SecProbe.io

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April 15, 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.
      Form SB-2 filed March 24, 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.

Form SB-2

General Comments
1. We note your use of the term "Company" throughout the
prospectus.
Since this term is vague and abstract, please revise to use your
actual company name or a shortened version of it throughout your
document.
2. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.

3. Please note that the words "development" and "production" have
very specific meanings under Industry Guide 7(a)(4).  They
reference
the "development stage" when companies are engaged in preparing
reserves for production, and "production stage" when companies are
engaged in commercial-scale, profit-oriented extraction of
minerals.
If you do not have any "reserves," as defined by Guide 7, please
remove the terms "develop," "development" or "production"
throughout
the document, and replace them, as needed, with the terms
"explore"
or "exploration."  This includes the using of the terms in the
Financial Statement headnotes and footnotes, see Instruction 1 to
paragraph (a), Industry Guide 7.  We note that you state that you
are
a "development stage company" which is a phrase commonly used in
financial statements in other industries.  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."

Registration Cover Page
4. We note that you have calculated the registration fee based on
Rule 457(c).  In light of the fact that there is no market for you
shares, this reliance appears to be inappropriate.  Please revise
or
advise.

Prospectus Cover Page
5. Please update the page number reference to the risk factors
section.
Summary, page 4
6. Please balance your disclosure here by prominently disclosing
at
the beginning of this section that your auditors have expressed a
going concern opinion.
7. Please revise, here and on page 9, to clarify how the selling
stockholders received their shares.

Risk Factors, page 5

General
8. We note that your incorporation status in Nevada is currently
listed as "in default."  Refer to
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/Co
rpS
earch.aspx.  Please discuss in the risk factor and business
description how you are in default.  For example, please disclose
whether you owe annual fees or are required to provide updated
management information to the state of Nevada.
9. Please add a risk factor clearly explaining how the loss of Mr.
Axent or other key executives would affect your company.  For
example, please elaborate on the risk posed by losing their
knowledge
and business contacts.  This discussion should discuss the lack of
employment agreements with your executives.

10. Please add a risk factor that addresses that fact that the
probability of an individual prospect ever having "reserves" that
meet the requirements of Industry Guide 7 is extremely remote, in
all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.

11. Please note that unless you can substantiate significant
technical training and/or experience in minerals exploration or
mining by members of your management, you need to include a risk
factor early in this risk factor section that your management
lacks
technical training and experience with exploring for, starting,
and/or operating a mine.  With no direct training or experience in
these areas, your management may not be fully aware of many of the
specific requirements related to working within this industry.
Their
decisions and choices may not take into account standard
engineering
or managerial approaches mineral exploration companies commonly
use.
Consequently, your operations, earnings, and ultimate financial
success could suffer irreparable harm due to management`s lack of
experience in this industry.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL,
page 5
12. Please indicate the cash available to the company as of the
most
recent practicable date.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING
PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL
FAIL,
page 6

13. On page 4, you note that your "objective is to conduct mineral
exploration activities on the Whale Mine property in order to
assess
whether it possesses economic reserves of silver and zinc."
However,
in this section you note that "the likelihood of [your] mineral
claims containing economic mineralization or reserves of copper is
extremely remote."  Please advise us as to the reason for the
discrepancy between these two disclosures or revise as necessary

BECAUSE OUR DIRECTORS OWN 56.9% OF OUR OUTSTANDING COMMON STOCK,
THEY
COULD MAKE AND CONTROL..., page 8

14. Please revise to separately identify the directors and the
individual ownership percentages.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS
MAY
BE UNABLE TO SELL THEIR SHARES, page 8.
15. You state that you "currently plan to have a market maker
apply
for listing of [your] common stock on the Over the Counter
Bulletin
Board."  Please note that shares are not listed on the OTCCB; they
are quoted.  Please revise as necessary.

Plan of Distribution, page 13
16. Please revise to describe the types of transactions by which
the
selling stockholders may sell their common stock. Refer to Item
508(c) of Regulation S-K.
17. Please revise to include a discussion on Regulation M.  This
discussion should include disclosure that each selling stockholder
will be subject to applicable provisions of the Exchange Act and
the
associated rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing of
purchases and sales of shares of your common stock by the selling
stockholders.

Interest of Named Experts and Counsel, page 18
18. You note that "[n]o expert or counsel named in this prospectus
...had, or is to receive, in connection with the offering, a
substantial interest, direct or indirect, in the registrant."
Please
supplementally confirm that no expert or counsel received any
interest valued at over $50,000.  Refer to Item 509 of Regulation
S-
B.

Description of Business, page 19

General

19. Please discuss the phased nature of the exploration process,
and
the place in the process your current exploration activities
occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
20. Please supplementally inform us if you have a website, and if
you
do, tell us the address of the website.  Also, if you have a
website
please consider disclosing the address of your website in this
section.  Refer to Item 101(c)(3) of Regulation S-B.
21. Please revise to include a discussion on the competitive
business
conditions.  This disclosure should include your expected methods
of
competition.  Refer to Item 101(b)(4) of Regulation S-B.

In General, page 19
22. On page 20, you state that you "entered into a Purchase and
Sale
Agreement with Multimetal Mining Corp...whereby it agreed to sell
us
a 100% undivided right, title and interest in two mineral claims,
known as the Whale Mine claims.  However, in this section you
state
that you only have "an option to acquire a 100% interest in 2
mineral
claims collectively known as the Whale Mine property."  Please
advise
us as to the reason for this discrepancy or revise as necessary.
Refer to Guide 7(b)(2).

Description, Location and Access, page 20
23. Please insert a small-scale map (similar to Exhibit 99.1)
showing
the location and access to your property.  Note that SEC`s EDGAR
program now accepts digital maps; so please include these in any
future amendments that are filed on EDGAR.  It is relatively easy
to
include automatic links at the appropriate locations within the
document to GIF or JPEG files, which will allow the figures and/or
diagrams to appear in the right location when the document is
viewed
on the Internet.  For more information, please consult the EDGAR
manual, and if you need addition assistance, please call Filer
Support at 202-942-8090.

24. For your property, provide the disclosures required by
Industry
Guide 7 (b).  In particular, provide:
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* Provide a clear statement that the property is without known
reserves.
	Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.

Title to the Whale Mine Property, page 20
25. Please disclose the nature of your ownership or interest in
the
property.  You state that the "claims are registered in the name
of
Multimetal Mining Corp. and are in good standing until October 22,
2005."  Please revise to discuss what happens to the claims on
October 22, 2005.  Also, please supplementally explain why the
claims
are not registered in your name and explain whether Multimetal
Mining
Corp retains any right to the claims.

26. Please disclose:
* Any other underlying agreements or interests in the property.
* Indicate whether the mining claims are State or Federal claims.
* Disclose the conditions you must meet to keep these claims.
* Disclose the area of your claims, either in hectares or acres.
Revise to fully discuss the material terms of your land or mineral
right securing agreements.  Refer to paragraph (b)(2) of Industry
Guide 7.

27. Please expand your disclosure about your exploration plans for
your property.
* Disclose a brief geological justification for your exploration
projects written in non-technical language.
* Disclose how the exploration program will be funded.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are.

Exploration History, page 20
28. Please provide supplemental support for your statement that
between 1912 and 1943, a recorded 339,727 pounds of zinc, 40,642
pounds of lead and 202 ounces of silver were recovered from the
property.
29. We note that you state: "[i]n 1991, the property was explored
by
various geophysical surveys which indicated potential for
extensions
of existing zinc and silver mineralization zones."  Please
supplementally provide us with copies of these geophysical surveys
highlighting the sections that discuss the zinc and silver zones.

Proposed Budget, page 22
30. Please revise to include a narrative that describes your
proposed
budget.  Please revise to include compliance and environmental
costs
in your proposed budget.

Research and Development Expenditures, page 23
31. Please revise to quantify the amount spent on research and
development.

Plan of Operations, page 24

32. Please revise to describe the specific steps, timetables and
milestones for exploration over the next 12 months.

Results of Operations, page 24
33. Please describe the professional fees and exploration costs
and
expenses.

Market for Common Equity and Related Stockholder Matters

Rule 144 Shares, page 25

34. For ease of investor understanding, please revise to include a
table showing the dates when all of your common shares outstanding
immediately prior to the offering may be resold.  For example, the
table should classify the outstanding shares based on the first
date
on which those shares will become eligible for resale under Rule
144
or any other applicable resale exemptions.

Financial Statements

Balance Sheet, page F-2

35. Please clarify for us how you applied EITF 04-02 in
determining
that the acquired mineral interest is an intangible asset rather
than
a tangible asset to be included with any fixed assets and
accounted
for as such in the future.

Statement of Operations, page F-3

36. We note a material gain from the translation of foreign
currency
of $2,031.  Please provide us with information on the event that
gave
rise to the gain and how SFAS 52 was applied.

Statement of Cash Flows, page F-5

37. We note that Cash Used in Investing activities includes the
purchase of mining property for $3,000.  Please confirm the
acquisition was regarding the acquisition of mineral rights rather
than real property and revise the description in the Statement of
Cash Flows accordingly.

Notes to Financial Statements, page F-6

38. Please revise to include greater detail related to the
acquisition of the mineral rights on the Whale Mine property to
include purchase price, date of acquisition, what was acquired and
material commitments associated with the acquisition such as
future
royalty payments, if any.

Part II

Recent Sales of Unregistered Securities, page 30
39. On page F-7, you note that during 2004 the Company issued
6,760,000 shares of common stock to its founder for cash of
$6,760.
However, in this section you note that you completed an offering
of
6,760,000 shares of your common stock to a total of nine
purchasers
on November 22, 2004.  Please advise us to the reason for the
discrepancy or revise as necessary.

Exhibits, page 32
40. Please remove the technical report attached as an exhibit.
Industry Guide 7 specifically prohibits attaching technical
studies
to registration statements.
41. Please revise the Exhibit Index to include a specimen stock
certificate and any other instruments defining the rights of
security
holders.  See Item 601 of Regulation S-B.

      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.

	Notwithstanding our comments, when the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from tak