UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549 FORM 10-Q (Mark One) RQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGEACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009 £TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION FROM __________ TO __________.  COMMISSION FILE NUMBERNone  TARA MINERALS CORP. (Exact Name of Registrant as Specified in
its Charter)  Nevada

20-5000381(State or other
jurisdiction of

(I.R.S.
Employerincorporation or
organization)

Identification
No.)2162 Acorn
CourtWheaton, IL

60187(Address of
principal executive offices)

(Zip
code)Issuer's telephone
number: (630) 462-2079 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) has been subject to such filing requirements for the past 90 days. Yes
R    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.  Large
accelerated filer o
Accelerated
filer oNon-accelerated
filer o
Smaller
reporting company þ Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  £   No
R As of May 14, 2009, the Company
had 40,942,667 outstanding shares common stock.  1    TABLE OF CONTENTS PART I - FINANCIAL INFORMATION
PageItem
1.  Financial Statements
3Item
2.  Management's Discussion and Analysis of Financial Condition
and
Results
of Operations
14Item
4.  Controls and Procedures
16PART
II - OTHER INFORMATIONItem
1.  Legal Proceedings
17Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
17Item
3.  Defaults Upon Senior Securities
17Item
4.  Submission of Matters to a Vote of Security Holders
17Item
5.  Other Information
17Item
6.  Exhibits
17SIGNATURES
18    2    PART I - FINANCIAL INFORMATION   ITEM 1.     FINANCIAL STATEMENTS   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 MARCH
31, 2009 AND MARCH 31, 2008 And THE PERIOD FROM INCEPTION (MAY 12, 2006) THROUGH MARCH 31,
2009  3       TARA
MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources
Corp) (An Exploration Stage Company) CONDENSED CONSOLIDATED BALANCE SHEETS  March 31,
2009

December 31,
2008(Unaudited)

(Unaudited)AssetsCurrent assets:Cash and
cash equivalents
$
49,198
$
21,012Recoverable
value added taxes

577,910

591,200Other
receivables

3,647

5,608Due from
related parties, net

424,933

423,004Total current assets

1,055,688

1,040,824Land

19,590

19,590Property, equipment and mine development, net of
accumulated depreciationof $46,924 and $42,608 at March
31, 2009 andand December 31, 2008,
respectively

4,377,586

4,348,382Deposits

133,000

133,000Other assets

-

1,090Total assets
$
5,585,864
$
5,542,886Liabilities and stockholders equityCurrent liabilities:Accounts
payable
$
114,169
$
41,409Accrued
expenses

54,895

83,227Notes
payable, current portion

226,190

255,362Due to
related parties, current portion

882,829

815,794Total current liabilities

1,278,083

1,195,792Notes payable, non-current portion

1,512,425

1,512,425Due to related parties, non-current portion

142,295

87,658Total liabilities

2,932,803

2,795,875Minority Interest

-

-Commitments and contingencies

-

-Stockholders equity:Common stock: $0.001
par value; authorized 75,000,000 shares; issued andoutstanding:
37,910,167 shares at March 31, 2009 and December 31, 2008,respectively

37,910

37,910Additional
paid-in capital

5,040,263

5,040,263Common stock
subscribed

115,000

-Deficit
accumulated during exploration stage

(2,251,160)

(2,090,246)Other
comprehensive loss

(288,952)

(240,916)Total stockholders equity

2,653,061

2,747,011Total liabilities and stockholders equity
$
5,585,864
$
5,542,886  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     FromInceptionFor the Three

For the Three

May 12, 2006months ended

months ended

toMarch 31,

March 31,

March 31,2009

2008

2009(Unaudited)

(Unaudited)

(Unaudited)Mining revenues:
$
-
$
-
$
-Cost of revenue:Exploration
expenses

10,029

1,408

199,418Operating, general, and administrative
expenses:Operating,
general, and administrative expenses

181,934

102,850

2,902,541Total
operating, general, and administrative expenses

181,934

102,850

2,902,541Net operating loss

(191,963)

(104,258)

(3,101,959)Non-operating (income) expense:Interest
(income)

(6,880)

(12,945)

(76,477)Other
(income)

(24,259)

(191)

(774,470)Interest
expense

89

169

153(31,050)

(12,967)

(850,794)Minority interest

-

-

5Provision (benefit) for income taxes

-

-

-Net loss

(160,913)

(91,291)

(2,251,160)Other comprehensive income (expense):Foreign currency
translation

(48,036)

14,238

(288,952)Comprehensive loss
$
(208,949)
$
(77,053)
$
(2,540,112)Net
loss per share, basic and diluted
$
(0.01)
$
(0.00)Weighted
average number of shares of common
stock
outstanding, basic and dilutive

37,910,167

37,649,132          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     Three Months

Three Months

From inceptionEnded.

Ended.

(May 12, 2006)March 31,

March 31,

through2009

2008

March 31, 2009(Unaudited)

(Unaudited)

(Unaudited)Cash Flows From Operating Activities:Net income
(loss)
$
(160,913)
$
(91,291)
$
(2,251,160)Adjustments to
reconcile net lossto
cash used in operating activities:Depreciation
expense

4,316

5,167

46,924Stock based
compensation

-

-

1,164,173Common stock issued
for services

-

-

750,000Minority
interest

-

-

5Cancellation of
common shares for settlement

-

-

(750,000)Changes in assets and
liabilitiesDecrease
(increase) in recoverable value added taxes

13,290

(48,610)

(217,905)Decrease
(increase) in other receivables

1,960

(92)

(3,647)Decrease
in prepaid expenses

-

36,997

-Decrease
in other assets

1,090

-

-Increase
in accounts payable

72,760

-

114,169(Decrease)
in accrued expenses

(28,332)

(22,111)

54,895Net
cash used in operating activities

(95,829)

(119,940)

(1,092,546)Cash Flows from Investing Activities:Acquisition of
land

-

-

(19,590)Purchase of mining
concession

(5,828)

-

(60,878)Payments made for
construction in progress

(25,496)

(310,215)

(690,456)Acquisition of
machinery

(2,195)

(10,519)

(51,664)Payments toward
mining deposits

-

(132,908)

(133,000)Net
cash used in investing activities

(33,519)

(453,642)

(955,588)Cash Flows from Financing Activities:Cash from the sale of
common stock

-

500,000

3,314,000Common stock
subscribed

115,000

-

115,000Payments toward notes
payable

(29,173)

-

(29,173)Payments toward
equipment financing

-

-

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

119,743

7,093

(853,512)Minority interest,
net assets of subsidiary

-

-

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

205,570

507,093

2,386,284Effect of exchange rate on cash+

(48,036)

14,238

(288,952)Net
increase (decrease) in cash

28,186

(52,251)

49,198Cash, beginning of period

21,012

467,361

-Cash, end of period
$
49,198
$
415,110
$
49,198    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) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)  From inceptionThree Months.

Three Months.

(May 12, 2006)Ended

Ended

throughMarch 31, 2009

March 31, 2008

March 31, 2009(Unaudited)

(Unaudited)

(Unaudited)Supplemental Information:Interest paid
$
5,828
$
-
$
60,879Income taxes paid
$
-
$
-
$
-Non-cash Investing and Financing
Transactions:Acquisition of property and
equipment through debt
$
-
$
-
$
167,072Purchase of mining concession paid bydebt to related party plus
capitalized interest
$
-
$
1,357,463
$
1,333,703Purchase of mining concession paid withnotes payable plus
capitalized interest
$
-
$
-
$
1,520,737Recoverable value-added taxes incurred
throughAdditional debt and
due to related party
$
-
$
-
$
360,004Purchase 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 THE CONDENSED CONSOLIDATED 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-K for the year ended October 31, 2008 and the
Companys Transition Report on Form 10-QT for the two months ended December 31,
2008. Significant accounting policies disclosed therein have not changed.  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 the 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 limited 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 is a subsidiary of Tara Gold Resources, Corp.  In February 2009, the Company opted to change its year end from
October 31 to December 31 to align with the year end of its parent company, Tara
Gold Resources Corp.  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 sheet of the Company at March
31, 2009, the condensed consolidated statements of operations for the three
months ended March 31, 2009 and 2008 and the condensed consolidated statements
of cash flows for the three months ended March 31, 2009 and 2008. 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 the 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 limited 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 is a subsidiary of Tara Gold Resources, Corp.  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 gain or loss is recorded in other comprehensive (loss)
income.   8   TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources Corp) (An Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   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 March
31, 2009 and 2008, respectively. (Mexican pesos per one U.S. dollar).  March 31, 2009Current
exchange rate
Ps.
14.3855Weighted
average exchange rate for the two months ended
Ps.
14.3725
  March 31, 2008Current
exchange rate
Ps.
10.6987Weighted
average exchange rate for the two months ended
Ps.
10.8090
  Reclassifications
and Adjustments  Certain reclassifications, which have no effect on net income
(loss), have been made in the prior period financial statements to conform to
the current presentation.  Note
2. Property,
equipment and mine development March 31,
2009
December 31,
2008(Unaudited)
(Unaudited)Land
$                19,590
$
             19,590Mining concessions:Pilar (a)
$ 
            767,014
$
           767,014Don Roman
521,739
521,739Las Nuvias
100,000
100,000Centenario (b)
1,526,565
1,520,737Mining concessions
2,915,318
2,909,490Construction in Progress
690,456
664,960Machinery and equipment
818,736
816,5404,424,510
4,390,990Less  accumulated
depreciation
(46,924)
(42,608)$   
        4,377,586
$
        4,348,382
   9    TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources Corp) (An Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   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):  Calendar
Year2009
$
596,764  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 March 31, 2009, the present value of future
payments is as follows:  Debt

IVAT

TotalTotal remaining debt
$
    
      547,609

$    
            82,141

$               629,750Imputed interest
(32,986)

-

(32,986)Present value of future
payments
$
     
     514,623

$
         
      82,141

$         
     596,764
  As of
October 31, 2008, the last two payments for the Pilar mining concession due to
Corporacion Amermin (Amermin) see Note 5, were modified and extended for
exactly one year. Pursuant to the agreement, the Company removed one of the
eight concessions in the Pilar groupings and returned it to Amermin.  b. In November 2008, the Company executed an agreement to acquire
eight mining concessions known as Centenario from an independent third party.
The properties approximate 7,000 hectares and were purchased for a total of
$1,894,050, including $247,050 in value added taxes to be paid in cash.  The original agreement did not specify that the $133,000 already
paid would be applied to the effective purchase price of this mining concession
resulting in the final agreement being amended; however, the amendment was not
executed as of the date of this filing.  This amendment will include the
notation that the effective purchase price of this property, excluding value
added taxes, is $1,780,000, which includes the $133,000 previously paid and is
currently in deposits in our balance sheet.  The debt payment schedule per the original agreement is as
follows:  Calendar Year2009
$
264,0002010

287,5002011

575,0002012

732,550$
1,859,050   10    TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources Corp) (An Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   In accordance with Accounting Principles Board Opinion 21,
Interest on Receivables and Payables (APB 21), the future payments of
the total payment amount of $1,647,000 has been discounted using the incremental
borrowing rate of 2.97%. As of December 31, 2008, the present value of future
payments on the Centenario contract is as follows:  Debt

IVAT

TotalFuture
payments
$
    
      1,616,565

$
       
      242,485

$           1,859,050Imputed
interest
(120,435)

-

(120,435)Present value
of debt
1,496,130

242,485

1,738,615Less:
 current portion
(191,755)

(34,435)

(226,190)$
     
     1,304,375

$
        
     208,050

$      
    1,512,425
 Note 3. Stockholders Equity  The authorized common stock of the Company consists of 75,000,000
shares with par value of $0.001.  In March 2009, the Company sold, in a private offering of
2,000,000 units for $400,000 in cash, or $0.20 per unit. Each unit consisted of
one share of the Companys common stock and one warrant.  Each warrant
entitles the holder to purchase one share of the Companys common stock at a
price of $0.40 per share at any time on or before April 30, 2011. These shares
remain part of common stock subscribed at March 31, 2009.  During the three months ended March 31, 2008, the Company issued
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.  There were no potentially dilutive shares at March 31, 2009 or
2008.  11    TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources Corp) (An Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    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.  The Company did not provide any current or deferred U.S. federal
income tax provision or benefit for any of the periods presented because the
Company has experienced operating losses since inception. The Company 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 the Company 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 March 31, 2009 are as
follows: 2009
2008Net operating
loss carry forward
$   
        722,000
$
       670,000Valuation
allowance
(722,000)
(670,000)Net deferred
tax asset
$
         
           -
$
    
             -
 A reconciliation of the statutory income taxes rates and the
effective rate is as follows: 2009
2008Tax at
statutory rate (blended U.S. and MX)
32%
33%Valuation
allowance
(32%)
(33%)-
-
  Upon adoption of FIN 48, 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 and
certain states in the United States and certain foreign jurisdictions.  The
Company filed its year end tax return for October 31, 2007 and due to the change
from a fiscal year end to a calendar year end, will file its December 31, 2007
and 2008 tax returns after the filing of these financial statements.  These
U. S. federal and foreign jurisdiction income tax returns for the years ended
December 31, 2008 and 2007 are considered open tax years as of the date of these
condensed consolidated financial statements.  No income 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 the  12    TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources Corp) (An Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   Pilar, Don Roman and Las Nuvias 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 makes
payments to Amermin and Amermin makes payments related to the original purchase
agreement for the Pilar mining concession described in Note 2a above. Due to
related parties current and non-current portions are $882,829 and $142,295 at
March 31, 2009. Due to related parties current and non-current portions were
$815,794 and $87,658, respectively, as of December 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 makes payments to Amermin to repay for the
amounts paid plus related value added taxes. As of March 31, 2009 the Company
owed Amermin $210,000, which is included in the Due to related parties, current
portion.  In July 31, 2008, the Company borrowed $34,084 in cash from
Amermin in the form of short-term loans. The payables, denoted as due to related
parties on the balance sheet, accrue at an annual interest rate of 6.5% and were
payable in September 2008. As of March 31, 2009, $6,171 is still due to Amermin.
This amount is included in our Due to Related Parties account.  Note
6. Subsequent
Events  Subsequent
to quarter end the Company: · sold 2,040,000 units for $408,000 in cash, or $0.20 per unit.
 Each unit consisted of one share of the Companys common stock and one
warrant.  Each warrant entitles the holder to purchase one share of the
Companys common stock at a price of $0.40 per share at any time on or before
April 30, 2011. · issued 192,500 shares for a finders fee in association with the
Companys private placement discussed above and valued at $0.47 per share for a
total value of $90,475. · issued 650,000 shares for officer bonuses and 150,000 shares for
consulting services, valued at the closing price on April 23, 2009 of $0.16 per
share, for a total value of $128,000.  13


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION  Tara Minerals was incorporated on May 12, 2006.  During the
period from its incorporation through March 31, 2009, Tara Minerals did not
generate any revenue and incurred $199,418 in exploration expenses and
$2,902,541 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
October 31, 2008 and November 21, 2008 Tara Minerals sold 560,000 Units at a
price of $0.20 per Unit.  Each Unit consisted of one share of Tara
Minerals common stock and one warrant.  Each warrant entitles the holder
to purchase one share of Tara Minerals common stock at a price of $0.40 per
share during the two year period following the sale of the Units.  The
warrants expire two years after their issuance.  Tara
Minerals decided to change its year end from October 31 to December 31 to align
with the year end of its parent company, Tara Gold Resources Corp.  As of
March 31, 2009 Tara Minerals had a 100% interest in the 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 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 March 31, 2009 a preliminary
rock-chip sampling program, at a cost of approximately $9,000 has been completed
on the property.  Tara Minerals plans to delay any major work on this
property so that more resources can be devoted to the Don Roman and Lourdes
concession.  Don
Roman and Lourdes Concession  The Don
Roman and Lourdes concession is 331 hectares in size.  Preliminary
evaluation of the property 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 at cost of approximately $172,000.  Permits
needed to move towards active mining, assessing exploitation options, and costs
associated with the design of various mining and recovery systems have been
obtained.  Mining and processing equipment have been purchased and the
plant, which will be capable of processing a minimum of 200 tonnes per day, has
begun test ore runs on one of three circuits.  Water rights for the
property have been acquired and a well to supply water to the plant has been
completed..  High voltage electrical service has been supplied to an
electrical substation which will supply power to operate the Plant. Two circuits


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capable
of producing a minimum of 200 tonnes per day have been completed and are under
going test runs in order to make final adjustments. Work continues on the third
ball mill, which will add a minimum of another 100 tonnes of production
capacity, and also the addition of a fourth ball mill, which will be used as a
regrind circuit. When the plant has been completed, it is expected to operate at
a minimum throughput rate of 400 tonnes per operating day. Initial discussions
have been held with no less then four different concentrate buyers. Negotiations
with these buyers are ongoing and proposed sales terms are being reviewed. It is
anticipated that a sales agreement will be in place before the end of May,
2009.    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
March 31, 2009 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 major work on this property so that more resources
can be devoted to the Don Roman and Lourdes concession.  Centenario Prospect  The
Centenario prospect is approximate 7,000 hectares in size and is adjacent to
Tara Minerals existing mineral claims.  Preliminary evaluation of the
property has indicated the potential for five separate mineral systems each
having varying mineral characteristics.  Initial sampling has indicated the
potential for two lead, zinc, silver systems; two gold copper systems; and one
iron ore, gold, copper system.  As of
March 31, 2009 a preliminary rock-chip sampling program, at a cost of
approximately $15,000 has been completed on the property.  Tara Minerals
plans to complete a detailed mapping and sampling program on this property, at a
cost of approximately $75,000 by August 2009.  Results of
Operation  During
the period from its incorporation and through March 31, 2009, Tara Minerals did
not generate any revenue and incurred $199,418 in exploration expenses and
$2,902,541 in operating and general administration expenses.  Included in
operating and general and administrative expenses are non-cash charges of
$1,164,173 pertaining to the issuance of stock options.  Tara
Minerals anticipates that its capital requirements during the twelve months
ending March 31, 2010 will be:  Property payments and taxes  Pilar de Mocoribo
property
$
629,750Exploration and Development  Don Roman property

150,000Exploration and Development -  Centenario
property

75,000Property payments and taxes  Centenario property

264,000General and administrative expenses

350,000Total
$
1,468,750
  Since
its inception, Tara Minerals has financed its operations primarily from the sale
of its common stock and warrants.


15


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 will need to
obtain additional capital if it is unable to generate sufficient cash from its
operations.  Tara Minerals does
not have any commitments or arrangements from any person to provide Tara
Minerals with any additional capital.  Tara
Minerals anticipates that it will need to hire 15 new employees during the
twelve-month period ending March 31, 2010 primarily to run mining
operations.  See Note 1 to the financial statements included as part of this
report for a description of Tara Minerals significant accounting policies.  ITEM 4T.
  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 transition period that have materially affected, or are
reasonably likely to materially affect, Tara Minerals internal control over
financial reporting.


16


PART II OTHER INFORMATION  ITEM
1.      LEGAL PROCEEDINGS  None.  ITEM
2.       UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS  None.  ITEM
3.      DEFAULTS UPON SENIOR SECURITIES  None.  ITEM
4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS  None.  ITEM
5.     OTHER INFORMATION  None.  ITEM
6.     EXHIBITS  (a) Exhibits Number Exhibit  31 Rule
13a-14(a) Certifications  32 Section
1350 Certifications


17


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 May 14, 2009.  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


18