities            | $ | (2,279    | )
| | Net Cash Provided by Financing Activities        | $ |           |  
| | Increase In Cash During The Period               | $ | 6,885     |  

---

We had cash in the amount of $14,753 as of April 30, 2009 as
compared to $17,277 as of April 30, 2008. We had a working capital deficit of
$1,169,873 as of April 30, 2009 compared to working capital deficit of
$1,030,205 as of April 30, 2008.

Our principal sources of funds have been from sales of our
common stock and short term loans.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We have not yet achieved profitable operations and are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they become due, in their report on our audited financial
statements for the year ended January 31, 2009, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure by our
independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes
are prepared in accordance with generally accepted accounting principles in the
United States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.

Cash Equivalents

For purposes of the statement of cash flows cash equivalents
usually consist of highly liquid investments which are readily convertible into
cash with maturity of three months or less when purchased.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations
of credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

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, 2009, the Company had
capitalized $113,420 related to the mineral rights. The mineral rights will be
amortized using the units-of-production method when production at each project
commences.

---

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 under the methods
identified in SFAS 144 and Emerging Issues Task Force 04-03.

Foreign Currency Translation

The accounts of the Company are translated in accordance with Statement of Financial Accounting Standard No. 52, which requires that foreign currency assets and liabilities be translated using the exchange rates in effect at the balance sheet date.
Results of operations are translated using the average rates prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are accumulated as the
accumulated other comprehensive adjustment in shareholders equity.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue
generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a
feasibility study or the Companys commitments to plan of action based on the then known facts.

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, 2009 and 2008, there were no
dilutive securities outstanding. The Company has a $625,000 convertible debentures which can be converted to common stock. These shares have not been included in any weighted average computations since the effect would be anti-dilutive.

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.

Business Segments

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

Mining Properties and Exploration Costs

Exploration costs are charged to operations in the year in which they are incurred. Costs of acquiring mineral properties are capitalized until such time commencement of production commences or a determination that such property is not commercially
viable.

---

Mining properties are, upon commencement of production, amortized over the estimated life of the ore body to which they relate or are written off if the property is abandoned or if there is considered to be a permanent impairment in value.

Investments in mining properties over which the company has significant influence but not joint control are accounted for using the equity method.

Site Restoration and Post Closure Costs

Expenditures related to ongoing environmental and reclamation activities are expensed, as incurred, unless previously accrued. Provisions for future site restoration and reclamation and other post closure costs in respect of operating facilities are
charged to operations over the estimated life of the operating facility, commencing when a reasonably definitive estimate of the cost can be made.

Accounting Changes and Error Corrections

The company follows Accounting Changes and Error Corrections
  in accordance with Statement of Financial Accounting Standards # 154 which replaced
  APB 20 and Statement of Financial Accounting Standards #3. Changes in accounting
  principle are reported through retrospective application of the new accounting
  principle to all prior periods. Errors in the financial statements of a prior
  period discovered subsequent to their issuance shall be reported as a prior-period
  adjustment by restating the prior period.

Recently Issued Accounting Standards

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. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our
chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of April 30, 2009, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer) and our chief financial officer
(who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal
executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) (our principal executive officer and our principal financial officer and principle accounting officer) concluded
that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

---

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended April 30, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Associated With Our Business

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could
fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

---

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a
smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

We have a limited operating history and as a result there is no assurance we can operate on a profitable basis.

We have a limited operating history and must be considered in the exploration stage. Our company's operations will be subject to all the risks inherent in the establishment of an exploration stage enterprise and the uncertainties arising from the
absence of a significant operating history. Potential investors should be aware of the difficulties normally encountered by 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. The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations of rock or land and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  If the results of our exploration do not reveal viable commercial mineralization, we may
decide to abandon our claims and acquire new claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is
available, we may be forced to abandon our operations. No assurance can be given that we may be able to operate on a profitable basis.

If we do not obtain additional financing, our business will fail and our investors could lose their investment.

We had cash in the amount of $14,753 and a working capital deficit of $1,169,873 as at our quarter ended April 30, 2009. We currently do not generate revenues from our operations. Our business plan calls for substantial investment and cost
in connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of the claim under lease or option is subject to our ability to obtain the financing necessary for us to fund and
carry out exploration programs on the properties. The requirements are substantial. We do not currently have any arrangements for additional financing and we can provide no assurance to investors that we will be able to find such financing if
required. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, and investor sentiment. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future funds presently available to us is through the sale of equity capital and loans. Any sale of share capital will result in dilution to existing shareholders.

Because there is no assurance that we will generate revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this quarterly report and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated in September 2004 and to date have been involved primarily
in organizational activities and limited exploration activities. Prior to our being able to generate revenues, we will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant
losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to our quarter ended April 30, 2009 was $8,017,595. We have incurred losses
for the quarter ended April 30, 2009 of $126,690. We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to
incur significant operating losses in the future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance 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 and our investors could lose their investment.

---

Because of the speculative nature of the exploration of natural resource properties, there is substantial risk that this business will fail.

There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or
unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to
insure.

Our foremost project is located in Colombia where mineral exploration activities may be affected in varying degrees by political and government regulations which could have a negative impact on our ability to continue our operations.

Certain projects in which we have interests are located in Colombia. Mineral exploration activities in Colombia may be affected in varying degrees by political instabilities and government regulations relating to the mining industry.  Any changes in
regulations or shifts in political conditions are beyond our control and may adversely affect our business.  Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export
controls, income taxes, expropriations of property, environmental legislation and mine safety. The status of Colombia as a developing country may make it more difficult for us to obtain any required financing for our projects.  The effect of all
these factors cannot be accurately predicted. Notwithstanding the progress achieved in restructuring Colombia political institutions and revitalizing its economy, the present administration, or any successor government, may not be able to sustain
the progress achieved. While the Colombian economy has experienced growth in recent years, such growth may not continue in the future at similar rates or at all. If the economy of Colombia fails to continue its growth or suffers a recession, we may
not be able to continue our operations in that country. We do not carry political risk insurance.

If we cannot compete successfully for financing and for qualified managerial and technical employees, our exploration program may suffer.

Our competition in the mining industry includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional
financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees.  If we are unable to successfully compete for financing or for qualified
employees, our exploration program may be slowed down or suspended.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Our success is also largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as mineral exploration. These individuals are in high demand and we may not be able to attract the
personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a
significant negative effect on our business.

Inability of our officers and directors to devote sufficient time to the operation of the business may limit our company's success.

Presently some of our officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers
and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited
growth and success of the business.

---

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.

Our independent certified public accounting firm, in their Notes to the audited financial statements for the year ended January 31, 2009 states that there is a substantial doubt that we will be able to continue as a going concern.

Our independent certified public accounting firm state in
  their Notes to the audited financial statements for the year ended January 31,
  2009, that we have experienced significant losses since inception. Failure to
  arrange adequate financing on acceptable terms and to achieve profitability
  would have an adverse effect on our financial position, results of operations,
  cash flows and prospects, there is a substantial doubt that we will be able
  to continue as a going concern.

We are subject to various government regulations and environmental concerns.

We are subject to various government and environmental regulations.  Permits from a variety of regulatory authorities are required for many aspects of exploration, mining operations and reclamation. We cannot predict the extent to which future
legislation and regulation could cause additional expense, capital expenditures, restrictions, and delays in the development of our U.S. or Colombian properties, including those with respect to unpatented mining claims.

Our activities are not only subject to extensive federal, state and local regulations controlling the exploration and mining of mineral properties, but also the possible effects of such activities upon the environment.  Future legislation and
regulations could cause additional expense, capital expenditures, restrictions and delays in the development of our properties, the extent of which cannot be predicted. Also, as discussed above, permits from a variety of regulatory authorities are
required for many aspects of mine operation and reclamation. In the context of environmental permitting, including the approval of reclamation plans, we must comply with known standards, existing laws and regulations that may entail greater or
lesser costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraint affecting
our properties that would preclude the economic development or operation of any specific property.

If we become more active on our properties, it is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of the our proposed operations;
costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife, and permits or bonds as may be
required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations
on any of our mineral properties.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock
exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any
of their shares.

---

Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations and FINRAs sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers
and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to
the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative
low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority  requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit
your ability to buy and sell our stock.

Other Risks

Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the non U.S. officers and directors for misconduct and may not be able to enforce judgment and civil liabilities against
our officers, directors, experts and agents.

Some of our directors and officers are nationals and/or residents of countries other than the United States, specifically Canada and Colombia, and all or a substantial portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that
might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

---

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.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit Number | Description                                                                                                                                                                                                                    
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                
|(3)            | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                 
|               |                                                                                                                                                                                                                                
|3.1            | Articles of Incorporation (incorporated by reference from
      our Form SB-2 Registration Statement, filed on March 24, 2005).                                                                                                
|               |                                                                                                                                                                                                                                
|3.2            | Bylaws (incorporated by reference from our Form SB-2
      Registration Statement, filed on March 24, 2005).                                                                                                                   
|               |                                                                                                                                                                                                                                
|3.3            | Certificate of Change (incorporated by reference from our
      Current Report on Form 8-K, filed on March 24, 2006).                                                                                                          
|               |                                                                                                                                                                                                                                
|(10)           | Material Contracts                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                
|10.1           | Purchase and Sale Agreement dated October 22, 2004
      (incorporated by reference from our Amendment No. 1 on Form SB-2/A
      Registration Statement, filed on April 28, 2005).                                            
|               |                                                                                                                                                                                                                                
|10.2           | Letter Agreement dated February 1, 2006 between our
      company and Nueva California S.A. and Primecap Resources Inc.
      (incorporated by reference from our Current Report on Form 8-K, filed on
      February 6, 2006).
|               |                                                                                                                                                                                                                                
|10.3           | Assignment Agreement dated February 28, 2006 between our
      company and Primecap Resources Inc. (incorporated by reference from our
      Current Report on Form 8-K, filed on March 10, 2006).                             
|               |                                                                                                                                                                                                                                
|10.4           | Amending Agreement dated March 15, 2006 between our
      company and Primecap Resources Inc. (incorporated by reference from our
      Current Report on Form 8-K, filed on March 20, 2006).                                  
|               |                                                                                                                                                                                                                                
|10.5           | Consulting Agreement dated April 1, 2006 between our
      company and James Sikora (incorporated by reference from our Current
      Report on Form 8-K, filed on April 20, 2006)                                             

---

|Exhibit Number | Description                                                                                                                                                                                    
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                
|10.6           | Consulting Agreement
        dated April 1, 2006 between our company and Gordon Samson (incorporated
        by reference from our Current Report on Form 8-K, filed on April 20, 2006)        
|               |                                                                                                                                                                                                
|10.7           | Amending Agreement
        Dated June 30, 2006 between our Company and Primecap Resources Inc. (incorporated
        by reference from our Current Report on Form 8-K, filed on July 14, 2006).
|               |                                                                                                                                                                                                
|10.8           | Consulting Agreement
        dated September 1, 2006 between our company and Julio De Leon                                                                                                     
|               |                                                                                                                                                                                                
|(31)           | 302 Certification                                                                                                                                                                              
|               |                                                                                                                                                                                                
|31.1*          | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of James Sikora.                                                                                                            
|               |                                                                                                                                                                                                
|31.2*          | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Julio De Leon.                                                                                                           
|               |                                                                                                                                                                                                
|(32)           | 906 Certification                                                                                                                                                                              
|               |                                                                                                                                                                                                
|32.1*          | Section 906 Certification
      under Sarbanes-Oxley Act of 2002 of James Sikora.                                                                                                              
|               |                                                                                                                                                                                                
|32.2*          | Section 906 Certification
      under Sarbanes-Oxley Act of 2002 of Julio De Leon.                                                                                                             

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

| | TAO MINERALS LTD.                                                   
| | --------------------------------------------------------------------
| |                                                                     
| |                                                                     
| |                                                                     
| |                                                                     
| | /s/
      James Sikora                                              
| | James Sikora                                                        
| | President, Chief Executive Officer and Director                     
| | (Principal Executive Officer)                                       
| | Date: June 22, 2009                                                 
| |                                                                     
| |                                                                     
| |                                                                     
| |                                                                     
| | /s/
      Julio De Leon                                             
| | Julio De Leon                                                       
| | Chief Financial Officer and Director                                
| | (Principal Financial Officer and Principal
      Accounting Officer)
| | Date: June 22, 2009                                                 

---