UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | April 4, 2006 | | |
TAO MINERALS LTD. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Nevada | 333-12356 | 20-1682702 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| Officina 618, Empresarial Mall Ventura, Cra.32#1B Sur 51, Medellin, Columbia | |
| (Address of principal executive offices) | (Zip Code) |
| | | | |
| Registrant’s telephone number, including area code: | (305) 726-0602 | | |
| |
| N/A |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e - -4(c))
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
| ITEM 4.01 | CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS |
On April 4, 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 De Leon & Company, an independent registered firm of Certified Public Accountants. Accordingly, we dismissed Webb And Company, P.A., on April 4, 2006.
During our last fiscal year, and any subsequent interim periods preceding the change in accountants, there were no disagreements with Webb and Company P.A., (“ Webb & Co.”) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure. The report on the financial statements prepared by Webb & Co.,, for the last 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 Webb & Co., expressed in their report substantial doubt about our ability to continue as a going concern.
We provided Webb & Co., with a copy of this Current Report on Form 8-K prior to its filing with the SEC, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree.A copy of the letter provided by Webb & Co. is filed as Exhibit 16.1 to this Form 8-K/A.
New principal independent accountants
We have engaged the firm of De Leon & Company as of April 4, 2006. De Leon & Company 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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| 16.1 | April 6, 2006 letter from Webb & Company, P.A. regarding change in independent accountant. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | TAO MINERALS LTD. |
| | | | (Registrant) |
| Date | April 6, 2006 | | |
| | | By: | /s/ Gordon Samson |
| | | Name | Gordon Samson |
| | | Title: | Director and CFO |
