UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB (Mark One) (X) QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934  FOR
THE QUARTERLY PERIOD ENDED JANUARY 31, 2008  OR  (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For
the transition period from _______ to ________.  Commission
File Number:    None  TARA
MINERALS CORP.  Nevada

20-5000381State or other jurisdiction of incorporation

(I.R.S.) Employer Identification No.   2162
Acorn Court Wheaton, IL 60187 Address of principal executive offices  (630) 462-2079 Registrants telephone number, including area code  N/A Former address of principal executive offices  Indicate by check mark 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 preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) had been subject to such
filing requirements for the past 90 days. Yes ____X_____ No __________  Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check One):  Large accelerated filer [  ] Accelerated filer
                 [
 ]  Non-accelerated filer   [  ] Smaller reporting company [X] (Do
not check if a smaller reporting company)  Indicate by check mark whether the Registrant is a shell company
(as defined in Exchange Act Rule 12b-2 of the Exchange Act) Yes ___________ No ___X_____  As
of February 29, 2008 the Company had 37,781,200 outstanding shares of common
stock.  1


TARA
MINERALS CORP. AND SUBSIDIARY (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company)  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE MONTHS ENDED JANUARY 31, 2008 AND
JANUARY 31, 2007 And THE
PERIOD FROM INCEPTION (MAY 12, 2006) THROUGH JANUARY 31, 2008


2


TARA
MINERALS CORP. AND SUBSIDIARY (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) CONTENTS   FINANCIAL
STATEMENTSCondensed
Consolidated Balance Sheets
4Condensed
Consolidated Statements of Operations and Comprehensive Loss
5Condensed
Consolidated Statements of Cash Flows
6Notes
to the Consolidated Financial Statements
8 -
11        3





TARA
MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources,
Corp.) (An Exploration Stage Company) CONDENSED CONSOLIDATED BALANCE SHEETS  January 31,

October 31,2008

2007ASSETSCURRENT ASSETSCash and cash
equivalents
$
393,079
$
953,321Recoverable value
added taxes

312,438

278,030Other
receivables

4,841

4,894Due from related
parties

392,872

411,590Prepaid assets

12,772

6,903Total
current assets

1,116,002

1,654,738Construction in Progress

208,568

9,480Land

19,590

19,590Property, equipment and mine development, net of
accumulateddepreciation of $21,848 and
$16,782 at January 31, 2008 andOctober 31, 2007,
respectively

2,166,450

1,540,271Total
assets
$
3,510,610
$
3,224,079LIABILITIES AND STOCKHOLDERS
EQUITYCURRENT LIABILITIESAccounts
payable
$
5,854
$
5,854Accrued
expenses

11,135

9,500Due to related
parties, current portion

836,126

502,060Total
current liabilities

853,115

517,414Due to related
parties, non-current portion

-

461,400Total
liabilities

853,115

978,814Commitment and contingencies

-

-Minority interest

-

-STOCKHOLDERS EQUITYCommon stock: $0.001
par value; authorized 75,000,000 shares;issued
and outstanding:  37,781,200 and 36,581,000 shares atJanuary
31, 2008 and October 31, 2007, respectively

37,781

36,581Additional paid-in
capital

5,016,892

4,418,092Accumulated deficit
during exploration stage

(2,405,454)

(2,220,782)Other comprehensive
income

8,276

11,374Total
stockholders equity

2,657,495

2,245,265Total
liabilities and Stockholders equity
$
3,510,610
$
3,224,079   See Accompanying Notes to
these Condensed Consolidated Financial Statements.  4





TARA MINERALS CORP. AND
SUBSIDIARY (A Subsidiary of Tara Gold Resources,
Corp.) (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS  From inceptionThree mos.

Three mos.

(May 12, 2006)Ended

Ended

throughJanuary 31, 2008

January 31, 2007

January 31, 2008Mining revenues
$
-
$
-
$
-Cost of Revenue

33,686

56,396

157,856Exploration expensesOperating, general, and administrative
expenses:Other operating, general
and administrative expenses

174,172

43,274

2,295,278Total operating, general,
and administrative expenses

174,172

43,274

2,295,278Net operating loss

(207,858)

(99,670)

(2,453,134)Non-operating (income) expense:Interest (income)

(12,945)

(4,468)

(37,758)Other income

(10,452)

-

(10,464)Interest expense

211

159

547(23,186)

(4,309)

(47,675)Minority Interest

-

-

(5)Net loss

(184,672)

(95,361)

(2,405,454)Other comprehensive income (loss):Foreign currency
translation

(3,099)

(5,415)

8,276Comprehensive loss
$
(187,771)
$
(100,776)
$
(2,397,178)Net loss per share, basic
and dilutive
$
(0.01)
$
(0.00)Average number of shares of
commonstock
outstanding, basic

36,854,913

30,000,000         See Accompanying Notes to
these Condensed Consolidated Financial Statements.


5





TARA
MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources,
Corp.) (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  From inceptionThree mos.

Three mos.

(May 12, 2006)Ended

Ended

throughJanuary 31, 2008

January 31,2007

January 31, 2008Cash Flows From Operating Activities:Net (loss)
$
(184,672)
$
(95,361)
$
(2,405,454)Depreciation
expense

5,066

3,448

21,848Stock based
compensation

-

-

1,164,173Common stock issued
for services

-

-

750,000Minority
Interest

-

-

5Adjustments to
reconcile net lossto
cash used in operating activities:Changes in assets and
liabilities(Increase)
in recoverable value added taxes

(34,408)

(86,337)

(106,223)(Increase)
decrease in other receivables

53

-

(4,841)(Increase)
in prepaid expenses

(5,869)

(4,783)

(12,772)Increase
(decrease) in accounts payable

-

-

5,854Increase
(decrease) in accrued expenses

1,638

5,986

11,135Net
cash used in   operating activities

(218,192)

(177,047)

(576,275)Cash Flows from Investing Activities:Acquisition of
land

-

-

(19,590)Purchase of mining
concession

(16,416)

-

(40,653)Payments made for
construction in progress

(199,088)

-

(208,568)Acquisition of
machinery

(14,829)

-

(23,110)Net
cash (used in) investing activities

(230,333)

-

(291,921)Cash Flows from Financing Activities:Cash from the sale of
common stock

-

2,417,100

2,540,500Payments toward
equipment financing

-

(549,372)

(160,026)Change in due to/from
related parties, net

(108,617)

(282,307)

(1,127,470)Minority interest,
net assets of subsidiary

-

(5)

(5)Net
cash (used in)/provided by financing activities

(108,617)

1,585,416

1,252,999Effect of exchange rate on cash

(3,099)

(5,415)

8,276Net
increase (decrease) in cash

(560,241)

1,402,954

393,079Cash, beginning of period

953,320

-

-Cash, end of period
$
393,079
$
1,402,954
$
393,079       See Accompanying Notes to
these Condensed Consolidated Financial Statements.  6





TARA
MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources,
Corp.) (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (CONTINUED)   From inceptionThree mos.

Three mos.

(May 12, 2006)Ended

Ended

throughJanuary 31, 2008

January 31,2007

January 31, 2008Supplemental Information:Interest paid
$
16,626
$
-
$
16,626Income taxes paid
$
-
$
-
$
-Non-cash Investing and Financing
Transactions:Acquisition of property and
equipment through debt
$
-
$
167,072
$
167,072Purchase of mining concession paid by related party
$
-
$
1,357,463
$
1.357.463Purchase of mining equipment with common
stock
$
600,000
$
-
$
600,000                 See Accompanying Notes to
these Condensed Consolidated Financial Statements.


7


TARA MINERALS CORP. AND SUBSIDIARY (A
  Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO FINANCIAL STATEMENTS  Note
1. Nature
of Business and Significant Accounting Policies  Nature of business and principles of consolidation:  The accompanying Condensed Consolidated Financial Statements of
Tara Minerals Corp. (the Company) should be read in conjunction with the
Companys Annual Report on Form 10-KSB for the year ended October 31, 2007.
Significant accounting policies disclosed therein have not changed except as
noted below.  The accompanying Condensed Consolidated Financial Statements and
the related footnote information are unaudited.  In the opinion of
management, they include all normal recurring adjustments necessary for a fair
presentation of the condensed consolidated balance sheets of the Company at
January 31, 2008 and October 31, 2007, the condensed consolidated results of its
operations and cash flows for the three months ended January 31, 2008 and 2007.
Results of operations reported for interim periods are not necessarily
indicative of results for the entire year.  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.  All financial information in these financial
statements is based in U.S. dollars. The Company currently has no 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.  Tara Minerals Corp. is also the wholly-owned subsidiary of Tara
Gold Resources, Corp., a public traded company on the pink sheets of the U.S.
public securities market.  The consolidated financial statements include the financial
statements of the Company and 99.9% owned subsidiary. All amounts are in U.S.
dollars unless otherwise indicated. All significant intercompany balances and
transactions have been eliminated in consolidation.  The subsidiarys functional currency is the U.S. dollar. As a
result, the financial statements of the subsidiary have been remeasured from
Mexican pesos into U.S. dollars using (i) current exchange rates for monetary
asset and liability accounts, (ii) historical exchange rates for nonmonetary
asset and liability accounts, (iii) historical exchange rates for revenues and
expenses associated with nonmonetary 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 remeasurement loss is recorded in other comprehensive (loss)
income.  The financial statements of the subsidiary should not be construed
as representations that Mexican pesos have been, could have been or may in the
future be converted into U.S. dollars at such rates or any other rates.  Relevant exchange rates used in the preparation of the financial
statements for the subsidiary are as follows for the three months ended January
31, 2008 (Mexican pesos per one U.S. dollar).  January 31, 2008Current
exchange rate
Ps.
10.8374Weighted
average exchange rate for the three months ended
Ps.
10.9152
   8   TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO FINANCIAL STATEMENTS   Note
2. Property,
equipment and mine development  January 31,
2008
October 31,
2007Land
$
        19,590
$
               19,590Mining concessions:Pilar (a)
$
      776,377
$
             759,960Don Roman
521,739
521,739Las Nuvias
100,000
100,000Mining concession
1,398,116
1,381,699Machinery and equipment
790,182
175,3542,188,298
1,557,053Less  accumulated
depreciation
(21,848)
(16,782)$
   2,166,450
$
         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 $920,000 ($800,000 principle plus $120,000 value
added tax (IVAT)).  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):  2008 $   626,126  In accordance with Accounting Principles Board Opinion 21,
Interest on Receivables and Payables (APB 21), the future payments of
the total payment amount of $800,000 has been discounted using the incremental
borrowing rate of 5.01%. As of January 31, 2008, the present value of future
payments is as follows:  Debt

IVAT

TotalFuture payments
$
           565,000

$
      84,750

$
     649,750Imputed interest
(23,624)

-

(23,624)Present value
of current debt
$
           541,376

$
        84,750

$
     626,126


9


TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO FINANCIAL STATEMENTS    Note 3. Stockholders Equity  The authorized common stock of the Company consists of 75,000,000
shares with par value of $0.001. The only stock transaction that occurred in
fiscal year 2008 was the issuance of 1,200,000 common shares for mining
equipment valued at $600,000 or $0.50 per share.  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
January 31, 2008 and October 31, 2007 the Company had no potentially dilutive
common shares.  Note
4. Income
Taxes  During the year ended October 31, 2007, the Company adopted
Financial Accounting Standards Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), which supplements
SFAS No. 109, Accounting for Income Taxes, by defining the confidence
level that a tax position must meet in order to be recognized in the financial
statements.  The Interpretation requires that the tax effects of a position
be recognized only if it is more-likely-than-not to be sustained based solely
on its technical merits as of the reporting date.  The more-likely-than-not
threshold represents a positive assertion by management that a company is
entitled to the economic benefits of a tax position,  If a tax position is
not considered more-likely-than-not to be sustained based solely on its
technical merits.  No benefits of the tax position are to be recognized.
 Moreover, the more-likely-than-not threshold must continue to be met in
each reporting period to support continued recognition of a benefit.  With
the adoption of FIN 48, companies are required to adjust their financial
statements to reflect only those tax positions that are more-likely-than-not to
be sustained.  Any necessary adjustment would be recorded directly to
retained earnings and reported as a change in accounting principle.  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-notthat we will
not earn income sufficient to realize the deferred tax assets during the carry
forward period. The
components of the Companys deferred tax asset as of January 31, 2008 and
October 31, 2007 are as follows: 2008
2007Net operating
loss carry forward
$
         815,800
$
       760,000Valuation
allowance
(815,800)
(760,000)Net deferred
tax asset
$
                    -
$
                  -


10


TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO FINANCIAL STATEMENTS    A
reconciliation of the statutory income taxes rates and the effective rate is as
follows:  2008
2007Tax at
statutory rate (blended U.S. and MX)
34%
34%Valuation
allowance
(34%)
(34%)-
-
  Upon adoption of FIN 48 as of November 1, 2007, the
Company had no gross unrecognized tax benefits that, if recognized, would
favorably affect the effective income tax rate in future periods.  These
amounts consider the guidance in FIN 48-1, Definition of Settlement in
FASB Interpretation No. 48.   The Company has not accrued any
additional interest or penalties as a result of the adoption of FIN 48.  The Company files income tax returns in the United States federal
jurisdiction and certain states in the United States and certain foreign
jurisdictions.  The Company is currently finalizing its year tax return for
October 31, 2007.  These U. S. federal and foreign jurisdiction income tax
returns for the years ended October 31, 2007 and 2006 are considered open tax
years as of the date of these consolidated financial statements.  No tax
returns are currently under examination by any tax authorities.  Note 5. 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, current for Pilar is $626,126 as of January 31, 2008.  In January 2007, Amermin paid the entire balance of Don Roman and
Las Nuvias concessions.  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 January 31, 2008 the
Company owed Amermin $210,000, which is included in the Due to related parties,
current portion.  As of January 31, 2008, the Company lent $392,872 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 at an annual interest rate of
6.5% and are payable on May 2008.  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.


11


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATION  Tara Minerals was incorporated on May 12, 2006 and is involved in
the exploration and development of mining properties which may have various
industrial metals including silver, copper, lead, and zinc.  Tara Minerals
is in the exploration stage  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 valued at $600,000 to an unrelated third party for mining
equipment.  As of February 29, 2008 Tara Minerals had a 100% interest in the
three mining properties listed below.  Although Tara Minerals believes that
each of these properties has deposits of silver, 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.  All of Tara Minerals properties are located approximately 25
kilometers from the town of Choix, Sinaloa State, Mexico.  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 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 February 29,
2008 a preliminary rock-chip sampling program, at a cost of approximately $9,000
has been completed on the property.  Don
Roman and Lourdes Concession  The Don Roman and Lourdes concession is 331 hectares in size.
 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.


12


Las Nuvias Concession  The Las Nuvias prospect is 41 hectares in size.  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 February 29, 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 Roman and Lourdes
concession, Tara Minerals plans to delay any further work on this property so
that more resources can be devoted to the Don Roman and Lourdes concession.  Results of Operation  During the period from its incorporation through January 31, 2008
Tara Minerals did not generate any revenue and incurred $157,856 in exploration
expenses and $2,295,278 in operating and general administration expenses.
 Included in operating and general and administrative expenses are non-cash
charges of $1,914,173 pertaining to the issuance of stock and options.  Liquidity and Capital Resources  Tara Minerals anticipates that its capital requirements during the
year ending October 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 Roman property 625,000 Exploration and Development  Las Nuvias property 25,000 General and administrative expenses 275,000 Total $ 1,322,000  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 October 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


13


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.  ITEM 3. CONTROLS
AND PROCEDURES  Francis Richard Biscan, Jr., Tara Minerals Principal Executive
Officer and Clifford A. Brown, Tara Minerals Principal Financial Officer, have
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.


14


PART II OTHER INFORMATION  ITEM
2. UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF PROCEEDS  In
January 2008 the Company issued 1,200,000 shares of its common stock to an
unrelated third party for mining equipment.  The
Company relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 in connection with the issuance of the shares referred to in Note 7.  Item 6. Exhibits  (a) Exhibits  Number Exhibit  31 Rule
13a-14(a) Certifications  32 Section
1350 Certifications  SIGNATURES   In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 7, 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


15