May 16, 2005
Mail Stop 0409
Mr. Don Axent
President
Tao Minerals, Ltd.
80 S Court Street
Thunder Bay, Ontario
Canada P7B 2X4
Re: Tao Minerals, Ltd.
Amendment No. 1 to Form SB-2
Filed April 29, 2005
File No. 333-123560
Dear Mr. Axent:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
All page numbers refer to the courtesy copy of the
registration
statement that you provided to us.
Form SB-2
General
1. We note in your response to Comment 3 that you are still
referring
to yourself as a "development stage company." Please revise your
use
of this term throughout your document, including in the Financial
Statement headnotes and footnotes. Under Industry Guide 7,
mineral
exploration companies may not call themselves "development stage
companies." See
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm under
section F (10) titled "Issues in the Extractive Industry."
Summary, page 4
2. We note your response to Comment 6. Please strike the language
"[b]ecause we have not commenced business operations" from your
discussion regarding your auditors report. This statement
suggests
that this is the only reason why your auditors expressed
substantial
doubt about your ability to continue as a going concern. As you
note
later in the same paragraph, your auditor`s expressed doubt about
your ability to continue as a going concern because you have no
operations and you have a negative cash flow from operations.
Description of Business, page 19
Exploration History, page 20
3. We note your response to Comment 29. Please either provide
supplemental support for your assertion that the property was
explored by various geophysical surveys or strike that assertion.
Please note that supplemental information is not required to be
filed
with or deemed part of the registration statement. Also, we will
return all supplemental information upon your request, provided
that:
* Such request is made at the time such information is furnished
to
the staff;
* The return of such information is consistent with the protection
of
investors;
* The return of such information is consistent with the provision
of
the Freedom of Information Act; and
* The information was not filed in electronic format
Refer to Rule 418 of Regulation C.
Proposed Budget, page 21
4. We note in your response to Comment 27 you state that in order
to
proceed with phase two of the exploration program you "will need
to
raise additional capital." Please revise to explain how you plan
to
raise this additional capital.
5. You state on page 5 that you have cash in the amount of $40,000
as
of April 25, 2004. On page 24, you state that you anticipate
spending $20,000 over the next 12 months on professional fees
including fees payable in connection with the filing of this
registration statement and complying with reporting obligations,
and
general administrative costs. In this section, you state that
phase
one will cost $36,000 and that it will be funded from your cash on
hand. Please supplementally provide an analysis as to how your
cash
on hand is sufficient to cover your expenses related to phase one
of
your exploration program and your other business expenses such as
your professional fees.
Competition, page 23
6. We note in your response to Comment 21 you state that you "do
not
anticipate having any difficulties retaining qualified personnel
to
conduct exploration on the Whale Mine claims." Please revise to
state the basis for this anticipation.
Reports to Security Holders, page 23
7. Please revise to note that the public reference room has been
moved to 100 F Street NE, Washington, D.C. 20002.
Plan of Operations, page 24
8. We note your response to prior comment 32; however, we reissue
our
previous comment.
Other
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jamie Webster, Accountant, at (202) 551-3446
or
Dan Gordon, Accounting Branch Chief, at (202) 551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3411 with any other
questions.
Sincerely,
Peggy Kim
Senior Counsel
cc: Greg Jaclin, Esq. (via facsimile)
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Tao Minerals, Ltd.
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