SECURITIES AND
EXCHANGE COMMISSION WASHINGTON, D.C.
20549  FORM 10-KSB/A Amendment No.
1 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the Fiscal Year Ended
October 31, 2007  OR  (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  Commission File No.
  333-143512  TARA MINERALS CORP. (Name of Small
Business Issuer in its charter)  Nevada

Applied
For(State of
incorporation)

(IRS Employer
Identification No.)2162 Acorn
CourtWheaton, IL

60187(Address of
Principal Executive Office)

(Zip
Code)    Registrant's telephone number, including
Area Code:(630) 462-2079 Securities registered pursuant to Section
12(b) of the Act:  None Securities registered pursuant to Section
12(g) of the Act:  None (Title of Class)  Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.  [  ]  Check whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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
       NO [X]  Check if disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the 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. [X]  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  [  ]    No
  [X]  The Companys revenues during the year
ended October 31, 2007 were $-0-.  The aggregate market value of the voting
stock held by non-affiliates of the Company (6,381,000 shares) on December 31,
2007 was -0-.  Documents incorporated by reference: None  As of January 15, 2008,the Company had 37,781,000 issued and outstanding
shares of common stock.  1    NOTE:  This Annual Report on Form 10-KSB is being amended
to correct a typographical error on the signature page.  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION  This report
includes "forward-looking statements". All statements other than statements of
historical facts included in this report, regarding the Companys financial
position, business strategy, plans and objectives, are forward-looking
statements.  Although the Company believes that the expectations reflected
in the forward-looking statements and the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such expectations and assumptions will prove to have been correct.    2    ITEM 1.  BUSINESS  Tara Minerals plans to explore and develop mining properties which
may be productive of copper, lead, zinc and other industrial metals.
  Tara Minerals was incorporated in Nevada on May 12, 2006 and is in
the exploration stage.  Tara Gold Resources Corp., which is also engaged in the
exploration and development of mining properties in Mexico, owns 80% of Tara
Minerals common stock.  The reason Tara Gold formed Tara Minerals was
that, in the opinion of Tara Gold, some investors prefer gold and silver
projects, while others prefer lead, zinc and silver projects.
 Consequently, capital may be easier to obtain by separating gold
properties from industrial metal properties.  In this regard, Tara Gold has
the first right to acquire any gold or silver prospects and Tara Minerals has
the first right to acquire any industrial metal prospects.  At some point in the future Tara Gold may distribute its shares in
Tara Minerals to its shareholders.  By doing so, the shareholders of Tara
Gold will own two public corporations, one of which is involved in the
exploration of gold and silver properties and the other of which is involved in
the exploration of industrial metal properties.  However, there is no
commitment on the part of Tara Gold to distribute its shares in Tara Minerals
and the distribution of these shares may never occur.  Tara Minerals plans to acquire low-cost properties that have the
potential to yield high returns.  After acquiring a property and selecting
a possible exploration area through its own efforts or with others, Tara
Minerals will typically compile reports, past production records and geologic
surveys concerning the area.  Tara Minerals may then undertake a field
exploration program to determine whether the area merits work.  Initial
field exploration on a property normally consists of geologic mapping and
geochemical and/or geophysical surveys, together with selected sampling to
identify host environments that may contain specific mineral occurrences.
 If an area shows promise, geologic drilling programs may be undertaken in
an effort to locate the existence of economic mineralization.  If
mineralization is delineated, further work will be undertaken to estimate ore
reserves, evaluate the feasibility for the development of the mining project,
obtain permits for commercial development, and, if the project appears to be
economically viable, proceed to place the deposit into commercial
production.  The capital required for exploration and development of mining
properties is substantial.  Tara Minerals plans to finance its future
operations through joint venture arrangements with third parties (generally
providing that the third party will obtain a specified percentage of Tara
Minerals interest in a certain property in exchange for the expenditure of a
specified amount), the sale by Tara Minerals of interests in properties, and by
the sale of common stock.  The exploration and development of properties that are joint
ventured with third parties are normally managed by one of the joint venture
participants which is designated as the operator.  The operator of a mining
property generally provides all labor, equipment, supplies and management on a
cost plus fee basis and often must perform specific tasks over a specified time
period.  Separate fees may be charged to the joint venturers by the
operator and, once certain conditions are met, the joint venturers are typically
required to pay the costs in proportion to their interests in the property.   3    Tara Minerals properties will typically consist of a variety of
interests including, properties located in foreign countries and unpatented and
patented claims held under lease or owned by Tara Minerals.  Typically, the
rights to properties which Tara Minerals may acquire will be sub-surface rights
which will allow Tara Minerals to explore for, and if warranted, develop the
property.  See Mexican Mining Laws and Regulations below for information
concerning use of surface rights in Mexico for mining operations.  In connection with the acquisition of a property, Tara Minerals
may conduct limited reviews of title and related matters and obtains certain
representations regarding ownership.  Although Tara Minerals plans to
conduct reasonable investigations (in accordance with standard mining practice)
of the validity of ownership, it may be unable to acquire good and marketable
title to its properties.  Mines have limited lives, which is an inherent risk in the mining
business.  Although Tara Minerals plans to acquire other mining properties,
there is a limited supply of desirable mineral lands available in Mexico where
Tara Minerals would consider conducting exploration and/or production
activities.  In addition, Tara Minerals faces strong competition for new
properties from other mining companies, many of which have substantial financial
resources, and Tara Minerals may be unable to acquire attractive new mining
properties on terms that are considered acceptable.  Tara Minerals owns 99.9% of the capital stock of American Metal
Mining S.A. de C.V., a Mexican corporation.  All of Tara Minerals
operations in Mexico are conducted through American Metal Mining since Mexican
law provides that only Mexican corporations are allowed to own mining
properties.However, when the Pillar de Mocoribo, Don Roman and Lourdes and Las
Nuvias properties were acquired in September and October 2006, American Metal
Mining had not been incorporated.  As a result, the mining properties owned
by Tara Minerals were acquired by Corporacion Amermin, S.A. de C.V., the Mexican
subsidiary of Tara Gold.  These properties were transferred to American
Metal Mining after its formation in December 2006. All references to Tara
Minerals include the operations of American Metal Mining.  As of January 15, 2008 Tara Minerals had a 100% interest in the
mining properties listed below.  Although Tara Minerals believes that each
of these properties has deposits of copper, lead or zinc, the properties are in
the exploratory state, do not have any known reserves, and may never produce any
of these metals in commercial quantities.  The properties are located in the northern part of the La Reforma
Mining District of northeastern Sinaloa, Mexico.  The predominate rocks in
the area are Upper Jurassic-Lower Cretaceous cabonate (limestone) rocks and
Tertiary granitic intrusives.  The La Reforma Mining District has been
mined for more than 300 years, with substantial amounts of precious and base
metals produced from numerous mines. In the opinion of Tara Minerals, the
district has never been properly explored using present day, industry standard,
exploration methods, including geochemistry, geophysics, and geology. Tara
Minerals feels that this area may potentially host base metals that were never
discovered or exploited due in part to market conditions, lack of technology,
and lack of funding.  All of Tara Minerals projects are located approximately 25
kilometres from the town of Choix, Sinaloa, Mexico.  The properties are
accessed by driving a 4x4 vehicle on Sinaloa State  4    maintained roads along the north side of the Rio Fuerte River to
the village of Altamira, located in the center of the La Reforma Mining
District.  From Altamira, the road trends due north to the village of
Mocoribo.  The properties can then be reached by hiking two kilometers from
the village.  In October 2006 Tara Minerals three properties were visited in
the field by a professional geologist with experience in mineral assessment and
property evaluations in Chihuahua, Durango, Sinaloa and Sonora, Mexico.  The proposed exploration program for each property will typically
consist of rock-chip sampling, soil geochemistry, geological mapping, a
geophysical survey, trenching, drilling, and resource calculation.  The
exploration program will take place in phases, with some phases occuring
simultaneously.  Rock chip and soil geochemistry may be initiated first to
test and define the mineralization. This may be followed up with a CSAMT
(Controlled-Source Audio-Frequency Magneto Telluric) to test the extent and
depth of sulfide mineralization those would host copper, lead or zinc.  The
CSAMT is an industry standard geophysical technique that has been used
successfully to identify carbonate deposits in Mexico and other locations.
 Upon completion of the exploration program, and if results are positive, a
drilling program may begin.  Drilling results will then be evaluated and a
mineral resource calculation will be made.  Notwithstanding the above, the
exploration program for each property will depend on a number of factors,
including the propertys particular geological conditions and the extent of any
prior exploration work.  With the exception of the Don Roman and Lourdes concession, as of
January 15, 2008 no equipment, plants or other facilities were located on any of
the properties.  Water and power will be required to further explore and,
if warranted, develop Tara Minerals mining prospects.  Tara Minerals will contract with qualified personnel to conduct
and supervise all aspects of its exploration program.  The exploration programs on the properties will be funded either
through Tara Minerals cash on hand or from operations, proceeds from the sale
of Tara Minerals common stock, or funds obtained from a joint venture
partner.  In Mexico land size is denominated in hectares and weight is
denominated in tonnes.  One hectare is equal to approximately 2.47 acres,
and one tonne is equal to 2,200 pounds.  Pilar de Mocoribo Prospect  The Pilar de Mocoribo prospect was acquired in September 2006 from
an unrelated third party for $800,000 (exclusive of value added tax), which
amount is to be paid in accordance with the following schedule:  2006 $   135,000 2007 235,000 2008 155,000 2009 275,000 $   800,000  5     The Pilar de Mocoribo prospect is 1,260 hectares in size.
 Preliminary evaluation of the property has identified a series of parallel
NE trending mineralized structures that can be traced for more than 300 meters.
 These mineralized structures lie within a complex suite of
volcanic-granitic and sedimentary (carbonate) rocks.  As of January 15, 2008 a preliminary rock-chip sampling program,
at a cost of approximately $9,000 has been completed on the property.  The following shows the timing and estimated cost for the present
exploration plan for this property:  Phase Projected Completion Estimated Cost Mapping and sampling December 2008 $75,000  Don
Roman and Lourdes Concession  The Don Roman and Lourdes concession, comprised of 331 hectares,
was acquired in October 2006 from an unrelated third party for approximately
$522,000, plus value added taxes of approximately $78,000.  The purchase
price was paid in full in January 2007.  Preliminary evaluation of the property has identified an abandoned
mine and extensive sulfide mineralization within a complex suite of
volcanic-granitic and sedimentary rocks.  Detailed surface sampling and road construction have been
completed a cost of approximately $172,000.  Initial technical assessment work has been completed at the
property, including identification of all permits needed to move towards active
mining and assessing options and costs associated with the design of various
mining systems.  Mining and processing equipment have been purchased and a
plant, which will be capable of processing 200 tonnes per day, is being
constructed.  Water rights for the property have been acquired and
negotiations for an electrical substation to supply power to the plant are
underway.  Plant completion and initial production is scheduled for the
second quarter of 2008. The following shows the timing and estimated cost for the present
exploration plan for this property:  Phase Projected Completion Estimated Cost Plant construction, mine preparation and initial production May 2008 $625,000  Las Nuvias Concession  The Las Nuvias prospect is 41 hetares in size and was acquired for
$115,000 in October 2006 from an unrelated third party.  The purchase price
was paid in full in January 2007.   6    Preliminary evaluation of the property has identified an abandoned
prospect with historic vein-type mineralization occurring within an older
complex suite of volcanic-granitic and sedimentary rocks.  As of January 15, 2008 a preliminary rock-chip sampling program,
at a cost of approximately $9,000 has been completed on the property.
 Since this property is directly south of the Don Ramon and Lourdes
concession, Tara Minerals plans to delay any further work on this property
pending further evaluation.  United States Mining Laws and Regulations  In the United States, unpatented mining claims on unappropriated
federal land may be acquired pursuant to procedures established by the Mining
Law of 1872 and other federal and state laws.  These acts generally provide
that a citizen of the United States (including corporations) may acquire a
possessory right to develop and mine valuable mineral deposits discovered upon
unappropriated federal lands, provided that such lands have not been withdrawn
from mineral location, e.g., national parks, military reservations and lands
designated as part of the National Wilderness Preservation System.  The
validity of all unpatented mining claims is dependent upon inherent
uncertainties and conditions.  These uncertainties relate to such
non-record facts as the sufficiency of the discovery of minerals, proper posting
and marking of boundaries, and possible conflicts with other claims not
determinable from descriptions of record.  Prior to discovery of a
locatable mineral thereon, a mining claim may be open to location by others
unless the owner is in possession of the claim.  The domestic exploration programs conducted by Tara Minerals will
be subject to federal, state and local environmental regulations.  The
United States Forest Service and the Bureau of Land Management extensively
regulate mining operations conducted on public lands.  Most operations
involving the exploration for minerals are subject to existing laws and
regulations relating to exploration procedures, safety precautions, employee
health and safety, air quality standards, pollution of stream and fresh water
sources, odor, noise, dust, and other environmental protection controls adopted
by federal, state, and local governmental authorities as well as the rights of
adjoining property owners.  Tara Minerals may be required to prepare and
present to federal, state, or local authorities data pertaining to the effect or
impact that any proposed exploration or production of minerals may have upon the
environment.  All requirements imposed by any such authorities may be
costly and time-consuming, and may delay commencement or continuation of
exploration or production operations.  Future legislation and regulations are expected to continue to
emphasize the protection of the environment, and, as a consequence, the
activities of Tara Minerals may be more closely regulated to further the cause
of environmental protection.  Such legislation and regulations, as well as
future interpretation of existing laws, may require substantial increases in
capital and operating costs to Tara Minerals and may result in delays,
interruptions, or a termination of operations, the extent of which cannot be
predicted.  Mining operations in the United States are subject to inspection
and regulation by the Mine Safety and Health Administration of the Department of
Labor (MSHA) under provisions of the Federal Mine Safety and Health Act of 1977.   7    Tara Minerals operations will also be subject to regulations
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (CERCLA or Superfund), which regulates and establishes
liability for the release of hazardous substances, and the Endangered Species
Act (ESA), which identifies endangered species of plants and animals and
regulates activities to protect these species and their habitats. Tara Minerals
may incur expenditures for land reclamation pursuant to federal and state land
restoration laws and regulations.  Under certain circumstances, Tara
Minerals may be required to close an operation until a particular problem is
remedied or to undertake other remedial actions.  Mexican Mining Laws and Regulations  In Mexico, Article 27 of the Mexican Constitution grants the
ownership of essentially all minerals to the Mexican nation.  The right to
exploit those minerals is given to private parties through concessions issued by
the Mexican government.  The current Mining Law of Mexico was enacted in
1992.  Concessions are granted on mining lots, the sides of which measure
100 meters, or a multiple of 100, except when adjoining lots (granted when there
were no size requirements) require a smaller size.  An exploration
concession is granted to the first applicant that meets the requirements of the
Mining Law, the most important of which is that the claimed area is deemed to be
free land.  Under the Mining Law, areas that are already covered by
mining concessions or applications for mining concessions are not free, as well
as reserved areas such as the coast and the seabed.  Exploration mining concession applications are filed at government
offices.  Exploration concessions are valid for six years and give their
holders the right to carry out exploration work.  While the concessionaire
may keep the minerals obtained in the course of the exploration work, the mine
may not be put into production.  If the concessionaire wishes to continue
exploration work beyond six years, or wishes to go into production, the
concessionaire may, at any time before the expiration of the six year term,
request an exploitation concession, which is valid for 50 years and renewable
once for a similar term. Mining concessions do not grant the holder right to enter or use
the surface land of the mining lots.  It is therefore necessary to obtain
the permission of the surface owner for that purpose.  Typically, a verbal
authorization with no consideration is granted for prospecting and sample
gathering.  A simple letter agreement or contract is normally used for
drilling, trenching, or basic road building.  For more advanced exploration
activities, a small monetary consideration is normally required.  In some
cases the concessionaire is also required to make minor improvements which
benefit the local community such as fixing a road or fence or building an
earthen dam.  Building and operating a mine requires a more formal
agreement.  If an agreement cannot be reached with the surface owner, the
Mining Law gives the concessionaire the right to request a temporary occupation
of the land or an expropriation (or an easement for the construction of roads,
power lines, water pipes, etc.).  Compensation is set through an appraisal
made by the federal government.  A concessionaires most important obligation is the performance of
assessment work on the mining lots.  A minimum amount of assessment work
measured in monetary terms must be performed each year, depending on the size of
the mining lot and, for an exploration mining concession, the number of years
elapsed since its issue, pursuant to minimum investment tables established by
the Mexican government.  Assessment work may be done either through
expenditures or the sale of minerals.  A report must be filed in May of
every year regarding the  8    work for the previous calendar year.  Lack of performance of
the minimum work will result in the cancellation of the concession; payment to
the government in lieu of required assessment of work is not allowed.  Concessionaires must comply with federal environmental regulations
which generally require that mining activities be subject to an environmental
impact statement authorization.  Normally an environmental impact statement
authorization can be obtained in six to twelve months from the date of its
filing.  However, mining operations which do not exceed levels established
by the Mexican government are not required to file an environmental impact
statement.  The Mining Law forbids concessionaires from removing mine
timbering and supports and requires compliance with all safety rules promulgated
by the Mexican government.  Mexican and foreign individuals, as well as Mexican corporations,
are allowed to hold mining concessions.  Although foreign corporations may
not hold mining concessions, foreign corporations may, however, own Mexican
corporations.  General  Tara Minerals offices are located at 2162 Acorn Court, Wheaton,
IL 60187 and consist of approximately 150 square feet of office space are
supplied free of charge by Francis Richard Biscan, Jr., the President of Tara
Minerals.  As of January 15, 2008 the only employees of Tara Minerals were
its two officers.  Tara Minerals website is www.taraminerals.com.   ITEM 2.
  DESCRIPTION OF PROPERTY  See Item 1.   ITEM 3.
  LEGAL PROCEEDINGS.  Tara Minerals is not involved in any legal proceedings and Tara
Minerals does not know of any legal proceedings which are threatened or
contemplated.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.  Not Applicable       9    ITEM
5. MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS.  Tara Minerals common stock is not quoted on any exchange and
there is no public trading market for its shares.  As of January 15, 2008, Tara Minerals had 37,781,000 outstanding
shares of common stock and 73 shareholders.  Except for the options shown
in Item 10 of this report, Tara Minerals does not have any outstanding options,
warrants or other arrangements providing for the issuance of additional shares
of its capital stock.  All of the outstanding shares of Tara Minerals are restricted
securities and may be sold in accordance with Rule 144 of the Securities and
Exchange Commission.  Up to 6,581,000 of these shares may also be sold by
means of a registration statement on Form SB-2 which Tara Minerals filed with
the Securities and Exchange Commission.  Holders of common stock are entitled to receive dividends as may
be declared by the Board of Directors. Tara Minerals Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.   ITEM
6. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION  Tara Minerals was incorporated on May 12, 2006.  During the
period from its incorporation through October 31, 2007 Tara Minerals did not
generate any revenue and incurred $124,170 in exploration expenses and
$2,121,106 in operating and general administration expenses.  Included in
operating and general and administrative expenses is a non-cash charge of
$1,164,173 pertaining to the issuance of stock options.  Between December 2006 and February 2007 Tara Minerals raised
$2,540,000 from the sale of 5,081,000 shares of its common stock to private
investors.  In January 2008 Tara Minerals issued 1,200,000 shares of its
common stock to an unrelated third party for mining equipment.  Tara Minerals plan of operation is described in Item 1 of this
report.  Tara Minerals anticipates that its capital requirements during the
year ending December 31, 2008 will be:  Exploration
and Development  Pilar de Mocoribo property 75,000 Property
payments and taxes  Pilar de Mocoribo property 322,000 Exploration and Development  Don Ramon property 625,000 Exploration and Development  Las Nuvias property 25,000 General and administrative expenses 275,000 Total 1,322,000  10    Tara Minerals has started construction on a plant which will
have the capability of processing 200 tonnes of material a day from the Don
Roman and Lourdes prospect.  Tara Minerals believes that its cash on hand will satisfy its
working capital needs until August 2008.   After that time, Tara
Minerals will need to obtain additional capital if it is unable to generate
sufficient cash from its operations or find joint venture partners to fund all
or part of its exploration and development costs.  Tara Minerals future plans will be dependent upon the amount of
capital available to Tara Minerals, the amount of cash provided by its
operations, and the extent to which Tara Minerals is able to have joint venture
partners pay the costs of exploring and developing its mining properties.  Tara Minerals anticipates that it will need to hire 20 new
employees during the twelve-month period ending December 31, 2008.  Tara Minerals does not have any commitments or arrangements from
any person to provide Tara Minerals with any additional capital.  If
additional financing is not available when needed, Tara Minerals may continue to
operate in its present mode or Tara Minerals may need to cease operations.
 Tara Minerals does not have any plans, arrangements or agreements to sell
its assets or to merge with another entity.  See Note 1 to the financial statements included as part of this
report for a description of Tara Minerals accounting policies and recent
accounting pronouncements.   ITEM 7. FINANCIAL STATEMENTS  See the
financial statements attached to this report.   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.  None.   ITEM 8A. CONTROLS AND PROCEDURES  Francis Richard Biscan, Jr., Tara Minerals Chief Executive
Officer and Clifford A. Brown, Tara Minerals Principal Financial Officer, has
evaluated the effectiveness of Tara Minerals disclosure controls and procedures
(as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the
end of the period covered by this report, and in their opinion Tara Minerals
disclosure controls and procedures are effective.  There were no changes in
Tara Minerals internal controls over financial reporting that occurred during
the fiscal quarter that have materially affected, or are reasonably likely to
materially affect, Tara Minerals internal control over financial reporting.    11    ITEM
9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS  Name Age Position  Francis R. Biscan 46 President, Chief Executive Officer and a Director Clifford A. Brown 56 Principal Financial Officer and a Director  The directors of Tara Minerals serve in such capacity until the
first annual meeting of Tara Minerals shareholders and until their successors
have been duly elected and qualified.  The officers of Tara Minerals serve
at the discretion of Tara Minerals directors.  The principal occupations of Tara Minerals officers, directors
and consultants, during the past several years, are as follows:  Francis Richard Biscan Jr. has been an officer and director
of Tara Minerals since May 2006.  Between 1997 and August 2003 Mr. Biscan
was an independent financial consultant, providing advice to public and private
companies in the areas of capital formation and mergers and acquisitions.
 Mr. Biscan has also been an officer and director of Tara Gold Resources
Corp. since August 2003.  Clifford A. Brown has been an officer and director of Tara
Minerals since May 2006.  Since 1989 Mr. Brown has been the President of
Clifford A. Brown and Co., a firm which provides accounting and consulting
services and sells accounting software.  Since 1993 Mr. Brown has served as
the treasurer and Board member of Restoration Ministries, Inc., a non-profit
corporation with 33 different ministries in Chicago.  Mr. Brown has also
been an officer and director of Tara Gold Resources Corp. since November 2004.
 Mr. Brown has been a certified public accountant since 1981.  Tara Minerals does not have a compensation committee.  Tara
Minerals Board of Directors serves as its Audit Committee.  Clifford A.
Brown is Tara Minerals financial expert.  Since Mr. Brown is an officer
and director of Tara Minerals, Mr. Brown is not independent as that term is
defined in section 121(A) of the listing standards of the American Stock
Exchange.  None of Tara Minerals directors are independent as that term is
defined in section 121(A) of listing standards of the American Stock
Exchange.  Tara Minerals has adopted a Code of Ethics applicable to its
principal executive, financial, and accounting officers and persons performing
similar functions.  ITEM
10.  EXECUTIVE COMPENSATION  The following table shows the compensation paid or accrued during
the year ended October 31, 2007 to the executive officers of Tara Minerals.      12     All OtherStock
Option
AnnualFiscal
Salary
Bonus
Awards
Awards
CompensationName and Principal Position
Year
(1)
(2)
(3)
(4)
(5)
TotalFrancis R. Biscan,
2007
-
-
-
$873,130
-
$873,130President andChief Executive OfficerClifford A. Brown,
2007
-
-
-
$291,043
-
$291,043Principal Financial Officer  (1) The dollar value of base salary (cash and non-cash) received. (2) The dollar value of bonus (cash and non-cash) received. (3) During the periods covered by the table, the value of Tara
Minerals shares issued as compensation for services to the persons listed in
the table. (4) The value of all stock options granted during the periods covered
by the table.  See Note 7 to the financial statements included as part of
this report for details concerning the assumptions used in determining the value
of these options.  See the Stock Option and Bonus Plans - Summary section
below for other information concerning these stock options. (5) All other compensation received that Tara Minerals could not
properly report in any other column of the table.  Tara Minerals does not have an employment agreements with any of
its officers.  The following shows the amounts which Tara Minerals expects to pay
to its officers during the twelve month period ending December 31, 2008, and the
time these persons plan to devote to Tara Minerals business.  Tara
Minerals does not have employment agreements with any of its officers.  Proposed
Time to be
Devoted toName
Compensation
Tara Minerals BusinessFrancis Richard Biscan, Jr.
$60,000
20 hours / weekClifford A. Brown
$24,000
20 hours / week
   Long-Term Incentive Plans.  Tara Minerals does not
provide its officers or employees with pension, stock appreciation rights,
long-term incentive or other plans and has no intention of implementing any of
these plans for the foreseeable future.  Employee Pension, Profit Sharing or other Retirement Plans.
 Tara Minerals does not have a defined benefit, pension plan, profit
sharing or other retirement plan, although it may adopt one or more of such
plans in the future.  Compensation of Directors.  Tara Minerals directors
did not receive any compensation for their services as directors during the
fiscal year ended October 31, 2007.     13    Stock
Option and Bonus Plans  Tara Minerals has adopted stock option and stock bonus plans.
 A summary description of these plans follows.  In some cases these
Plans are collectively referred to as the Plans.  Incentive Stock Option Plan.  Tara Minerals Incentive
Stock Option Plan authorizes the issuance of shares of Tara Minerals common
stock to persons that exercise options granted pursuant to the Plan.  Only
Tara Minerals employees may be granted options pursuant to the Incentive Stock
Option Plan.  The option exercise price is determined by Tara Minerals
directors but cannot be less than the market price of Tara Minerals common
stock on the date the option is granted.  Non-Qualified Stock Option Plan.  Tara Minerals
Non-Qualified Stock Option Plan authorizes the issuance of shares of Tara
Minerals common stock to persons that exercise options granted pursuant to the
Plan.  Tara Minerals employees, directors, officers, consultants and
advisors are eligible to be granted options pursuant to the Plan, provided
however that bona fide services must be rendered by such consultants or advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction.  Stock Bonus Plan.  Tara Minerals Stock Bonus Plan
allows for the issuance of shares of common stock to its employees, directors,
officers, consultants and advisors.  However bona fide services must be
rendered by the consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.  Summary.  The following lists, as of January 15, 2008,
the options granted pursuant to the Plans.  Each option represents the
right to purchase one share of Tara Minerals common stock.  Total
SharesShares
Reserved for
Shares
RemainingReserved
Outstanding
Issued as
Options/SharesName of Plan
Under Plans
Options
Stock Bonus
Under PlansIncentive Stock
Option Plan
1,000,000
-
N/A
1,000,000Non-Qualified Stock
Option Plan
2,000,000
1,000,000
N/A
1,000,000Stock Bonus
Plan
750,000
N/A
-
750,000       Tara Minerals stock option and bonus plans have not been approved
by its shareholders.  The following lists the unexercised options which were outstanding
as of January 15, 2008 and held by the Tara Minerals officers and directors.
 All of the options listed below were granted on February 1, 2007 pursuant
to Tara Minerals Non-Qualified Stock Option Plan.  Shares underlyingunexercised options which are
Exercise
ExpirationName
Exercisable
Unexercisable
Price
DateFrancis Richard Biscan, Jr.
750,000
-
$0.05
2/01/10Clifford A. Brown
250,000
-
$0.05
2/01/10   14    Transactions
with Related Parties  The following table lists all shares of Tara Minerals common
stock, which have been sold as of January 15, 2008.  NumberShareholder
of
Shares
Date
ConsiderationTara Gold Resources Corp
30,000,000
5/25/06
$300Qualico Capital Corp
1,500,000
1/30/07
Investor relations servicesPrivate Investors
5,081,000
12/06 to 2/07
$0.50 per shareNorthern Development Ltd
1,200,000
1/09/08
Mining equipment  Tara Gold Resources Corp., the controlling shareholder of Tara
Minerals, is also engaged in the exploration and development of mining
properties in Mexico.  Tara Gold Resources will have the first right to
acquire any gold or silver mining prospects.  Tara Minerals will have the
first right to acquire any mining prospect which may be productive of metals
other than gold or silver.  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT  The following table lists, as of January 15, 2008, those persons
owning beneficially 5% or more of Tara Minerals common stock, the number and
percentage of outstanding shares owned by each director and officer of Tara
Minerals and by all officers and directors as a group.  Unless otherwise
indicated, each owner has sole voting and investment powers over his shares of
common stock.  Name and Address
Number of Shares (1)
Percent of ClassFrancis Richard Biscan, Jr. (2)
750,000
2%2162 Acorn CourtWheaton, IL 60187Clifford A. Brown (2)
250,000
0.6%313 Arbor AvenueWest Chicago, IL
60185Tara Gold Resources
Corp. (2)
30,000,000
79%2162 Acorn
CourtWheaton, IL
60187All officers and directors as a
group (2 persons)
1,000,000
2.6%
  (1) Includes shares issuable upon the exercise of options held by the
following persons:  Shares Issuable Upon Name Exercise of Options Francis Richard Biscan, Jr. 750,000 Clifford A. Brown 250,000  15    (2) Francis Richard Biscan, Jr., and Clifford A. Brown control Tara
Gold Resources Corp.   ITEM 12.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  The following table lists all shares of Tara Minerals common
stock, which have been sold as of January 15, 2008.  NumberShareholder
of Shares
Date
ConsiderationTara Gold Resources Corp.
30,000,000
5/25/06
$300Qualico Capital Corp
1,500,000
1/30/07
Investor relations servicesPrivate Investors
5,081,000
12/06 to 2/07
$0.50 per shareNorthern Development Ltd
1,200,000
1/09/08
Mining equipment  Tara Gold Resources Corp., the controlling shareholder of Tara
Minerals, is also engaged in the exploration and development of mining
properties in Mexico.  Tara Gold Resources will have the first right to
acquire any gold or silver mining prospects.  Tara Minerals will have the
first right to acquire any mining prospect which may be productive of metals
other than gold or silver.  ITEM 13.
 EXHIBITS  Exhibit Number Exhibit Name 3.1 Articles of Incorporation * 3.2 Bylaws * 4.1 Incentive Stock Option Plan * 4.2 Non-Qualified Stock Option Plan * 4.3 Stock Bonus Plan * 10.1 Acquisition Agreement  Pilar de Mocoribo property * 10.2 Acquisition Agreement  Don Ramon property * 10.3 Acquisition Agreement  Las Nuvias property * 10.4 Consulting Agreement with Qualico Capital * 10.5 Assignments of mining properties * 10.6 Equipment Purchase Agreement, dated October 3, 2007 ** 21 Subsidiaries * 31.1 Rule 13a-14(a) Certifications ** 31.2 Rule 13a-14(a) Certifications ** 32 Section 1350 Certifications **  * Incorporated by reference to the same exhibit filed with the
Companys registration statement on Form SB-2 (File #333-143512) ** Filed
herewith  16      ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  Mendoza Berger & Company, LLP. audited Tara Minerals
financial statements for the years ended October 31, 2007 and 2006.  The
following table shows the aggregate fees billed to Tara Minerals during the
years ended October 31, 2007 and 2006 by Mendoza Berger.  2007
2006Audit Fees
$
    72,750
$
         2,878Audit-Related Fees
$
              0
$
                0Financial Information
Systems
$
              0
$
                 0Design and Implementation
Fees
$
             0
$
                 0Tax Fees
$
         275
$
                0All Other Fees
$
             0
$
                0
  Audit
fees represent amounts billed for professional services rendered for the audit
of Tara Minerals annual financial statements and the review of Tara Golds
interim financial statements.  Before Mendoza Berger was engaged by Tara
Gold to render these services, the engagement was approved by Tara Minerals
Directors.   17          TARA
MINERALS CORP. AND SUBSIDIARY (A
Subsidiary of Tara Gold Resources Corp.) (An
Exploration Stage Company)  CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEAR ENDED OCTOBER 31, 2007, THE
PERIOD ENDED OCTOBER 31, 2006 And THE
PERIOD FROM INCEPTION (MAY 12, 2006) THROUGH OCTOBER 31, 2007    18      TARA
MINERALS CORP. AND SUBSIDIARY (A
Subsidiary of Tara Gold Resources Corp.) (An
Exploration Stage Company) Contents  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
F -
1FINANCIAL
STATEMENTS:Consolidated
Balance Sheets
F -
2Consolidated
Statements of Operations and Comprehensive Loss
F -
3Consolidated
Statement of Stockholders Equity
F -
4Consolidated
Statements of Cash Flows
F -
5Notes
to the Consolidated Financial Statements
F -
7        19        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To
the Board of Directors and Stockholder of
Tara Minerals Corp. and Subsidiary  We
have audited the accompanying consolidated balance sheets of Tara Minerals Corp.
(a Nevada corporation) as of October 31, 2007 and 2006, and the related
consolidated statements of operations and comprehensive loss, stockholders'
equity, and cash flows for the year ended October 31, 2007, from the period from
Inception (May 12, 2006) through October 31, 2006, and for the period from
Inception (May 12, 2006) through October 31, 2007.  These consolidated
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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated 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
audits 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 includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.  In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tara Minerals Corp
as of October 31, 2007 and 2006, and the results of its operations and its cash
flows for the year ended October 31, 2007, the period from Inception (May 12,
2006) through October 31, 2006, and for the period from Inception (May 12, 2006)
through October 31, 2007, in conformity with accounting principles generally
accepted in the United States of America.  Mendoza Berger & Company, LLP   /s/ Mendoza Berger & Company LLP  Irvine, California December 28, 2007  F-1      TARA
MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS  October 31,
October 31,Assets
2007
2006Current assets:Cash and cash equivalents
$
               953,321
$
                   -Recoverable value added taxes
278,030
-Other receivables
4,894
-Due from related parties, net
411,590
-Prepaid assets
6,903
-Total
current assets
1,654,738
-Construction in Progress
9,480
-Land
19,590
-Property, equipment and mine development, net of
accumulated depreciation of $16,782 and $0 at October 31, 2007 and 2006,
respectively
1,540,271
-Total
assets
$
            3,224,079
$
                   -Liabilities and stockholders equityCurrent liabilities:Accounts payable
$
                   5,854
$
                   -Accrued expenses
9,500
-Due to related parties, current portion
502,060
-Total
current liabilities
517,414
-Due to related parties, non-current portion
461,400
-Total
liabilities
978,814
-Minority Interest
-
-Commitments and contingencies
-
-Stockholders equity:Common stock: $.001 par value; authorized
75,000,000 shares; issued
and outstanding:  36,581,000
and 30,000,000 shares  at October 31,
2007 and 2006,
respectively
36,581
30,000Additional paid-in capital
4,418,092
(30,000)Deficit accumulated during exploration stage
(2,220,782)
-Other comprehensive income
11,374
-Total
stockholders equity
2,245,265
-Total
liabilities and stockholders equity
$
            3,224,079
$
                   -  See Accompanying Notes to
these Financial Statements.   F-2      TARA
MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS   From
FromFor the
Inception
InceptionYear ended
May 12. 2006 to
May 12, 2006 toOctober 31,
October 31,
October 31,2007
2006
2007Mining revenues:
$
                 -
$
                     -
$
                 -Cost of revenue:Exploration expenses
124,170
-
124,170Operating, general, and
administrative expenses:Other
operating, general, and administrative expenses
2,121,106
-
2,121,106Total
operating, general, and administrative expenses
2,121,106
-
2,121,106Net
operating loss
(2,245,276)
-
(2,245,276)Non-operating
(income) expense:Interest
(income)
(24,813)
-
(24,813)Other
(income)
(12)
-
(12)Interest
expense
336
-
336(24,489)
-
(24,489)Minority
interest
(5)
-
(5)Net loss
(2,220,782)
-
(2,220,782)Other comprehensive income:Foreign
currency translation
11,374
-
11,374Comprehensive
loss
$ (2,209,408)
$
                      -
$  (2,209,408)Net loss per share, basic
and diluted
$
         (0.07)
$
                      -Weighted average number of
shares
30,896,356
30,000,000         See
Accompanying Notes to these Financial Statements.  F-3


TARA
MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) CONSOLIDATED Statement of stockholders
EQUITY (Unaudited)   Other
AccumulatedCommon Stock
Additional
Comprehensive
Deficit DuringShares
Amount
Paid In Capital
Income
Exploration Stage
TotalBalance at inception
(May 12, 2006 )
-
$
             -
$
                        -
$
                       -
$
                          -
$
                        -Founders shares, issued
October 31, 2006
30,000,000
30,000
(30,000)
-
-
-Net income
-
-
-
-
-
-Balance at October 31, 2006
30,000,000
30,000
(30,000)
-
-
-Common stock sold for cash
5,081,000
5,081
2,535,419
-
-
2,540,500Common stock issued for services
1,500,000
1,500
748,500
-
-
750,000Stock based compensation (stock options)
-
-
1,164,173
-
-
1,164,173Foreign currency translation
-
-
-
11,374
-
11,374Net loss
-
-
-
-
(2,220,782)
(2,220,782)Balance at October 31, 2007
36,581,000
$
   36,581
$
         4,418,092
$
            11,374
$
           (2,220,782)
$
          2,245,265   See Accompanying Notes to
these Financial Statements   F-4





TARA
MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS   From
Inception
From
InceptionFor the Year
ended
October
31,
May 12, 2006
through
October
31,
May 12, 2006
through
October
31,2007
2006
2007Cash flows
from operating activities:Net
loss
$
      (2,220,782)
$
                             -
$
              (2,220,782)Adjustments
to reconcile net loss to net cash used in
operating
activities:Depreciation
16,782
-
16,782Stock
based compensation
1,164,173
-
1,164,173Common
stock paid for services
750,000
-
750,000Changes
in assets and liabilities:Minority
interest
5
-
5(Increase)
in recoverable value added taxes
(71,815)
-
(71,815)(Increase)
in other receivables
(4,894)
-
(4,894)(Increase)
in prepaid expenses
(6,903)
-
(6,903)Increase
in accounts payable
5,854
-
5,854Increase
in accrued expenses
9,500
-
9,500Net
cash used in operating activities
(358,080)
-
(358,080)Cash flows
from investing activities:Acquisition
of land
(19,590)
-
(19,590)Payments
made for construction in progress
(9,480)
-
(9,480)Acquisition
of machinery
(8,282)
-
(8,282)Net
cash used in investing activities
(37,352)
-
(37,352)Cash flows
from financing activities:Cash
from the sale of common stock
2,540,500
-
2,540,500Payments
toward equipment financing
(160,026)
-
(160,026)Change
in due to/from related parties, net
(1,043,090)
-
(1,043,090)Minority
interest in net assets of subsidiary
(5)
-
(5)Net
cash provided by financing activities
1,337,379
-
1,337,379Effect of
exchange rate changes on cash
11,374
-
11,374Cash and cash
equivalents:Net
increase (decrease)
953,321
-
953,321Beginning
of period
-
-
-End of
period
$
                  953,321
$
                             -
$
                 953,321  See
Accompanying Notes to these Financial Statements.


F-5


TARA
MINERALS CORP.AND SUBSIDIARY (A  Subsidiary of Tara Gold
Resources Corp.) (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (CONTINUED)  From Inception
From InceptionFor the Year ended
October 31,
May 12, 2006
through
October 31,
May 12, 2006
through
October 31,2007
2006
2007SUPPLEMENT
DISCLOSURE OF CASHFLOW
INFORMATIONInterest
paid
$
                              -
$
                            -
$
                              -Income
taxes paid
$
                              -
$
                            -
$
                              -NON-CASH
TRANSACTIONSAcquisition
of property and equipment through debt
$
                  167,072
$
                            -
$
                  167,072Purchase
of mining concession paid by debt to
related
party plus capitalized interest
$
               1,381,700
$
                            -
$
               1,381,700Recoverable
value-added taxes incurred through
additional
debt and due to related party
$
                  206,215
$
                            -
$
                  206,215Stock-based
compensation
$
               1,164,173
$
                            -
$
               1,164,173    See
Accompanying Notes to these Financial Statements.


F-6    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS  Note
1. Nature
of Business and Significant Accounting Policies  Nature of business and principles of consolidation:  Tara
Minerals Corp. (the Company) was organized May 12, 2006 under the laws of the
State of Nevada. The Company currently is engaged in the acquisition,
exploration and development of mineral resource properties in Mexico.  The
Company owns 99.9% of common stock of American Metal Mining, S.A. de C.V. (the
subsidiary), which was established in December 2006 and operates in México.
The Company currently has no revenue-producing operations and, in accordance
with Statement of Financial Accounting Standard (SFAS) No. 7, Accounting and
Reporting by Development Stage Enterprises, is considered an Exploration
Stage Company.  The
Company uses an October 31 year end while its subsidiary uses a December 31 year
end. These differences are accounted for and reconciled in consolidation.  Tara
Minerals Corp. is also the wholly-owned subsidiary of Tara Gold Resources Corp.,
a publicly traded company listed on the pink sheets of the U.S. public
securities market.  The consolidated financial statements include the financial
statements of the Company and its 99.9% owned subsidiary. All amounts are in
U.S. dollars unless otherwise indicated. All significant inter-company balances
and transactions have been eliminated in consolidation.  The subsidiarys functional currency is the Mexican Peso. As a
result, the financial statements of the subsidiary have been re-measured from
Mexican pesos into U.S. dollars using (i) current exchange rates for monetary
asset and liability accounts, (ii) historical exchange rates for non-monetary
asset and liability accounts, (iii) historical exchange rates for revenues and
expenses associated with non-monetary assets and liabilities and (iv) the
weighted average exchange rate of the reporting period for all other revenues
and expenses. In addition, foreign currency transaction gains and losses
resulting from U.S. dollar denominated transactions are eliminated. The
resulting re-measurement loss is recorded to other comprehensive income.  Current and historical exchange rates are not indicative of what
future exchange rates will be and should not be construed as such.  Relevant exchange rates used in the
preparation of the financial statements for the subsidiary are as follows for
the year ended October 31, 2007 (Mexican peso per one U.S. dollar). There were
no foreign currency transactions for theyear
ended October 31, 2006.  October 31, 2007Current
exchange rate
Ps.
10.7198Weighted
average exchange rate for the period ended
Ps.
10.9300
  Other
comprehensive income for the years ended October 31, 2007 and 2006 is $11,374
and $0, respectively.       F-7   TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS   A
summary of the Companys significant accounting policies is as follows:  Estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.  Cash
and Cash Equivalents  For
the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents.  There were no
cash equivalents as of October 31, 2007 or October 31, 2006.  Property
and Equipment and Mining Concessions  Mining
concessions and acquisitions, exploration and development costs relating to
mineral properties will be deferred until the properties are brought into
production, at which time they will be amortized on the unit of production
method based on estimated recoverable reserves. If it is determined that the
deferred costs related to a property are not recoverable over its productive
life, those costs will be written down to fair value as a charge to operations
in the period in which the determination is made. The amounts at which mineral
properties and the related deferred costs are recorded do not necessarily
reflect present or future values.  The
recoverability of the book value of each property will be assessed annually for
indicators of impairment such as adverse changes to any of the following:  
estimated recoverable ounces of gold, silver or other precious minerals 
estimated future commodity prices 
estimated expected future operating costs, capital expenditures and reclamation expenditures  A
write-down to fair value will be recorded when the expected future cash flow is
less than the net book value of the property or when events or changes in the
property indicate that carrying amounts are not recoverable.  This analysis
will be completed as needed, and at least annually.  As of the date of this
filing no events have occurred that would require write-down of any assets.  Certain
mining plant and equipment included in mine development and infrastructure will
be depreciated on a straight-line basis over their estimated useful lives from 3
 7 years.  Other
non-mining assets will be recorded at cost and depreciated on a straight-line
basis over their estimated useful lives from 3  7 years.  The
carrying amounts of the groups assets will be reviewed at each balance sheet
date to determine whether there is any indication of impairment. If such
indication of impairment exists, the assets recoverable amount will be reduced
to its estimated fair value. As of October 31, 2007 no indications of impairment
existed.   F-8    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS   Revenue
recognition  Revenue
from the sale of bullion, concentrate and industrial metals will be recognized
when ownership passes to the purchaser at which time the following conditions
are met:  i) persuasive
evidence that an agreement exists. ii) the
risks and rewards of ownership pass to the purchaser including delivery of the
product. iii) the
selling price is fixed and determinable. iv) collectivity
is reasonably assured.  Reclamation
and remediation costs (asset retirement obligations)  In
August 2001, the FASB issued Statements of Financial Accounting Standards (SFAS)
No. 143, Accounting for Asset Retirement Obligations, which established
a uniform methodology for accounting for estimated reclamation and abandonment
costs. The statement was adopted January 1, 2004. Reclamation costs are
allocated to expense over the life of the related assets and are periodically
adjusted to reflect changes in the estimates present value resulting from the
passage of time and revisions to the estimates of either the timing or amount of
the reclamation and abandonment costs.  Future
remediation costs for reprocessing plant and buildings are accrued based on
managements best estimate at the end of each period of the undiscounted costs
expected to be incurred at a site. Such cost estimates include, where
applicable, ongoing care, maintenance and monitoring costs. Changes in estimates
are reflected in earnings in the period an estimate is revised.  There were
no reclamation and remediation costs accrued as of October 31, 2007 or October
31, 2006.  Exploration
expenses  Exploration
costs not directly associated with proving reserves on our mining concessions
are charged to operations as incurred.  Stock-based
compensation  The Company adopted SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)), on May 12, 2006, which requires the measurement
and recognition of compensation expense for all share-based awards made to
employees and directors, including employee stock options and shares issued
through its employee stock purchase plan, based on estimated fair values.  Income
taxes  Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109 Accounting for Income Taxes. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis.  Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.  F-9    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS   In
July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109, Accounting for Income
Taxes.  FIN 48 prescribes a minimum recognition threshold and
measurement attribute for the financial statement recognition of a tax position
taken or expected to be taken in a tax return.  FIN 48 also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition for tax related
positions.  FIN 48 becomes effective for the Company on
January 1, 2007.  The Company is currently in the process of
determining the effect, if any, the adoption of FIN 48 will have on the
consolidated financial statements  Net
loss per common share  Net
loss per share is calculated in accordance with SFAS No. 128, Earnings Per
Share.  The weighted-average number of common shares outstanding
during each period is used to compute basic loss per share.  Diluted loss
per share is computed using the weighted averaged number of shares and dilutive
potential common shares outstanding.  Dilutive potential common shares are
additional common shares assumed to be exercised.  Basic
net loss per common share is based on the weighted average number of shares of
common stock outstanding since inception.  As of October 31, 2007 and
October 31, 2006 the Company had no potentially dilutive common shares.  Recent
Accounting Pronouncements  In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsan amendment of ARB No. 51(SFAS No. 160). SFAS 160 requires companies with noncontrolling interests
to disclose such interests clearly as a portion of equity but separate from the
parents equity. The noncontrolling interests portion of net income must also
be clearly presented on the Income Statement. SFAS 160 is effective for
financial statements issued for fiscals years beginning after December 15, 2008
and will be adopted by the Company in the first quarter of fiscal year 2009. We
do not expect that the adoption of SFAS 160 will have a material impact on our
financial condition or results of operation.  In December 2007, the FASB issued SFAS No. 141 (R), Business
Combinations (revised 2007) (SFAS No. 141 (R)). SFAS 141 (R) applies the
acquisition method of accounting for business combinations established in SFAS
141 to all acquisitions where the acquirer gains a controlling interest,
regardless of whether consideration was exchanged. Consistent with SFAS 141,
SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of
the acquiree and record goodwill on bargain purchases, with main difference the
application to all acquisitions where control is achieved. SFAS 141 (R) is
effective for financial statements issued for fiscal years beginning after
December 15, 2008 and will be adopted by the Company in the first quarter of
fiscal year 2009. We do not expect that the adoption of SFAS 160 will have a
material impact on our financial condition or results of operation.  F-10    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS   Note
2. Property,
equipment and mine development October 31,
2007
October 31,
2006Land
$
            19,590
$
                      -Mining
concessions:Pilar (a)
$
          759,960
$
                      -Don Ramon (b)
521,739
-Las Nuvias (c )
100,000
-Mining
concession
1,381,699
-Machinery and
equipment
175,354
-1,557,053
-Less  accumulated
depreciation
(16,782)
-$
       1,540,271
$
                      -
  a. In
September 2006 another subsidiary of Tara Gold Resources Corp., the Companys
parent, acquired the Pilar de Mocribo Prospect (Pilar) from an unrelated third
party for $800,000 plus $120,000 of value added tax.  This property was
then assigned to the Company in January 2007.  The Company is required to
repay the other subsidiary of its parent for this mining concession as follows
(including the applicable value added tax):  Fiscal
Year2007
$
                      -2008
322,0002009
471,500$
          793,500
  In accordance with Accounting Principles Board Opinion 21
Interest on Receivables and Payables (APB21), the future payments of
the total payment amount of $800,000 has been discounted using the incremental
borrowing rate of 5.01%. As of October 31, 2007, the present value of future
payments is as follows:  Debt

IVAT

TotalTotal Debt
$
   690,000

$
      103,500

$
     793,500Imputed interest
(40,039)

-

(40,039)Present value of future
payments
649,961

103,500

753,461Less: current portion
(250,061)

(42,000)

(292,061)$
  399,900

$
        61,500

$
     461,400
   b.   On January 8, 2007 the Company amended its
October 2006 agreement to acquire the Don Ramon Prospect (Don Ramon) from an
unrelated third party for $521,739 plus $78,261 of value added tax.  The
purchase price was paid in full in January 2007.  This property was
assigned to the Company in January 2007 by the Companys parent. In October
2007, the Company purchased five hectares of land adjacent to the Don Ramon
property to build a mill, equipment yard, and campsite for construction and
mining. Construction activities on this land began in late October.    F-11    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS    c. On
January 8, 2007 the Company amended its October 2006 agreement to acquire the
Las Nuvias Prospect (Las Nuvias) for $100,000 plus $15,000 of value added tax
from an unrelated third party.  The purchase price was paid in full in
January 2007.  This property was assigned to the Company in January 2007 by
the Companys parent.  Note
3. Income
Taxes We
did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carry forwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carry forward
period. The total net operating loss to be carried forward at October 31, 2007
is $759,810. The
components of the Companys deferred tax asset as of October 31, 2007 and
October 31, 2006 are as follows: 2007
2006Net operating loss carry forward
$
         760,000
$
            -Valuation allowance
(760,000)
-Net deferred tax asset
$
                    -
$
            -
 A
reconciliation of the statutory income taxes rates and the effective rate is as
follows: 2007
2006Tax at statutory rate (blended US and MX)
34%
34%Valuation allowance
(34%)
(34%)-
-
  The
net federal operating loss carry forward will expire in 2026.  This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381 or certain ownership changes, as defined in IRC Section 382. Note
4. Related
Party Transactions  The
Company is a subsidiary of Tara Gold Resources Corp.  As of April 30, 2007
another subsidiary of Tara Gold Resources Corp., Corporacion Amermin, S.A. de
C.V. (Amermin), made the arrangements to purchase all properties listed in
Note 2.  These properties were assigned to the Companys subsidiary
American Metal Mining, S.A. de C.V (American Metal Mining) as of January 2007.
 American Metal Mining will make payments to Amermin and Amermin will make
payments related to the original purchase agreement for the Pilar mining
concession described in note 2a above.  Due to related parties, both
current and non-current portions for Pilar, is $793,500 as of October 31,
2007.  In
January 2007, Amermin paid the entire balance of Don Ramon and Las Nuvias
concessions described in notes 2b and 2c above.  Per the assignment
agreement, transferring the property to American Metal Mining, the Company will
make payments to Amermin to repay for the amounts paid plus related IVAT.
 As of October 31, 2007 the Company owed Amermin $210,000, which is
included in the Due to related parties, current portion.   F-12    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS     As
of October 31, 2007, the Company lent $411,590 in cash to related parties in the
form of short-term loans. The receivables, denoted as due from related parties
on the balance sheet, accrue no interest and are payable on November 30, 2007.
As of December 1, 2007, the loans were modified to include an extension for
repayment for an additional six-months and an annual interest rate of 6.5%.
 As of November 30, 2007, approximately $1,900 has been repaid.  There
were no related party transactions as of October 31, 2006.  An
officer of the corporation provides office services without charge.  Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein.  American Metal Mining shares office space with Amermin
in Mexico at no charge.  These costs are also immaterial.  Note
5. Commitments
and Contingencies.  In
October of 2007, the Company entered into an agreement with an independent third
party to purchase construction equipment for the development and operation of
the Don Ramon Property. Pursuant to this agreement, the Company will issue
1,200,000 shares of common stock at a fair value of $600,000. As of October 31,
2007, no shares have been issued. The Company will issue these shares when all
equipment is delivered and received.  Note
6. Stockholders
Equity  The
authorized common stock of the Company consists of 75,000,000 shares with par
value of $0.001. On October 31, 2006 the Company issued 30,000,000 shares of its
$0.001 par value common stock as Founders shares to its parent company.  On
November 28, 2006, the Company authorized a private placement of its common
stock of up to 6,000,000 shares of stock at $0.50 per share for a total of
$3,000,000.  The shares of common stock are restricted under Rule 144 and
have not been registered with the Securities and Exchange Commission.  The
Company collected $2,540,500 in Share Stock Subscribed representing 5,081,200
common shares.  In
January 2007, the Company signed a marketing agreement with an independent third
party with compensation of 1,500,000 common shares valued at $0.50 per share.
 On October 31, 2007, these shares were issued for a total value of
$750,000.  In
February 2007, the Company issued stock options to the officers of the Company.
 See footnote 7.  In
October 2007, the Company entered into an agreement with an independent third
party to purchase equipment in exchange for stock. The shares have not been
issued as of October 31, 2007. See footnote 5.       F-13    TARA MINERALS
CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp.) (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL
STATMENTS    Note
7. Stock
Compensation  On
February 1, 2007, the Company adopted the following stock option plans: · Incentive
Stock Option Plan · Nonqualified
Stock Option Plan · Stock
Bonus Plan  The
Companys 2007 stock option plans, which are shareholder approved, permit the
grant of share options and shares to its officers for up to 1,000,000 shares of
common stock with an exercise price of $.05 to two of the Companys officers for
compensation which expire February 1, 2010.  The
fair value of each option award is estimated on the date of grant using the
Black-Scholes option valuation model that uses the assumptions noted in the
following table. Expected volatilities are based on volatilities from the
Companys traded common stock. The expected term of options granted is estimated
at half of the contractual term as noted in the individual option agreements and
represents the period of time that options granted are expected to be
outstanding.  The risk-free rate for the periods within the contractual
life of the option is based on the U.S. Treasury bond rate in effect at the time
of grant for bonds with maturity dates at the estimated term of the options.  2007Expected volatility
163.90%Weighted-average volatility
163.90%Expected dividends
0Expected term (in years)
2.7Risk-free rate
4.92%
  A summary of option activity under the Plan as of October 31,
2007, and changes during the period then ended is presented below:  Options
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining Contractual
Term
Aggregate
Intrinsic ValueOutstanding at October 31,
2006
-Granted
1,000,000
$
       0.05Exercised
-
-Forfeited or expired
-
-Outstanding at October 31,
2007
1,000,000
$
       0.05
2.7
$   1,164,173Exercisable at October 31,
2007
1,000,000
$
       0.05
2.7
$
  1,164,173
   F-14      SIGNATURES  In accordance with Section 13 or 15(a) of the Exchange Act, the
Registrant has caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 28th day of January 2008.  TARA MINERALS CORP.   By   /s/ Francis Richard Biscan, Jr. Francis Richard Biscan, Jr., President and Chief Executive Officer   By  /s/ Clifford A. Brown Clifford
A. Brown, Principal Financial and Accounting Officer  Pursuant to the requirements of the Securities Act of l934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.  Title Date  /s/ Francis Richard Biscan, Jr. Francis Richard Biscan, Jr. Director January 28, 2008   /s/ Clifford A. Brown Clifford A. Brown Director January 28, 2008