UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB
  (Mark
One)
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
fiscal year ended   January
31, 2008
 
 [
              ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the transition period from ______ to  __________
 
 Commission file number:  
000-4995
 
 TAO
      MINERALS LTD.(Name
      of small business issuer in its
charter)
  Nevada
              
              20-1682702(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)
  Officina
      624, Empresarial Mall Ventura, Cra.32#1B
                Sur
      51, Medellin, Columbia
              
              N/A(Address
      of principal executive offices)
              
              (Zip
      Code)
  Issuer's
telephone number   (305)
726-0602
  Securities
registered pursuant to Section 12(b) of the Act:
 Title
      of each class
                Nil
              
              Name
      of each exchange on which registered
                Nil
  Securities
registered pursuant to Section 12(g) of the Act:
 Common
      Shares, par value $0.001(Title
      of class)
  Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act o
  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 [ 
      ]
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
  
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12-b-2 of the Exchange
Act ). Yes x
   No [ ]
  State
issuer's revenues for its most recent fiscal year.   $0
  
 State the
aggregate market value of the common stock held by non-affiliates of the
Registrant: $2,920,700 as of April 21, 2008based on the average bid and asked
price of $0.058 per share as of April 21, 2008.
 
 State the
number of shares outstanding of each of the registrant's classes of common
equity, as of the latest practicable date: 57,106,909 shares issued and
outstanding as of May 14, 2008.
  DOCUMENTS
INCORPORATED BY REFERENCE
  None.
  1
 INDEX
   PART
      IItem
      1.
                  Description
      of Business.Item
      2.
                  Description
      of Property.Item
      3.
                  Legal
      Proceedings.Item
      4.
                  Submission
      of Matters to a Vote of Security Holders.PART
      IIItem
      5.
                  Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of  Equity Securities.Item
      6.
                  Managements’
      Discussion and Analysis or Plan of Operation.Item
      7.
                  Financial
      Statements.Item
      8.
                  Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.Item
      8A.
                  Controls
      and Procedures.Item
      8B.
                  Other
      Information.PART
      IIIItem
      9.
                  Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act.Item
      10.
                  Executive
      Compensation.Item
      11.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.Item
      12.
                  Certain
      Relationships and Related Transactions, and Director
      Independence.Item
      13.
                  Exhibits.Item
      14.
                  Principal
      Accounting Fees and Services.SIGNATURES
 
  2
 
 
 
    PART
I
  
 Item
      1.
              Description
      of Business.
  This
annual report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. 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 (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.
  In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common shares" refer to the common
shares in our capital stock.
  As used
in this annual report, the terms "we", "us", "our", and "Tao" mean Tao Minerals
Ltd., unless the context clearly requires otherwise.
  Corporate
Overview
  The
address of our principal executive office is Officina 618, Empresarial Mall
Ventura, Cra.32 #1B Sur 51, Medellin, Columbia. Our telephone numbers are (305)
726-0602 and 011-574-311-0720.
  Our
common stock is quoted on the OTC Bulletin Board under the symbol
"TAOL".
  Corporate
History
  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.
  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 Golondria Gold-Silver Project.
  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.
  Our Current
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.
    3
  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.
     Employees
  As of
January 31, 2008, we had no employees other than our directors and
officers.
  We also
engage contractors from time to time to supply work on specific corporate
business and exploration programs.
  Consultants
are retained on the basis of ability and experience. Except as set forth above,
there is no preliminary agreement or understanding existing or under
contemplation by us (or any person acting on our behalf) concerning any aspect
of our operations pursuant to which any person would be hired, compensated or
paid a finder’s fee.
  Competition
  There is
aggressive competition within the mineral industry to discover and acquire
properties considered to have commercial potential. We compete for the
opportunity to participate in promising exploration projects with other
entities, many of which have greater resources than us. In addition, we compete
with others in efforts to obtain financing to explore and develop mineral
properties.
  Compliance
with Government Regulation
  We are
committed to complying and, to our knowledge, are in compliance with all
governmental and environmental regulations. Permits from a variety of regulatory
authorities are required for many aspects of mine operation and reclamation. We
do not currently own or operate any mines and are not required to comply with
the requirements of these regulatory authorities. We cannot predict the extent
to which these requirements will affect our company or our property if we
identify the existence of minerals in commercially exploitable quantities. In
addition, future legislation and regulation could cause additional expense,
capital expenditures, restrictions, and delays in the exploration of our
property.
  We are
prepared to engage professionals, if necessary, to ensure regulatory compliance
but in the near term expect our activities to require minimal regulatory
oversight. If we expand the scope of our activities in the future it is
reasonable to expect expenditures on compliance to rise.
  Intellectual
Property
  We do not
own, either legally or beneficially, any patent or trademark.
  4
   RISK
FACTORS
  Much of
the information included in this annual 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. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
  Such
estimates, projections or other “forward-looking statements” involve various
risks and uncertainties as outlined below. We caution readers of this
transitional annual report 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”. In evaluating us, our
business and any investment in our business, readers should carefully consider
the following factors.
  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 $1,563 and working capital deficit of $979,182 as of our
year ended January 31, 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 is $1,341,729. 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.
   5
  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 any 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
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, 2008 states that there is a
substantial doubt that we will be able to continue as a going
concern.
  Our
independent certified public accounting firm, Larry Wolfe/Certified Public
Accountant, stated 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.
  
 6
  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.
  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.
   7
  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.
              Description
      of Property.
  Executive
Offices
  Our
principal offices are located at Officina 618, Empresarial Mall Ventura,
Cra.32#1B Sur 51, Medellin, Columbia. Our telephone number at our principal
office is 011-574-311-0720. Our office is donated rent free by our President. We
believe that our office space and facilities are sufficient to meet our present
needs and do not anticipate any difficulty securing alternative or additional
space, as needed, on terms acceptable to us.
  Mineral
Properties
  There is
no assurance that a commercially viable mineral deposit exists on our
properties, or that we will be able to identify any mineral resource on our
properties that can be developed profitably. Even if we do discover commercially
exploitable levels of mineral resources on 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.
    8
  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.
  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
 
  The
proposed program is exploratory in nature as there are no proven reserves
currently.
   9
      
  
 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.
     10
  
 Item
      3.
              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
      4.
              Submissions
      of Matters to a Vote of Security
Holders.
  None.
  PART
II
  
 Item
      5.
              Market
      for Common Equity and Related Stockholder
  Matters.
  Our
Common stock is quoted on the OTC Bulletin Board under the Symbol "TAOL". We
received approval on November 22, 2005 for trading under the symbol “TAOM”. On
March 24, 2006 our symbol was changed to “TAOL” in connection with our forward
stock split.
  The
following table reflects the high and low bid information for our common stock
obtained from Yahoo! Finance and reflects inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions.
  The high
and low bid prices of our common stock for the periods indicated below are as
follows:
  
 
 National
      Association of Securities Dealers
                OTC
      Bulletin BoardQuarter
      Ended (1)
              High
              LowJanuary
      31, 2008
              $.14
              $.05October
      31, 2007
              $.22
              $.08July
      31, 2007
              $.25
              $.085April
      30, 2007
              $.11
              $.061January
      31, 2007
              $.15
              $.105October
      31, 2006
              $.95
              $.73July
      31, 2006
              $2.16
              $.75April
      30, 2006
              $1.52
              $.29
  (1) Our
common stock received approval for quotation on November 22, 2005. The first
trade occurred March 16, 2006.
  On April
21, 2008, the closing price for the common stock as reported by the quotation
service operated by the OTC Bulletin Board was $.058.
  As of
April 21, 2008, there were 53 holders of record of our common stock based on our
review of the transfer agent report as of year   end holders. As
of such date, 57,106,909 common shares were issued and outstanding.
  Our
common shares are issued in registered form. Empire Stock Transfer Inc., 7251
West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128-8351 (Telephone:
775.562.4091; Facsimile: 775.974.1444) is the registrar and transfer agent for
our common shares.
  Dividend Policy
  We have
not paid any cash dividends on our common stock and have no present intention of
paying any dividends on the shares of our common stock. Our current policy is to
retain earnings, if any, for use in our operations and in the development of our
business. Our future dividend policy will be determined from time to time by our
board of directors.
  Recent
Sales of Unregistered Securities
  During
the year ended January 31, 2008, we issued 100,000 shares of common stock which
were not registered under the Securities Act of 1933. We issued and registered
4,000,000 shares and 1,190,909 shares of common stock to consultants and
attorneys under two S-8 plans on September 24, 2007 and April 18, 2008,
respectively.
  On April
4, 2008, we entered into a Securities Purchase Agreement with Outboard
Investments Ltd. for the sale of 10% convertible notes (the “Notes”) in the
aggregate principal amount of $1,000,000 (the “Purchase Price”) of which
$125,000 was advanced on April 9, 2008. The second installment of $875,000 will
be advanced within 5 days of the effectiveness of a registration statement filed
with the SEC which includes the shares of Common Stock of the Company into which
the Notes are convertible. The Notes bear interest of 10% per annum and mature
on April 4, 2011. The Notes are convertible into shares of the Company’s common
stock at a price equal to 50% percent of the of the average of the volume
weighted average price of the shares of the Company’s common Stock during the
five trading days immediately preceding a conversion date.
   11
  The Notes
were issued pursuant to Rule 506 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the
Act.
  Equity
Compensation Plan Information
  We
currently do not have an equity compensation plan.
  
 Item
      6.
              Plan
      of Operation.
  Overview
  You
should read the following discussion of our financial condition and results of
operations together with the consolidated audited financial statements and the
notes to consolidated audited financial statements included elsewhere in this
filing prepared in accordance with accounting principles generally accepted in
the United States. This discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those anticipated in these forward-looking
statements.
  Plan
of Operations
  We are an
exploration stage company that has not yet generated or realized any revenues
from our business operations.
  We are an
exploration company and we will be structuring our acquisitions of mineral
rights so that individual properties can be optioned for exploration and
subsequently acquired at reasonable cost if justified by exploration results.
Properties which we determine do not warrant further exploration or development
expenditures are divested, typically without further financial obligation to us.
Although we believe that our exploration properties may contain significant
mineralization, our analysis of most of these properties is at a preliminary
stage and some or all of the properties may not advance to a development stage.
The activities performed to date at these properties often have involved the
analysis of data from previous exploration efforts by others, supplemented by
our own exploration programs
  There is
no assurance that a commercially viable mineral deposit exists on any of our
properties, 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,
which is unlikely, there can be no assurance that we will be able to enter into
commercial production of our mineral properties.
  Purchase
of Significant Equipment
  We do not
anticipate the purchase or sale of any plant or significant equipment during the
next twelve-month period.
  Personnel
Plan
  We do not
anticipate any significant changes in the number of employees during the next
twelve-month period.
  Off-Balance
Sheet Arrangements
  There are
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 investors.
  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
January 31, 2008, we had working capital deficit of $979,182, compared to
working capital deficit of $751,394 as at January 31, 2007. This was primarily
due to increases in payables to consultants.
  At
January 31, 2008, our total current assets were $11,063, which consisted of cash
and prepaid expenses compared to total current assets of $60,944 at January 31,
2007. The primary reason for the decrease was due to the payment of
payables.
  At
January 31, 2008, our total current liabilities were $990,245, compared to total
current liabilities of $812,338 as at January 31, 2007.  The increase
was primarily due to increase in accounts payables.
  For the
year ended January 31, 2008, we posted losses of $833,424 compared to $399,636
at January 31, 2007 and to $1,341,729 since incorporation. The principal
components of the loss for the year ended January 31, 2008 were professional
fees, exploration costs and expenses, consulting fees, and general and
administrative.
  At
January 31, 2008, we had cash on hand of $1,563compared to $43,444 as at January
31, 2007.  The change is preliminarily attributable to payments of
accounts payable.
     12
 
  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.
  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 January 31, 2008  have
incurred cumulative losses of $1,341,729 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.
  APPLICATION
OF CRITICAL ACCOUNTING POLICIES
  Our
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 financial statements
is critical to an understanding of our financials.
  In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
  General and Administration
Expenses
  General
and Administration expenses are written off to operations when
incurred.
   13
  Translation of Foreign
Currency
  The
functional currency and the reporting currency is the United States Dollar.
Monetary assets and liabilities are translated at the current rate of exchange.
The weighted average exchange rate for the period is used to translate revenue,
expenses, and gains or losses from the functional currency to the reporting
currency.
  The gain
or loss on translation is reported as a separate component of stockholders'
equity and is not recognized in net income. Gains or losses on re-measurement
are recognized in current net income. Gains or losses from foreign currency
transactions are recognized in current net income.
  Fixed
assets are measured at historical exchange rates that existed at the time of the
transaction. Depreciation is measured at historical exchange rates that existed
at the time the underlying fixed asset was acquired. Capital accounts are
translated at their historical exchange rates when the capital stock is
issued.
  The
effect of exchange rate changes on cash balances is reported in the statement of
cash flows as a separate part of the reconciliation of change in cash and cash
equivalents during the year.
  Mining Properties and
Exploration Costs
  Exploration
costs and costs of acquiring mineral properties are charged to operations in the
year in which they are incurred, except where these costs relate to specific
properties for which economically recoverable resources are estimated to exist,
in which case they are capitalized.
  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 Cost
  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.
  Environment Remedial
Liability
  SOP 96-1
provides accounting guidance for environmental remedial liabilities. The Company
does not own any properties that are subject to environmental remedial
liabilities, and accordingly, management is not aware of any known environmental
remedial liabilities as at May 1, 2008.
  Recently
Issued Accounting Standards
  In May
2005, the FASB issued Statement of Financial Accounting Standard No. 154 ("FAS
154"), "Accounting Changes and Error Corrections" – a replacement of APB No. 20,
"Accounting Changes" and FAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements". FAS 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. APB Opinion 20 previously
required that most voluntary changes in accounting principle to be recognized by
including in the net income of the period of the change the cumulative effect of
changing to the new accounting principle. FAS 154 requires retrospective
application to prior periods' financial statements of a voluntary change in
accounting principle unless it is impracticable. FAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. We estimate that the adoption of FAS 154 will not have
a significant impact on our results of operations, financial condition and
liquidity.
  On
December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123 (revised 2004) "Share-Based Payment" ("123(R)"), which in
revision of FASB Statement No. 123, "Accounting For Stock-Based Compensation".
Statement 123(R) supersedes APB Opinion No. 25, "Accounting For Stock Issued To
Employees", and amends FASB Statements No. 95, "Statement of Cash Flows".
Generally the approach in FASB Statement 123(R) is similar to the approach
described in Statement 123. However, Statement 123(R) requires all share-based
payments to employees, including grant of employees stock options, to be
recognized in the income statements based on their fair value. Pro-forma
disclosure is no longer an alternative. Statement 123(R) must be adopted no
later than the period beginning after December 15, 2005. Early adoption will be
permitted in periods in which financial statements have not yet been issued. We
adopted Statement 123(R) on January 1, 2006.
    14
  Statement
123(R) permits public companies to adopt its requirements using one of two
methods:
 •
              A
      "Modified Prospective" method in which compensation cost is recognized
      beginning with the effective date (a) based on the requirements of
      Statement 123(R) for all share-based payments granted after the effective
      date and (b) based on the requirements of Statement 123 for all awards
      granted to employees prior to the effective date of Statement 123(R) that
      remains unvested on the effective date.•
              A
      "Modified Retrospective" method which includes the requirements of the
      modified prospective method described above but also permits entities to
      restate, based on the amounts previously recognized under Statement 123
      for purpose of pro-forma disclosure, all periods
  presented.
  We
adopted Statement 123(R) using the modified prospective method.
  We are
unable to estimate the future impact that Statement 123(R) will have on our
financial position, results of operations or cash flows due to unknown events,
such as the type and number of share-based payments that will be granted, their
terms, and their vesting periods.
  In March
2005, the SEC released SEC Staff Accounting Bulletin No. 107, "Share-Based
Payment" ("SAB 107"). SAB-107 provides the SEC staff's position regarding the
application of Statement 123(R), which contains interpretive guidance related to
the interaction between Statement 123R and certain SEC rules and regulations,
and also provides the staff's views regarding the valuation of share-based
payment arrangements for public companies. SAB 107 highlights the importance of
disclosures made related to the accounting for share-based payment
transactions.
  APPLICATION
OF CRITICAL ACCOUNTING POLICIES
  Our
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.
  
 Item
      7.
              Financial
      Statements.
  Our
financial statements are stated in United States dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.
  The
following financial statements are filed as part of this annual
report:
   Report of
      Independent Registered Public Accounting FirmsBalance
    SheetsStatements of
      Changes in Stockholders' Equity (Deficiency)Statements of
      OperationsStatements of Cash
      FlowsNotes to the
      Consolidated Financial Statements
    15




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of TAO MINERALS, LTD
 
 
 We have
audited the accompanying balance sheet of TAO MINERALS, LTD (an Exploration
Stage Company) as of January 31, 2007, and the related statements of operations,
changes in stockholders’ equity, and cash flows for the year then
ended.  These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of TAO MINERALS, LTD (an Exploration
Stage Company) as of January 31, 2007, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency. These items raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 /s/ Infante &
Company
 
 Hollywood,
Florida
 May
11, 2007




F-1










Independent Registered
Auditor’s Report
 
 Shareholders
and Board of Directors
 TAO
MINERALS, LTD
 Medellin,
Columbia
 
 I have audited the accompanying balance
sheet of TAO MINERALS, LTD (an Exploration Stage Company) as of January 31, 2008
and the related Statements of Operations, Stockholders’ equity, and cash flows
for the year ended January 31, 2008. These financial statements are the
responsibility of the Company’s management.  My responsibility is to
express an opinion on these financial statements based on my audit.
 
 I conducted my audit in accordance with
the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  The Company is not required to have, nor was I
engaged to perform, an audit of its internal control over financial
reporting.  My audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting.  Accordingly, I express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable basis for
my opinion.
 
 In my opinion, based on my audit, and
the report of other auditors, The financial statements referred to above present
fairly, in all material respects, the financial position of TAO MINERALS, LTD
(an Exploration Stage Company) as of January 31, 2008, and the results of its
operations and its cash flows for the year then ended.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency.  These items raise substantial doubt
about its ability to continue as a going concern.  Management’s plans
in regard to these matters are also described in Note 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  By:
                  /s/ Larry
      WolfeLarry
      WolfeMiami,
      Florida
                  
                  Certified
      Public AccountantMay
      15, 2008
 
 
 
 
 F-2
 
 TAO
MINERALS LTD.
 (An Exploration
Stage Company)
 Balance
Sheets
 January
31, 2008
 ASSETSCurrentCash
                
                $
                1,563Prepaids
                
                
                9,500Total
      current assets
                
                
                11,063Mineral
      PropertiesMineral
      Rights
                
                
                350,000Total
      Mineral Properties
                
                
                350,000Total
      assets
                
                
                $
                361,063LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrentAccounts
      payable and accrued expenses
                
                $
                178,145Due
      to a related party
                
                
                100,000Stock
      issuance liability
                
                
                712,100Total
      current liabilities
                
                
                990,245Total
      Liabilities
                
                
                $
                990,245STOCKHOLDERS’
      DEFICITShare
      CapitalAuthorized: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 authorizedIssued,
      allotted and outstanding:57,106,909
      shares of common stock at January 31, 2008
                
                
                57,106Additional
      paid-in capital
                
                
                655,441Deficit
      accumulated during exploration stage
                
                
                (1,341,729
                )Total
      stockholders’ deficit
                
                
                (629,182
                )Total
      liabilities and stockholders’ deficit
                
                $
                361,063
  The accompanying notes are an
integral part of these financial statements
    F-3
 TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Statement
of Changes in Stockholders'  Equity
 For the
periods September 23, 2004 (Inception) to January 31, 2008
     Deficit
      Accumulated
                
                
                TotalAdditional
                
                
                
                
                During
                
                
                Stock-Common
      stock
                
                
                paid-in
                
                
                Subscription
                
                Exploration
                
                
                holders'Shares
                
                
                Amount
                
                
                capital
                
                
                Receivable
                
                Stage
                
                
                (deficiency)Common
      stock issued to founders for cash($0.001
      per share)
                
                
                54,080,000
                
                
                $
                54,080
                
                
                $
                
                
                
                $
                
                
                
                $
                (47,320
                )
                
                $
                6,760Common
      stock issued for cash ($0.05 per share)
                
                
                7,836,000
                
                
                
                7,836
                
                
                
                47,995
                
                
                
                (425
                )
                
                
                (6,856
                )
                
                
                48,550-
      net loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,577
                )
                
                
                (5,577
                )Balance,
      January 31, 2005
                
                
                61,916,000
                
                
                $
                61,916
                
                
                $
                47,995
                
                
                $
                (425
                )
                
                $
                (59,753
                )
                
                $
                49,733-Balance, January 31,
      2005
                
                
                61,916,000
                
                
                $
                61,916
                
                
                $
                47,995
                
                
                $
                (425
                )
                
                $
                (59,753
                )
                
                $
                49,733Subscription
      receivable cancelled
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                425
                
                
                
                
                
                
                
                425-
      net loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (48,916
                )
                
                
                (48,916
                )Balance,
      January 31, 2006
                
                
                61,916,000
                
                
                $
                61,916
                
                
                $
                47,995
                
                
                $
                -
                
                
                $
                (108,669
                )
                
                $
                1,242
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
 F-4
 
 TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Statement
of Changes in Stockholders' Equity
 For the
period September 23, 2004 (Inception) to January 31, 2008
 
 
 
 
 Accumulated
                
                
                
                TotalAdditional
                
                
                
                Deficit
      During
                
                
                
                Stock-Common
      stock
                paid-in
                
                Subscription
                
                Exploration
                
                
                
                holders'Shares
                Amount
                capital
                
                Receivable
                Stage
                
                
                
                (deficiency)Balance,
      January 31, 2006
                61,916,000
                
                $
                61,916
                $
                47,995
                $
                -
                $
                (108,669)
                
                
                $
                1,242Common
      stock issued for mineral rights on April 20,
                2,500,000
                
                
                2,500
                
                (2,500)
                
                -
                
                -
                
                
                
                -2006
      at $.01Common
      stock cancelled April 24, 2006
                (12,600,000)
                
                
                (12,600)
                
                12,600
                
                -
                
                -
                
                
                
                -Net
      loss for the period
                
                
                
                
                
                
                
                
                
                (399,636)
                
                
                
                (399,636)Balance,
      January 31, 2007
                51,816,000
                
                $
                51,816
                $
                58,095
                $
                -
                $
                (508,305)
                
                
                $
                (398,394)Balance,
      January 31, 2007Common
      stock issued for services to officers, directorsand
      consultants on September 25, 2007 at $.12
                3,500,000
                
                
                3,500
                
                416,500
                
                -
                
                -
                
                
                
                420,000Common
      stock issued for legal fees on September 25,2007
      at $.12
                500,000
                
                
                500
                
                59,500
                
                -
                
                -
                
                
                
                60,000Common
      stock issued for legal services on January 15,2008
      at $.095
                1,090,909
                
                
                1,090
                
                102,546
                
                -
                
                -
                
                
                
                103,636Common
      stock issued for services on January 15, 2008
                200,000
                
                
                200
                
                18,800
                
                -
                
                -
                
                
                
                19,000At
      $.095Net
      loss for the period
                
                
                
                
                
                
                
                
                
                (833,424)
                
                
                
                (833,424)Balance,
      January 31, 2008
                57,106,909
                
                $
                57,106
                $
                655,441
                $
                -
                $
                (1,341,729)
                
                
                $
                (629,182)
 
 The
accompanying notes are an integral part of these financial
statements.
   F-5
  TAO MINERALS LTD.
 (An
Exploration Stage Company)
 Statements
of Operations
  From
      Inception Date of September 23, 2004 to Period Ended January 31,
      2008
                
                
                For
      the Years
                  Ended
      January 31(unaudited)
                
                
                2008
                
                
                2007OPERATING
      EXPENSESExploration
      expenses
                
                
                
                
                $
                122,650
                
                
                $
                9,100
                
                
                $
                83,000Professional
      fees
                
                
                
                
                
                203,798
                
                
                
                16,400
                
                
                
                171,059Director
      fees
                
                
                
                
                
                120,000
                
                
                
                120,000
                
                
                
                -Consulting
      fees
                
                
                
                
                
                607,850
                
                
                
                471,000
                
                
                
                133,850Legal
      fees
                
                
                
                
                
                178,447
                
                
                
                178,447
                
                
                
                -General
      and administrative
                
                
                
                
                
                56,339
                
                
                
                38,477
                
                
                
                11,727Total
      Operating Expenses
                
                
                
                
                
                1,289,084
                
                
                
                833,424
                
                
                
                399,636LOSS
      FROM OPERATIONS
                
                
                
                
                
                
                (1,289,084
                )
                
                
                (833,424
                )
                
                
                (399,636
                )OTHER
      EXPENSEForeign
      currency translation gain
                
                
                
                
                
                
                1,531
                
                
                
                -
                
                
                
                -Provision
      for income taxes
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss for the Period
                
                
                
                
                
                $
                (1,287,553
                )
                
                $
                (833,424
                )
                
                $
                (399,636
                )LOSS
      PER SHARE – BASIC
                
                
                $
                (.016
                )
                
                $
                (.010
                )WEIGHTED
      AVERAGE NUMBER OF ISSUED SHARES
                
                
                
                53,275,328
                
                
                
                54,140,110
 
 The accompanying notes are an
integral part of these financial statements.
 
 
 
 
 
 F-6
 
  TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Statements
of Cash Flows
   From
      Inception Date of September 23, 2004 to Period Ended January 31,
      2008
                    
                    
                    For
      the Year
                      Ended
      January 31,
                    
                    
                    For
      the Year
                      Ended
      January 31Cash
      Provided by (Used for) Operating Activities
                    
                    (unaudited)
                    
                    
                    2008
                    
                    
                    2007Net
      (loss) for the period
                    
                    $
                    (1,287,553
                    )
                    
                    
                    (833,424
                    )
                    
                    
                    (399,636
                    )Stock
      issued for services
                    
                    
                    602,636
                    
                    
                    
                    602,636Changes
      in non-cash working capital itemsPrepaids
                    
                    
                    (9,500
                    )
                    
                    
                    8,000
                    
                    
                    
                    (17,500
                    )Accounts
      payable and accrued
                    
                    
                    270,670
                    
                    
                    
                    180,907
                    
                    
                    
                    88,219Increase
      in due from a related party
                    
                    
                    -
                    
                    
                    
                    (3,000
                    )
                    
                    
                    -Cash
      used by operations
                    
                    
                    (423,747
                    )
                    
                    
                    (44,881
                    )
                    
                    
                    (328,917
                    )Investing
      ActivitiesPurchase
      of mineral rights
                    
                    
                    (250,000
                    )
                    
                    
                    3,000
                    
                    
                    
                    (250,000
                    )Cash
      used by investing
      activities
                    
                    
                    (250,000
                    )
                    
                    
                    3,000
                    
                    
                    
                    (250,000
                    )Financing
      ActivitiesStock
      issuance liability
                    
                    
                    620,000
                    
                    
                    
                    -
                    
                    
                    
                    620,000Issuance
      of common stock
                    
                    
                    55,310
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      provided by financing activities
                    
                    
                    675,310
                    
                    
                    
                    -
                    
                    
                    
                    620,000Cash
      Increase (Decrease) During the Period
                    
                    
                    1,563
                    
                    
                    
                    (41,881
                    )
                    
                    
                    41,083Cash,
      Beginning of Period
                    
                    
                    -
                    
                    
                    
                    43,444
                    
                    
                    
                    2,361Cash
      and Equivalent, End of Period
                    
                    
                    1,563
                    
                    
                    
                    1,563
                    
                    
                    
                    43,444
 SUPPLEMENTAL
ASH FLOWS INFORMATION
 
 During
the fiscal year ended January 31, 2007 the Company acquired a mineral lease in
Colombia as follows:
  Issuance
      of stock (2,500,000 shares of common)
                  
                  
                  0Assumption
      of liabilities
                  
                  $
                  100,000Cash
      Payments
                  
                  
                  250,000Total
                  
                  $
                  350,000
  The
Company did not pay cash for either interest or taxes for the fiscal years ended
January 31, 2007 and 2008.
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
   F-7
 
  TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
  1.  Organization
and Summary of Significant Accounting Policies
  This
summary of accounting policies for Tao Minerals Ltd. is presented to assist in
understanding the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
 
 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 flow from operations of
$423,747 for the period from September 23, 2004 to January 31, 2008 and negative
working capital of 979,182  at January 31, 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.
  2.           Significant
Accounting Policies
  (a)
                Accounting
      Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the period. Actual results
may differ from those estimates.
  (b)
                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.
 (c)
                  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.
  (d)         Mineral
Interest
 
 Pursuant
to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest
associated with other than owned properties are classified as tangible assets.
As of January 31, 2008, the Company had capitalized $350,000 related to the
mineral rights. The mineral rights will be amortized using the
units-of-production method when production at each project
commences.
    F-8
   TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
  (e)         Long-Lived
Assets
  The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other
Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 142 and 144”).  In accordance with SFAS No. 142 and
144, long-lived assets, goodwill and certain identifiable intangible assets held
and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.  For purposes of evaluating the recoverability of
long-lived assets, goodwill and intangible assets, the recoverability test is
performed under the methods identified in SFAS 144 and Emerging Issues Task
Force 04-03.
  (f)          Recent
Accounting Pronouncements
 
 Statement
of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an
amendment of ARB No. 43, Chapter 4”” SFAS No. 152, “Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,” SFAS
No. 153, “Exchanges of Non-monetary Assets – an amendment of APB Opinion No.
29,” and SFAS No. 123 (revised 2004), “Share-Based Payment,” were recently
issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company and have no effect on the financial
statements.
 
 (g)         Loss
per Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of January 31, 2008 and 2007, there were no dilutive
securities outstanding.
  (h)         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.
  (i)
                Business
      Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
  (j)         Mining
Properties and Exploration Costs
  Exploration
costs are charged to operations in the year in which they are incurred, except
where these costs relate to specific properties for which economically
recoverable resources are estimated to exist, in which case they are
capitalized.  Costs of acquiring mineral properties are capitalized
until such time commencement of production commences or a determination that
such property is not commercially viable.
   F-9
   TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
   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.
  (k)      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
  3.
                Acquisition
      of Mineral Rights
  On
October 22, 2004, the Company acquired the mining rights to two claims
collectively known as the Whale Mine property for a purchase price of $3,000.
The Company received rights to all minerals contained in the Whale Mine
property. During the year ended January 31, 2008 the Company abandoned the
property and wrote off the capitalized amount of $3,000.
  On
February 28, 2006, we entered into an Assignment Agreement (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:
  Payment
of US$150,000, payable on or before March 15, 2006 and upon execution of the
Definitive Agreement; (extended to April 15, 2006 and paid on April 13, 2006)
and 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. On April
10, 2006 we issued the 2,500,000 common shares In addition, we will assume
Primecap’s financial obligations under the HOA. The obligations under the HOA
are:
  1.
                  US$30,000.00
      upon execution of the HOA, which amount has been paid;2.
                  US$20,000.00
      on or before August 23, 2005, which amount has been
  paid;3.
                  US$32,000.00
      on or before August 23, 2006;4.
                  US$40,000.00
      on or before August 23, 2007;5.
                  US$48,000.00
      on or before August 23, 2008; and6.
                  US$160,000.00
      on or before August 23, 2009.7.
                  200,000
      shares of the Assignor, as of August 23, 2004, which issuance has been
      completed;8.
                  200,000
      shares of the Assignor, as of August 23, 2005, which issuance has
      been  completed;9.
                  300,000
      shares of the Assignor, as of August 23, 2006;10.
                  300,000
      shares of the Assignor, as of August 23,
2007
    F-10
    TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
  On,
June 30, 2006 we entered into an amending agreement (the “Agreement”) which
Agreement amended certain terms of an assignment agreement (the “Assignment
Agreement”) dated February 28, 2006, between our Company and Primecap Resources
Inc. of Nevada, as amended by an amending agreement dated March 15,
2006.
  The
Agreement amends the total consideration that our Company is to pay Primecap
Resources Inc. (“Primecap”) as to $100,000 on or before July 1, 2006 and
$100,000 on or before July 1, 2007.  This Agreement satisfy’s our
obligation in assuming the above noted financial obligations under the HOA. The
first $100,000 payment has been made.
  On May 9,
2008 we entered into a second amending agreement which clarifies the first
amending agreement as follows:
  Items 1
through 6 of the HOA agreement are deleted. The total amounts payable to
Primecap remains as amended in the first amendment. The second $100,000 payment
is now due on or before August 1, 2008.
  As of
January 31, 2008 the Company has not issued the 300,000 shares of common stock
due August 23, 2006 and the 300,000 shares of common stock due August 23, 2007.
The Company has accrued $51,000 as a liability for the issuance of 300,000
shares of common stock on August 23, 2006 at $.17 the closing price of the stock
as of such date and $41,100 for the issuance liability of 300,000 shares of
common stock at August 23, 2007 at $$.137 the closing price of the stock at such
date.
  4.           Related
Party
  Effective
April 1, 2006 we entered into management agreements with two directors and
officers of the company for $8,000 per month and $5,000 per month. On November
1, 2006 the contract dated April 1, 2006 for $5,000 per month was cancelled. On
September 1, 2006 The Company entered into a new agreement with a Director and
officer for $5,000 per month for one year was to provide financial services. On
September 1, 2008, the Company entered into a new contract with the Director and
Officer to provide financial services for $8,000 per month for one year. Each
contract calls for annual renewals at the same rate if not
modified.
  The
      Golondrina property was acquired from a Company controlled by James Sikora
      our current president. At the time of the acquisition Mr. Sikora was not
      related to the Company. The Company owes the related party $100,000 which
      is due on demand and non interest
bearing.
 
 5.           Common
Stock
 
 On March
13, 2006, the board of directors of our company approved an eight (8) for one
(1) forward stock split (the "Forward Stock Split") of our authorized, issued
and outstanding common stock. The Forward Stock Split was effective with the
Secretary of State of Nevada on March 24, 2006. The record date was set at March
23, 2006. As a result, our authorized capital increased from 69,916000 shares of
common 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 61,916,000 shares of common stock. The financial statements
and notes have been changed to reflect the retroactive effect of the 8 to 1
forward stock split which has been accounted for as a stock
dividend.
   F-11
   TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
 On April
10, 2006 the Company entered into a private placement subscription agreement to
sell 1,000,000 shares of stock with a non detachable warrant to acquire 1 share
of common stock for a $1.25. As of January 31, 2008, the Company has received
$620,000 for which common stock has not been issued to the
subscriber.  According to the subscription agreement this amount has
been treated as an interest free loan under the terms of the
agreement.
  On April
21, 2006 a director of the Company contributed 2,200,000 pre-split shares of the
Company’s common stock. These shares amounted to 17,600,000 post split shares of
which the Company redistributed 5,000,000 shares to 4 directors and cancelled
12,600,000 shares.
  On April
10, 2006 we issued the 2,500,000 common shares for the acquisition of an option
to acquire mining rights in Colombia. The shares were recorded at $0 since the
related party had no basis in the shares.
  2007 Employee and Consultant
Stock Plan S-8 Plan
  On
September 24, 2007, the Company registered 6,000,000 shares of common stock
pursuant to its consultant and employee plan. The Company issued 4,000,000
shares under this plan to consultants, directors, and attorneys.
 
 6.           Income
Taxes
 
 As of
January 31, 2007, the Company had a net operating loss carryforward for income
tax reporting purposes of approximately $1,342,000 that may be offset against
future taxable income through 2028.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount
 
 2007
                
                
                2008Deferred
      tax assets:Net
      operating loss carryforwards
                
                $
                399,000
                
                
                $
                1,342000Gross
      deferred tax assets
                
                
                136,000
                
                
                
                456,000Less:  valuation
      allowance
                
                
                (136,000
                )
                
                
                (456,000
                )Net
      deferred tax asset
                
                $
                --
                
                
                $
                --
 
 A
reconciliation of the differences between the effective income tax rate and the
statutory federal tax rate follows:
 
 2007
                
                
                2008Tax
      expense (benefit) at U.S. statutory rate
                
                
                34.00
                %
                
                
                34.00
                %State
      taxes, net of federal benefit
                
                
                --
                
                
                
                --Change
      in valuation allowance
                
                
                (34.00
                )
                
                
                (34.00
                )0.00
                %
                
                
                0.00
                %
 
 7.           Subsequent
Event
 
 The
Company is obligated to pay Primecap $100,000 by July 1, 2007 and issue 600,000
shares of common stock to Nueva California to complete the acquisition of the
mineral rights agreement in Colombia. On May 9, 2008 the Company entered into an
amending agreement to pay the $100,000 on or before August 1, 2008. The Company
expects to issue the 600,000 shares owed under the contract on or before June
30, 2008.
    F-12
  TAO
MINERALS LTD.
 (An
Exploration Stage Company)
 Notes to the Financial
Statements
 
 On April
23, 2008 we entered into a securities purchase agreement for the sale of
$1,000,000 convertible note at 10%. 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.
 
 On April
18, 2008 the Company registered the 2008 Employee and consultant stock Plan
registering 6,000,000 shares to be used for employees and consultants. Pursuant
to such plan the Company issued 1,190,909 shares.
    F-13
     Item
      8.
              Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
  On
September 1, 2006, we decided to engage new auditors as our independent
accountants to audit our financial statements. Our Board of Directors approved
the change of accountants to Infante & Company, an independent registered
firm of Certified Public Accountants.
  During
our most recent fiscal years, and any subsequent interim periods preceding the
change in accountants, there were no disagreements with De Leon & Company
P.A. on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope procedure. The report on the financial statements
prepared by De Leon & Company P.A., for the last fiscal year did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principals, except that De Leon
& Company P.A. expressed in their report substantial doubt about our ability
to continue as a going concern. Our board of directors approved the change of
auditors.
  On
September 1, 2006, we engaged the firm of Infante & Company P.A.
(“Infante”). Infante was not consulted on any matter relating to accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements.
  On
February 20, 2008, we were informed by Infante that it would not be performing
the audit of the registrant’s financial statements for the year ended January
31, 2008.
   Infante’s
report on the financial statements for the year ended January 31, 2007 did not
contain an adverse opinion or disclaimer of opinion. Such report was not
qualified or modified as to uncertainty, audit scope, or accounting principles
except that the reports stated that they were prepared assuming that the Company
will continue as a going concern, as to which the Company’s recurring operating
losses raised substantial doubt.
   During
the fiscal year ended January 31, 2007, and from such date to the date of this
Report, there have been no disagreements between the registrant and Infante, on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope of procedure, which disagreements, if not resolved to the
satisfaction of Infante, would have caused it to make reference to the subject
matter of the disagreements in connection with its report on the financial
statements for the year then ended.
  Subsequent
to the February 20, 2008 resignation of Infante, on April 12, 2008, the our
Board of Directors approved the engagement of Larry Wolfe/Certified Public
Accountant (“Wolfe”) as its independent registered public accounting firm for
the Company’s fiscal year ended January 31, 2008.
 
 During
the fiscal year ended January 31, 2008, we have not consulted with Wolfe
regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, and no written report or oral
advice was provided to us that was an important factor to be considered by us in
reaching a decision as to an accounting, auditing or financial reporting issue;
or (ii) any matter or event that was the subject of disagreement, as that term
is defined in Item 304(a)(1)(v) of Regulation S-B and the related instructions
to Item 304 of Regulation S-B.
 
 We have
provided to Wolfe a copy of the disclosure required by this Item 4.01 and have
provided Wolfe the opportunity to furnish us with a letter addressed to the
Commission containing any new information, clarification of our expression of
our views, or the respects in which it does not agree with our statements made
in response to this Item. Wolfe has declined to furnish us with such a
letter.
 
 Item
      8A.
              Disclosure
      Controls and Procedures.
 
 Evaluation
of Disclosure Controls and Procedures
 
 We
maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in the reports filed under the
Securities Exchange Act, is recorded, processed, summarized and reported within
the time periods specified by the SEC's rules and forms. Disclosure controls are
also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
 
 Based
upon their evaluation as of the end of the period covered by this report, our
chief executive officer and chief financial officer concluded that, our
disclosure controls and procedures are effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.
     16
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial
statements.
 
 Our
management assessed the effectiveness of our internal control over financial
reporting as of January 31, 2008.  In making this assessment, it used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated
Framework Based on its assessment the Company’s management believes
that, as of January 31, 2008, our internal control over financial reporting is
effective based on those criteria. There has been no changes in our internal
controls over financial reporting in our last fiscal quarter that has materially
affected or is reasonably likely to materially affect our internal control over
financial reporting.
 
 This
annual report does not include an attestation report of our registered
accounting firm regarding internal control over financial reporting. The
management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission.
  Changes
in Internal Control over Financial Reporting
 
 No
changes in our internal control over financial reporting have come to
management's attention during our last fiscal quarter that have materially
affected, or are likely to materially affect, our internal control over
financial reporting.
 
 Limitations
on Controls
 
 Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon certain
assumptions and can provide only reasonable, not absolute, assurance that its
objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the Company have been
detected.
 
 Item
      8B.
              Other
      Information.
 
 None.
 
  17
 PART
III
  
 Item
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
  Directors and Executive Officers, Promoters and Control
Persons
  As at
April 21, 2008, our directors and executive officers, their ages, positions
held, and duration of such, are as follows:
  Name
              Position
      Held with our Company
              Age
              Date
      First
                Elected
      or AppointedJames
      Sikora
              President
      and Director
              49
              February
      1, 2006Duncan
      Bain
              Director
              53
              March
      5, 2006Walter
      (Terry) Plummer
              Director
              68
              March
      14, 2006Julio
      De Leon
              Chief
      Financial Officer and Director
              56
              September
      1, 2006
  Business
Experience
  The
following is a brief account of the education and business experience of each
director and executive officer during at least the past five years, indicating
each person's principal occupation during the period, and the name and principal
business of the organization by which he was employed.
  James
Sikora, President and Director
 Mr.
Sikora was appointed a director on February 1, 2006 and was appointed our
president on March 5, 2006.
 
 Over a
four-year career, Mr. Sikora supervised drill floor operations on locations
throughout Canada and the United States in the high Arctic and offshore
Newfoundland and Nova Scotia. Mr. Sikora completed offshore safety, offshore
survival and oilfield firefighting courses. Mr. Sikora became Hydril Canadian
tubular sales and service manager from 1985 to 1987 and completed an extensive
in-house sales and management training program at Hydril Technology Center
Houston.
 
 In 1987,
upon completion of the Canadian securities course Mr. Sikora joined the equities
brokerage business with McNeil Mantha. Mr. Sikora joined Nesbitt Thompson’s
Edmonton office shortly thereafter, and over the following three years Mr.
Sikora became a licensed commodities broker and options broker in addition to
providing equities trading for his client base.
 
 In 1990,
Mr. Sikora left the brokerage industry to pursue a career in public company
finance and consulting. Over 15 years, Mr. Sikora has worked with numerous
public companies, providing financing from US, Canadian and European sources in
addition to guiding management decision-making on mining projects all over the
world.
 In 2004
Mr. Sikora became president of Primecap Resources Inc. a private company seeking
exploration projects in Colombia.
  Duncan
Bain, Director
  Mr. Bain
was appointed a director on March 5, 2006.
  Mr. Bain
holds a P.Geo designation, is a fellow of the Geological Association of Canada
and is a member of the Prospectors and Developers Association of
Canada.
  Walter
(Terry) Plummer, Director
  Mr.
Plummer was appointed a director on March 14, 2006.
  Mr.
Plummer is the president of RMS-Ross Corporation, a company engaged in machinery
manufacturing and repairs, specializing in gold recovery equipment. Mr. Plummer
founded RMS-Ross Corporation in 1982. From February 1998 to June 2001, Mr.
Plummer was a director and the president of Consolidated Silver Tusk Mines Ltd.,
a junior mining exploration company listed on the TSX Venture Exchange. Mr.
Plummer is a member of the Canadian Institute of Mining and a member of the
Canadian Mineral Processing Association. Mr. Plummer also sits on the board of
General Gold Corporation, an exploration stage company in the business of
acquisition and exploration of mineral properties.
   18
   Julio
De Leon, Chief Financial Officer and Director
  Mr. De
Leon was appointed as a director and chief financial officer on September 1,
2006.
  Mr. De
Leon is a Certified Public Accountant, Certified Management Accountant and
Certified in Financial Management. Mr. De Leon is the owner of De Leon &
Company, P.A., a Certified Public Accounting firm, which he founded in June
2002. Mr. De Leon was Senior Manager of Weinberg & Company, PA, a Certified
Public Accounting firm, from June 2001 until June 2002, when he formed De Leon
& Company, P.A. In addition to being a partner in his accounting firm, Mr.
De Leon served as a consultant to Hard to Treat Diseases. Mr. De Leon received a
bachelor’s degree in business administration from Bernard Baruch College in New
York and his Master in Business Administration from the University of Miami. He
is a member of the American Institute of Certified Public Accountants, the
Florida Institute of Certified Public Accountants, the Institute of Management
Accountants and the Association of Fraud Examiners.
  Committees
of the Board
  Audit
Committee
  Our
entire board of directors serves as our Audit Committee.
  Nominating
Committee
  Our
entire board of directors serves as our Nominating Committee which oversees the
process by which individuals may be nominated to our board of
directors.
  The
current size of our board of directors does not facilitate the establishment of
a separate committee. We hope to establish a separate Nominating Committee
consisting of independent directors, if the number of our directors is
expanded.
  Compensation
Committee
  We do not
have a compensation committee.
  Family
Relationships
  There are
no family relationships between any director or executive officer.
  Involvement
in Certain Legal Proceedings
  None of
our directors, executive officers, promoters or control persons have been
involved in any of the following events during the past five years:
  1. any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
  2. any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);
  3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or
  4. being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
  Code
of Ethics
  Our board
of directors has not yet established a Code of Ethics and Business
Conduct.
  Audit
Committee Financial Expert
  Our board
of directors has determined that it has one member of its audit committee, Julio
De Leon, qualifies as an “audit committee financial expert” as defined in Item
401(e) of Regulation S-B, however, Mr. De Leon is not “independent” as the term
is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.
   19
   We
believe that the members of our board of directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an “audit committee
financial expert” would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated revenues to date.
  Section
16(a) Beneficial Ownership Compliance
  Section
16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings.
  Based
solely on the reports received by the Company and on written representations
from certain reporting persons, we believe that the directors, executive
officers and persons who beneficially own more than 10% of the Company’s common
stock during the fiscal year ended January 31, 2008 have been in compliance with
Section 16(a), except that James Sikora did not timely file a Form 3 with
respect to his appointment as Chief Executive Officer as of March 5,
2006  and a Form 4  on one occasion with respect to an issuance
that occurred on September 24, 2007.
  
 Item
      10.
              Executive
      Compensation.
  The
following table provides certain summary information concerning the compensation
earned by our President and each of our three other most highly compensated
executive officers whose aggregate salary and bonus for the fiscal year ended
January 31, 2008 was in excess of $100,000 (the “Named Executive
Officers”).
  Name
      and Principal
                Position
              Fiscal
                Year
                Ended
              Salary
              Bonus
              Stock
      Awards
              Options
      Award
              Nonequity
      incentive
                Plan
                Compensation
              Nonqualified
                Deferred
                Compensation
                earnings
              All
      Other Compensation
              TotalJames
      Sikora (1)
                President
              2008
                2007
              $80,000
                $80,000
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              $80,000
                $NilGordon
      Samson (2)
                former
      Chief Financial Officer
              2007
              $25,000
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              $25,000Julio
      De Leon
                Chief
      Financial Officer (5)
              2008
                2007
              $72,000
                $25,000
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              Nil
                Nil
              $72,000
                $25,000Don
      Axent (3)
                former
      President, CEO
              2007
              $Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil(1)
              Mr.
      Sikora was appointed President on March 5, 2006.(2)
              Mr.
      Samson was appointed Chief Financial Officer on March 24, 2006. On
      September 1, 2006 Mr. Samson resigned as CFO and Director.(3)
              Mr.
      Axent resigned as an officer and director on March 5,
2006.(4)
              Mr.
      De Leon became Chief Financial Officer and a member of the board on
      September 1, 2006.
  Stock
Options and Stock Appreciation Rights
  From the
date of inception and up to January 31, 2008, we did not grant any stock options
or stock appreciation rights to any of our directors or officers and there were
no stock options or stock appreciation rights outstanding on January 31,
2008.
  Compensation
of Directors
  We
reimburse our directors for expenses incurred in connection with attending board
meetings. We have paid 500,000 shares of common stock to each Director as
director's fees for previous services provided to the Company. Additionally we
paid an additional 500,000 shares to the Directors that are also officers of the
Company for the year ended January 31, 2008.
    20
  We have
no formal plan for compensating our directors for their service in their
capacity as directors in the future, although such directors are expected in the
future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.
  Employment
Contracts and Termination of Employment and Change in Control
Arrangements
  On April
1, 2006, we entered into consulting agreement with James Sikora. The agreement
is for a period of one year and will automatically renew for an additional one
year period unless notice is given otherwise. Pursuant to the terms of the
agreement, we will pay Mr. Sikora fees of $8,000 per month.
  On April
1, 2006, we entered into consulting agreement with Gordon Samson. The agreement
is for a period of one year and will automatically renew for an additional one
year period unless notice is given otherwise. Pursuant to the terms of the
agreement, we will pay Mr. Samson fees of $5,000 per month. This agreement was
terminated on September 1, 2006.
  On
September 1, 2006, we entered into consulting agreement with Julio De Leon. The
agreement is for a period of one year and will automatically renew for an
additional one year period unless notice is given otherwise. Pursuant to the
terms of the agreement, we will pay Mr. De Leon fees of $5,000 per month. The
Company negotiated a new agreement with Mr. Deleon under the same general terms
as the previous contract, however, the monthly fees were increased to $8,000 per
month as of September 1, 2007.
   Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
  As of May
9, 2008, there were 57,106,909 shares of our common stock outstanding. The
following table sets forth certain information known to us with respect to the
beneficial ownership of our common stock as of that date by (i) each of our
directors, (ii) each of our executive officers, and (iii) all of our directors
and executive officers as a group. Except as set forth in the table below, there
is no person known to us who beneficially owns more than 5% of our common stock.
The number of shares beneficially owned is determined under rules of the SEC and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has the sole or shared voting power or investment power and
any shares which the individual has the right to acquire within 60 days of April
21, 2008 through the exercise of any stock option or other right. Unless
otherwise noted, we believe that each person has sole investment and voting
power (or shares such powers with his or her spouse) with respect to the shares
set forth in the following table:
  Name
      and Address of Beneficial Owner
              Amount
      and Nature of Beneficial Ownership
              Percent
      of Class (1)Directors
      and Executive OfficersJames
      Sikora
                Officina
      618, Empresarial Mall Ventura
                Cra.
      32 #1B Sur 51
                Medellin,
      Colombia
              3,000,000
              5.25%Duncan
      Bain
                49
      Midale Crescent
                London,
      ON, Canada M5X 3C2
              1,000,000
              1.75%Walter
      (Terry) Plummer
                1804
      Lindell Avenue
                Lindell
      Beach, BC, Canada, V2R 4W7
              1,000,000
              1.75%Julio
      De Leon
                510
      NW 159 th
      Lane
                Pembroke
      Pines, Fl. 33028
              1,750,000
              3.06%Directors
      and Officers as a group
                (4
      persons)
              6,750,000
              11.8%
  * less than
1%
 (1)
              Based
      on 57,106,909 shares of common stock issued and outstanding as of May 9,
      2008. Except as otherwise indicated, we believe that the beneficial owners
      of the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable. Beneficial ownership
      is determined in accordance with the rules of the Securities and Exchange
      Commission and generally includes voting or investment power with respect
      to securities. Shares of common stock subject to options or warrants
      currently exercisable or exercisable within 60 days are deemed outstanding
      for the purposes of computing the percentage ownership of the person
      holding such options or warrants, but are not deemed outstanding for the
      purposes of computing the percentage ownership of any other
      person.
   21
  Changes
in Control
  We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of our company.
  
 Item
      12.
              Certain
      Relationships and Related
Transactions.
  Except as
otherwise indicated below, we have not been a party to any transaction, proposed
transaction, or series of transactions in which the amount involved exceeds
$60,000, and in which, to our knowledge, any of our directors, officers, five
percent beneficial security holder, or any member of the immediate family of the
foregoing persons has had or will have a direct or indirect material
interest.
  
 Item
      13.
              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
      Leon10.9
              Securities
      Purchase Agreement dated April 4, 2008 (incorporated by reference from our
      Current Report on Form 8-K, filed on April 11, 2008).10.10
              Form
      of Convertible Note (incorporated by reference from our Current Report on
      Form 8-K, filed on April 11, 2008).(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.
   22
  
 Item
      14.
              Principal
      Accountant Fees and Services
  The
following table sets forth the fees billed to the Company for professional
services rendered by the Company's principal accountant, for the year ended
January 31, 2007 and January 31, 2008:
  Services
              
              2008
              
              
              2007Audit
      fees
              
              $
              17,500
              
              
              $
              8,900Audit
      related fees
              
              
              
              
              
              
              -Tax
      feesAll
      other fees
              
              
              -
              
              
              
              -Total
      fees
              
              $
              17,500
              
              
              $
              8,900
  Audit Fees. Consist of fees
billed for professional services rendered for the audits of our financial
statements, reviews of our interim consolidated financial statements included in
quarterly reports, services performed in connection with filings with the
Securities & Exchange Commission and related comfort letters and other
services that are normally provided by Infante for 2007 and Larry
Wolfe/Certified Public Accountant for 2008 in connection with statutory and
regulatory filings or engagements.
  Tax Fees. Consist of fees
billed for professional services for tax compliance, tax advice and tax
planning. These services include assistance regarding federal, state and local
tax compliance and consultation in connection with various transactions and
acquisitions.
  We
do not use Infante or Larry Wolfe/Certified Public Accountant for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage Infante or Larry Wolfe/Certified Public Accountant to provide
compliance outsourcing services.
  Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before Infante or Larry Wolfe/Certified Public Accountant is engaged by us
to render any auditing or permitted non-audit related service, the engagement
be:
 •
              approved
      by our audit committee (which consists of our entire board of directors);
      or•
              entered
      into pursuant to pre-approval policies and procedures established by the
      board of directors, provided the policies and procedures are detailed as
      to the particular service, the board of directors is informed of each
      service, and such policies and procedures do not include delegation of the
      board of directors' responsibilities to
  management.
  The board
of directors pre-approves all services provided by our independent auditors. All
of the above services and fees were reviewed and approved by the board of
directors either before or after the respective services were
rendered.
  The board
of directors has considered the nature and amount of fees billed by Infante and
Larry Wolfe/Certified Public Accountant and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
Infante and Larry Wolfe/Certified Public Accountant’s independence.
  23
   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 Ltd.By:
              /s/
      James SikoraJames
      SikoraPresident,
      Chief Executive Officer and Director
                (principal
      executive officer)
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Name
              
              Title
              
              Date/s/
      James Sikora
              
              President,
      Chief Executive Officer and Director
                (principal
      executive officer)
              
              May
      15, 2008James
      Sikora/s/
      Julio De Leon
              
              Chief
      Financial Officer and Director (principal financial and accounting
      officer)
              
              May
      15, 2008Julio
      De LeonDirectorWalter
      (Terry) Plummer/s/
      Duncan Bain
              
              Director
              
              May
      15, 2008Duncan
      Bain
  
 
  24