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UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q




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




For
the quarterly period ended April 30, 2008; or




[   ] 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 Small Business Issuer in Its Charter)




Nevada
            20-1682702(State or Other
      Jurisdiction of  Incorporation or Organization)
            (I.R.S. Employer
      Identification Number)




Officina
624, Empresarial Mall Ventura, Cra.32#1B


Sur 51,
Medellin, Columbia


(305)
726-0602


(Address and
telephone number of principal executive offices


and
principal place of business)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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.     Yes [X]     No [   ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”. “accelerated filer” and smaller
reporting company” in Rule12b-2 of the Exchange Act.








Large
      accelerated filer [ ]
            Accelerated
      filer  [ ]Non-accelerated
      filer   [  ] (Do not check if 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  [  ]  No  [X]





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
section 12,13 or 15 of the Exchange Act after distribution of securities under a
plan confirmed by a
court         [   ]




APPLICABLE
ONLY TO CORPORATE ISSUERS




As of May
18, 2008, there were 58,556,909shares of the issuer’s common stock and outstanding, par value
$0.001.




Transitional
Small Business Disclosure Format (Check
one):     Yes [   ]     No [X]










INDEX
 
 PART
1.                      FINANCIAL
INFORMATION




Item
      1.
                Financial
      Statements
                3Balance
      Sheets as of April 30, 2008
                F-1Statements
      of Operations for the three months ended April 30, 2008 and 2007, and for
      the period from September 23, 2004 (Date of inception) to April 30,
      2008
                F-2Statements
      of Cash Flows for the three months ended April 30, 2008 and 2007, and for
      the period September 23, 2004 (Date of inception) to April 30,
      2008
                F-3Notes
      to Financial Statements
                F-4Item
      2
                Management
      Discussion and Analysis
                4Item
      3
                Controls
      and Procedures
                12PART
      II.
                OTHER
      INFORMATION
                13Item
      1
                Legal
      Proceedings
                13Item
      2
                Changes
      in Securities
                13Item
      3
                Defaults
      Upon Senior Securities
                13Item
      4
                Submission
      of Matters to a Vote of Security Holders
                13Item
      5
                Other
      Information
                13Item
      6
                Exhibits
      and Reports on Form 8K
                14SIGNATURES
                15




2





TAO
MINERALS LTD.


(An
Exploration Stage Company)





Unaudited
Financial Statements










Index
            Page
      NumberBalance
      Sheet
            F-1Statements of
      Operations
            F-2Statements of Cash
      Flows
            F-3Notes
      to  Financial Statements
            F-4




3







TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Balance
Sheet
 (Unaudited)April
      30, 2008
              
              
              January
      31, 2008ASSETSCurrentCash
              
              $
              17,277
              
              
              $
              1,563Prepaids
              
              
              12,500
              
              
              
              9,500Total
      current assets
              
              
              29,777
              
              
              
              11,063Mineral
      PropertiesMineral
      Rights, net
              
              
              350,000
              
              
              
              350,000Total
      Mineral Properties
              
              
              350,000
              
              
              
              350,000Total
      assets
              
              $
              379,777
              
              
              $
              361,063LIABILITIESCurrentAccounts
      payable and accrued expenses
              
              $
              134,110
              
              
              $
              178,145Due
      to a related party
              
              
              100,000
              
              
              
              100,000Stock
      issuance liability
              
              
              712,100
              
              
              
              712,100Derivative liability
              
              
              113,772
              
              
              
              -Total
      current liabilities
              
              
              1,059,982
              
              
              
              990,245Note
      payable long term
              
              
              457Total
      Liabilities
              
              
              1,060,439
              
              
              
              990,245STOCKHOLDERS’
      DEFICITShare
      capitalAuthorized:Preferred stock $0.001 par value 1,000,000 shares
    authorizedNone
      issued, allotted and outstanding:
              
              
              -
              
              
              
              -Common stock $0.001
      par value, 552,000,000 shares authorizedIssued, and
      outstanding:58,556,909 and 57,106 , 909 shares of common stock at April 30, 2008 and
      January 31, 2008, respectively
              
              
              58,558
              
              
              
              57,106Additional
      paid-in capital
              
              
              733,739
              
              
              
              655,441Deficit
      accumulated during exploration stage
              
              
              (1,472,959
              )
              
              
              (1,341,729
              )Total
      stockholders’ deficit
              
              
              (680,662
              )
              
              
              (629,182
              )Total
      liabilities and stockholders’ equity
              
              $
              379,777
              
              
              $
              361,063
  The
accompanying notes are an integral part of these financial
statements.
  F-1
 
 TAO MINERALS LTD.
 (An
Exploration Stage Company)
 Statements
of Operations
 (Unaudited)
 
 From
      Inception Date of September 23, 2004 to Period Ended April 30,
      2008
              
              
              For
      the three Months ended April
      30, 2008
              
              
              For
      the three Months
      ended April
      30, 2007OPERATING
      EXPENSESExploration
      expenses
              
              $
              122,650
              
              
              $
              -
              
              
              $
              -Professional
      fees
              
              
              204,098
              
              
              
              300
              
              
              
              7,175Directors
      Fees
              
              
              120,000
              
              
              
              -
              
              
              
              -Consulting
      fees
              
              
              655,850
              
              
              
              48,000
              
              
              
              39,000Legal
              
              
              245,262
              
              
              
              66,815
              
              
              
              -General
      and administrative
              
              
              58,225
              
              
              
              1,886
              
              
              
              550Total
      Operating Expenses
              
              
              1,406,085
              
              
              
              117,001
              
              
              
              46,725LOSS
      FROM OPERATIONS
              
              
              (1,406,085
              )
              
              
              (117,001
              )
              
              
              (46,725
              )OTHER
      EXPENSE, NETInterest
      expense
              
              
              (457
              )
              
              
              (457
              )
              
              
              -Derivative
      charge
              
              
              (13,772
              )
              
              
              (13,772
              )
              
              
              -Foreign
      currency translation gain
              
              
              1,531
              
              
              
              -
              
              
              
              -Net
      Loss for the Period
              
              $
              (1,418,783
              )
              
              $
              (131,230
              )
              
              $
              (46,725
              )LOSS
      PER SHARE – BASIC AND FULLY DILUTED
              
              
              $
              0.00
              
              
              $
              0.00WEIGHTED
      AVERAGE NUMBER OF ISSUED SHARES BASIC and FULLY DILUTED
              
              
              
              57,253,538
              
              
              
              51,816,000
 The accompanying notes are an
integral part of these financial statements.
 
 F-2
  TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 
 From
      Inception Date of September 23, 2004 to April 30, 2008
              
              
              For
      the Three Months ended April 30, 2008
              
              
              For
      the Three Months ended April 30, 2007Cash
      Provided by (Used for) Operating ActivitiesNet  loss
      for the period
              
              $
              (1,418,783
              )
              
              $
              (131,230
              )
              
              $
              (46,725
              )Issuance
      of common stock for services
              
              
              682,386
              
              
              
              79,750Changes
      in non-cash working capital items
              
              
              
              
              
              
              
              
              
              
              -Accounts
      payable and accrued liabilities
              
              
              340,864
              
              
              
              70,194
              
              
              
              9,570Prepaid
      expenses
              
              
              (12,500
              )
              
              
              (3,000
              )
              
              
              8,000Deferred
      Charges
              
              
              (100,000
              )
              
              
              (100,000
              )
              
              
              -Cash
      used by operations
              
              
              (508,033
              )
              
              
              (84,286
              )
              
              
              (29,155
              )Investing
      ActivitiesPurchase
      of mineral rights
              
              
              (250,000
              )
              
              
              -
              
              
              
              -Cash
      used by investing activities
              
              
              (250,000
              )
              
              
              -
              
              
              
              -Financing
      ActivitiesIssuance
      of debt
              
              
              720,000
              
              
              
              100,000
              
              
              
              -Issuance
      of common stock for cash
              
              
              55,310
              
              
              
              -
              
              
              
              -Cash
      provided by financing activities
              
              
              775,310
              
              
              
              100,000
              
              
              
              -Cash
      Increase (Decrease) During the Period
              
              
              17,277
              
              
              
              15,714
              
              
              
              (29,155
              )Cash,
      Beginning of Period
              
              
              -
              
              
              
              1
      ,563
              
              
              
              43,444Cash
      and Equivalent, End of Period
              
              $
              17,277
              
              
              $
              17,277
              
              
              $
              14,289
  During
the quarters ended April 30, 2008 and 2007 the Company did not pay any cash for
interest or taxes.
   The
accompanying notes are an integral part of these financial
statements.
 F-3





TAO
MINERALS LTD


(An
Exploration Stage Company)


Notes to
Financial Statements


For the
period ended April 30, 2008










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.





As
reflected in the accompanying financial statements, the Company is in the
exploration stage and has a cumulative negative cash flows from operations of
$508,033since inception and losses of $131,230 for the three month period ended
April 30, 2008.  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, 2008 and 2007, and for
the period from September 23, 2004 (inception) to April 30, 2008, together with
the balance sheet as of April 30, 2008 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, 2008 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-KSB for the year ended January 31, 2008.





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, 2008.


2.
              Notes
      Payable


On April
4, 2008 the Company entered into a Securities Purchase Agreement for the sale of
10% convertible notes for an aggregate principal amount of $1,000,000 On April 9
$125,000 was advanced and the second instalment of $875,000 will be advanced 5
days of the effectiveness of a registration statement with the SEC (see 8-k
filed on 4/4/08). The notes are convertible at a price of 50% of the weighted
average  price of the stock for the preceding 5 days prior to
conversion. The Company is obligated to file a registration statement within 45
days following the closing.




On April
4, 2008 the $620,000 note payable was transferred to a new party which the
Company entered into an agreement enabling the new creditor to convert the
principal outstanding amount of the note at a price equal to 30% of the lowest
closing bid price for the five previous dates prior to conversion.




3.
            Common
      Stock




In April
the Company issued 1,450,000 shares of common stock at $.055 for a value of
$79,750 for legal costs.




4.
            Subsequent
      Events






On June 2008 the Company entered into
a $500,000 8% convertible note which is due on July 31, 2008. The note is
convertible at 50% of the closing bid price on the conversion date. As of June
21 the Company has received $150,000.







F-4




Item
2.                 Management’s
Discussion and Analysis and Plan of Operation.




FORWARD-LOOKING
STATEMENTS





This
quarterly report contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. 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, including the risks in the section
entitled “Risk 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
financial statements are stated in United States dollars 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.





In this
quarterly report, unless otherwise specified, all references to “common shares”
refer to the common shares in our capital stock and the terms “we”, “us” and
“our” mean Tao Mining Ltd.




Overview




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.




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.




4




Our
mineral resource properties consist of exploration claims located in Columbia
(“Risaldo La Golondrina D14-082 mineral property located in Narino, 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.




PLAN OF
OPERATIONS AND CASH REQUIREMENTS




We are an
exploration stage company that has not yet generated or realized any revenues
from our business operations. We have concentrated our recent exploration
efforts on the La Golondrina Property in Columbia and we intend to focus
primarily on this property over the nine month period ending January 31,
2009.




There is
no assurance that a commercially viable mineral deposit exists on any of our
properties, including the La Golondrina Property, or that we will be able to
identify any mineral resource on any of these properties that can be developed
profitably. Even if we do discover commercially exploitable levels of mineral
resources on any of our properties there can be no assurance that we will be
able to enter into commercial production of our mineral properties:




Golondria Gold-Silver
Project




Acquisition, Location and
Access




On
February 1, 2006 we executed a letter agreement with Primecap Resources and
Nueva California S.A., concerning the acquisition of an interest in the
Risaraldo La Golondrina D14-082 property located in Narino,
Colombia.




On March
5, 2006, we entered into an Assignment Agreement dated effective February 28,
2006 (the “Definitive Agreement”), with Primecap Resources Inc., of Las Vegas,
Nevada, (Primecap), concerning the acquisition of Primecap’s option (the
“Option”), to acquire a 100% interest in the Risaldo La Golondrina D14-082
mineral property located in Narino, Colombia (the “Property”). Primecap had been
granted the Option by Nueva California S.A., of Medellin, Colombia, pursuant to
the terms and conditions of a Heads of Agreement dated August 23, 2004 (the
“HOA”).




The
Definitive Agreement provides for the assignment of the Option for the following
consideration:


1.
            Payment
      of US$150,000, payable on or before March 15, 2006 and upon execution of
      the Definitive Agreement; and2.
            The
      issuance of 2,500,000 common shares in the capital stock of the company,
      subject to applicable trading restrictions, to Nueva California which will
      be issued either contemporaneous with the payment of US$150,000 or within
      14 days of the execution of a Definitive Agreement, whichever is the
      earlier.3.
            The
      issuance of 600,000 shares of common stock as follows:
              300,000
      as of August 23,2006 and 300,000 shares as of August 23,
    2007.




In
addition, we will assume Primecap’s financial obligations under the
HOA.




On March
15, 2006, we entered into an amending agreement (the “Amending Agreement”) which
agreement amended certain terms of the Definitive Agreement. The Amending
Agreement provides for an extension to the payment terms such that the $150,000
payment time of March 15, 2006 was extended to April 15, 2006. The payment was
made on April 10, 2006. On April 21, 2006 we issued 2,500,000 common shares to
Nueva California SA pursuant to the terms of the Definitive
Agreement.




On May 9,
2008 we entered into a second amending agreement which agreement amended certain
terms of the Definitive Agreement. The second agreement modifies payments of
$280,000 which would have to been made from August 23, 2005 through August 23,
2009 to two payments of $100,000 each on or before July 1, 2006 and on or before
August 1, 2008. The first payment of $100,000 has been made. As of May 9, 2008
the company has not issued the 600,000 shares of common stock and has not
received any notice of default from non issuance.




5




The
property is located within a mixture of small-scale mining and small-scale
agricultural lands. Limited accommodations and supplies are available in
Sotomayor, while Pasto acts as the main supply centre. The property is
accessible from Sotomayor by a one-lane gravel road for the first four
kilometres and then by a 1 kilometre ATV trail. Access to Sotomayor is from
Pasto by a secondary gravel road, with travel time estimated to be 4 hrs.
Transportation to Sotomayor is available in Pasto. The gravel roads are suitable
for movement of heavy equipment.




ESTIMATED BUDGET, PHASE 1
PROGRAM


Chronological
Schedule





WeeksItem
            Labour
            1
            2
            3
            4
            5
            6
            7
            8
            9
            101
            Historical
      data
            X2
            Environmental
      Review
            
            X
            
            X
            
            X3
            Regional
      Geological Mapping
            
            
            X4
            Stream
      Sediment Geochemistry
            
            
            
            X5
            Detailed
      Geological Mapping
            
            
            
            
            X
            X
            X6
            Underground
      Sampling
            
            
            
            
            
            X
            X7
            Soil
      Geochemistry
            
            
            
            X8
            Trench
      Sampling
            
            
            
            
            
            
            
            X9
            Rock
      Sampling (Prospecting)
            
            
            X10
            Sample
      Preparation/Analysis
            
            
            
            X
            
            
            X
            X
            X11
            Report
            
            
            
            
            
            
            
            
            
            X





Expense
Schedule






ITEM
            
            #
            Cost/wk
            #
      Wks
            $US/day
            Total
      $US
            Comments1
            Senior
      Geologist
            1
            $1400
            6
            $200
            $84002
            Junior
      Geologist
            2
            $875
            6
            $125
            $105003
            Labourers
            6
            $140
            6
            $7
            $50404
            Stream
      sample Analysis
            50
            
            
            $20/sample
            $1000
            ICP+AuFA5
            Soil
      sample analysis
            50
            
            
            $20/sample
            $1000
            ICP+AuFA6
            Underground
      sample analysis
            200
            
            
            $20/sample
            $4000
            ICP+AuFA7
            Trenching/backhoe
            1
            $1500
            1
            $45/hr
            $1500
            RetroCAT1008
            Food
            9
            $180
            6
            $20
            $97209
            Transportation
            1
            $400
            6
            
            $2400
            Campero
      4X410
            Accommodation
            9
            $35
            6
            $5
            $189011
            OfficeManagement-local
            1
            $1000
            3
            
            $100012
            Administration-Medellin
            1
            $1000
            12
            $4000/mo
            $6000TOTAL
            
            
            
            
            $52,450













6




The
proposed program is exploratory in nature as there are no proven reserves
currently.




Point
            North
            EastP.A.
            662.810
            949.7001
            662.003
            949.629.42
            662.003
            949.629.43
            661.003
            948.429.44
            662.003
            948.429.4




The above
represents the longitude and latitude of the property representing 120 hectares.
We have obtained a 30 year concession from under concession number 6927 from the
department of Agrominas De Colombia LTDA. Our property is located in the
municipality of Los Andes Sotomayor. We currently are in the process of
exploration and do not have any production facilities.




History




Historically
gold has been mined in the country since pre-Columbian times. Exploration of the
Sierra Nevada de Santa Marta area, along the north coast of the country, was
conducted by Alonso de Ojeda, one of the companions of Columbus. His work
revealed the large amounts of precious metals held by the local Indians and led
to the rapid Spanish colonization of the west coast and interior of South
America. Much of Colombia was thus conquered and a number of towns established
by 1539. Pasto was founded in 1537. From that time the population has spread out
along the major river valleys, searching for land to cultivate and precious
metals to mine, eventually reaching the valleys of tributaries of the Rio
Pacual, where the town of Sotomayor was established. There are no government
records of historical mining activity in the area of the Golondrina
property




The
Golondrina property was acquired by Colombian mining company Barro Blanco S.A
Barro Blanco S.A. also acquired the Nueva Esparta property which lies
approximately 4 kilometres to the east. Several other properties exist in the
area of these two properties. Latingold optioned several properties from Barro
Blanco S.A. and carried out exploration on those properties. This work included
surface and underground mapping and sampling, as well as a Lithium-Bismuth
surface geochemical survey. In 1998 Latingold abandoned its option.




Property
Geology




The
Golondrina Gold-Silver property is underlain by Dagua Group fine-grained layered
quartzites (siliceous clastic sediments) of Cretaceous age. These contain minor
basalt flows and diabase dikes of the same age. Intruded into these sediments is
a small (2 km X 0.5 km) biotite-hornblende tonalite body of Tertiary age. It is
associated with the larger Vergel STock, which is found 7 kilometers to the
northwest. The intrusion has a 100 meter wide hornfelsed contact aureole against
the sediments.




Mineralization
on the Golondrina Project is confined to milky white quartz veins which contain
disseminated sulphides. These sulphides include pyrite, chalcopyrite (copper)
and galena (lead). Vein widths range between 5 and 50 centimeters.




We have
not found any other mineral properties either for staking or purchasing but will
seek other mineral properties during the next year so to diversify our holdings.
Any staking and/or purchasing of mineral properties may involve the issuance of
substantial blocks of our shares. We have no intentions of purchasing for cash
or other considerations any mineral properties from our officers and/or
directors.




7




Financial
Condition, Liquidity and Capital Resources




Our
principal capital resources have been through the issuance of common stock,
although we may use shareholder loans, advances from related parties, or
borrowing in the future.




At April
30, 2008, we had working capital deficit of ($1,030,205), compared to a working
capital deficit of ($798,118) as at April 30, 2007.




At April
30, 2008, our total current assets were $29,777 which consisted of cash and
prepaid expenses, compared to total current assets of $23,789  as at
April 30, 2007.




At April
30, 2008, our total current liabilities were $1,059,982 including $620,000 from
a financing received without issuing common stock, compared to total current
liabilities of $821,908 as at April 30, 2007.




For the
three month period ended April 30, 2008, we posted losses of $131,230 compared
to $46,725 for the three months ended April 30, 2007 and $1,418,783 since
incorporation.




At April
30, 2008, we had cash on hand of $17,277compared to $14,289 as at April 30,
2007.




Cash
Requirements




We will
require additional funds to implement our growth strategy in exploration
operations.  These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares.  There is still no assurance that we will be
able to maintain operations at a level sufficient for an investor to obtain a
return on his investment in our common stock.  Further, we may
continue to be unprofitable.




On April
4, 2008, the Company amended it’s $620,000 note to provide the holder with a
conversion privilege. The amendment calls for conversion of the note at the
average of the lowest closing bid price of the Company’s stock for the previous
five days prior to conversion at a 30% conversion price.




Going
Concern




Due to
our being an exploration stage company and not having generated revenues, in
their Notes to our financial statements for the year ended January 31, 2008, our
independent auditors included an explanatory paragraph regarding concerns about
our ability to continue as a going concern.




We have
historically incurred losses, and through April 30, 2008 have incurred losses of
$1,418,783 from our inception. Because of these historical losses, we will
require additional working capital to develop our business operations. We intend
to raise additional working capital through private placements, public
offerings, bank financing and/or advances from related parties or shareholder
loans.




The
continuation of our business is dependent upon obtaining further financing and
achieving a break even or profitable level of operations. The issuance of
additional equity securities by us could result in a significant dilution in the
equity interests of our current or future stockholders. Obtaining commercial
loans, assuming those loans would be available, will increase our liabilities
and future cash commitments.




There are
no assurances that we will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placements, public offerings and/or
bank financing necessary to support our working capital requirements. To the
extent that funds generated from operations and any private placements, public
offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available we may not increase our
operations.




These
conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.




8




Risks
Associated With Our Business




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 $17,277 and working capital deficit of $1,030,205 as of
the period ended April 30, 2008. 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 annual 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 year ended January 31, 2008 was
$1,287,553. We have incurred additional losses for the three month period ended
April 30, 2008 of $131,230. 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.




9




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.




There
are no known reserves of minerals on our mineral claims and we cannot guarantee
that we will find any commercial quantities of minerals.




We have
not found mineral reserves on our claims and there can be no assurance that any
of the mineral claims we are exploring contain commercial quantities of any
minerals.  Even if we identify commercial quantities of minerals in
any of our claims, there can be no assurance that we will be able to exploit the
reserves or, if we are able to exploit them, that we will do so on a profitable
basis.




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.




10




Our
independent certified public accounting firm, in their Notes to the audited
financial statements for the year ended January 31, 2006 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, 2008, 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 National
Association of Securities Dealers.  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 the shares.




11




Our
stock is a penny stock.  Trading of our stock may be restricted by the
SEC’s penny stock regulations and the NADSD’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 NASD 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 NASD
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers.  The NASD
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
3.                 Disclosure
Controls and Procedures




As
required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company’s
disclosure controls and procedures as of the end of the period covered by this
quarterly report, April 30, 2008. This evaluation was carried out under the
supervision and with the participation of our company’s management, including
our company’s president and chief executive officer. Based upon that evaluation,
our company’s president and chief executive officer concluded that our company’s
disclosure controls and procedures are effective as at the end of the prior
fiscal quarter. There have been no significant changes in our company’s internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.




12




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our company’s reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our company’s reports filed under the Exchange Act
is accumulated and communicated to management, including our company’s president
and chief executive officer as appropriate, to allow timely decisions regarding
required disclosure




PART
II - OTHER INFORMATION




Item
1.   Legal Proceedings.




We know
of no material, active 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
2.   Unregistered Sales of Equity Securities and Use of
Proceeds.




On
February 1, 2006 we entered into an agreement with Primecap Resources Inc. and
Nueva California S.A. concerning the acquisition of an interest in the Risaraldo
La Golondrina D14-082 property located in Narino, Colombia.  On March
5, 2006, we entered into an Assignment Agreement dated effective February 28,
2006 (the “Definitive Agreement”), with Primecap Resources Inc., of Las Vegas,
Nevada, (Primecap), concerning the acquisition of Primecap’s option (the
“Option”), to acquire a 100% interest in the Risaldo La Golondrina D14-082
mineral property located in Narino, Colombia (the “Property”). Primecap had been
granted the Option by Nueva California S.A., of Medellin, Colombia, pursuant to
the terms and conditions of a Heads of Agreement dated August 23, 2004 (the
“HOA”).




Pursuant
to the terms of the Definitive Agreement, we issued 2,500,000 shares of our
capital stock to Nueva California.  In issuing the shares, we relied
on the exemption from registration requirements of the United States Securities
Act of 1933, as amended, provided by Regulation S promulgated
thereunder.




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.




Item
3. Defaults Upon Senior Securities.




None.




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




None.




Item
5. Other Information.




None




13




Item
6. Exhibits.




Exhibits
required by Item 601 of Regulation S-B




Exhibit
      Number
            Description(3)
            (i)
      Articles of Incorporation; and (ii) Bylaws3.1
            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
      Contracts10.1
            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)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
      Certification31.1*
            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
      Certification32.1*
            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





14






SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




TAO MINERALS
    INC.6/23/08
              By:
              /s/ James
      SikoraPresident
      and DirectorPrincipal
      Executive Officer


6/23/08
              By:
              /s/ Julio
      De LeonChief
      Financial Officer and DirectorPrincipal
      Financial Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




6/23/08
              By:
              /s/ James
      SikoraPresident
      and DirectorPrincipal
      Executive Officer




6/23/08
              By:
              /s/ Julio
      De LeonChief
      Financial Officer and DirectorPrincipal
      Accounting Officer






15