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 APRIL 30, 2008. OR £TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
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
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
/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.  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 June 6, 2008, the Company
had 38,614,334 outstanding shares common stock.  1   TABLE OF CONTENTS PART I - FINANCIAL INFORMATION
PageItem 1.
 Financial Statements
3Item 2.
 Management's Discussion and Analysis or Plan of Operation
11Item 3.
 Quantitative and Qualitative Disclosures About Market Risk
13Item 4.
 Controls and Procedures
13PART II - OTHER INFORMATIONItem 1.
 Legal Proceedings
14Item 1A. Risk
Factors
14Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
14Item 3.
 Defaults Upon Senior Securities
14Item 4.
 Submission of Matters to a Vote of Security Holders
14Item 5.
 Other Information
14Item 6.
 Exhibits
14SIGNATURES
15     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 BALANCE SHEETS  April 30,

October 31,2008

2007ASSETSCURRENT ASSETSCash and cash
equivalents
$
234,241
$
953,321Recoverable value
added taxes

387,735

278,030Other
receivables

4,984

4,894Due from related
parties

409,505

411,590Prepaid assets

-

6,903Total
current assets

1,036,465

1,654,738Construction in Progress

594,640

9,480Land

19,590

19,590Property, equipment and mine development, net of
accumulateddepreciation of $26,946 and
$16,782 at April 30, 2008 andOctober 31, 2007,
respectively

2,166,833

1,540,271Mining deposits

135,073

-Total
assets
$
3,952,601
$
3,224,079LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts
payable
$
10,671
$
5,854Accrued
expenses

12,561

9,500Due to related
parties, current portion

836,126

502,060Total
current liabilities

859,358

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

-

461,400Total
liabilities

859,358

978,814Commitment and contingencies

-

-Minority interest

-

-STOCKHOLDERS EQUITYCommon stock: $0.001
par value; authorized 75,000,000 shares;issued
and outstanding:  38,614,334 and 36,581,000 shares atApril
30, 2008 and October 31, 2007, respectively

38,614

36,581Additional paid-in
capital

5,516,059

4,418,092Accumulated deficit
during exploration stage

(2,497,513)

(2,220,782)Other comprehensive
income

36,083

11,374Total
stockholders equity

3,093,243

2,245,265Total
liabilities and stockholders equity
$
3,952,601
$
3,224,079   See Accompanying Notes to
these Condensed Consolidated Financial Statements.    3      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
For
the Six
For
the Six
May
12,months ended
months ended
months ended
months ended
2006
toApril 30,
April 30,
April 30,
April 30,
April 30,2008
2007
2008
2007
2008(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)Mining
revenues:
$
       
          -

$
                -

$
    
           -

$  
              -

$
     
            -Cost of
revenue:Exploration
expenses
-

12,069

33,686

47,488

157,856Operating,
general, and administrative expenses:Operating,
general, and administrative expenses
104,765

1,199,761

268,493

1,264,012

2,389,599Total
operating, general, and administrative
expenses
104,765

1,199,761

268,493

1,264,012

2,389,599Net operating
loss
(104,765)

(1,211,830)

(302,179)

(1,311,500)

(2,547,455)Non-operating
(income) expense:Interest
(income)
(12,674)

(8,784)

(25,619)

(13,252)

(50,432)Other
(income)
(186)

(12)

(194)

(12)

(206)Interest
expense
154

80

365

239

701(12,706)

(8,716)

(25,448)

(13,025)

(49,937)Minority
interest
-

5

-

5

5Net
loss
(92,059)

(1,203,109)

(276,731)

(1,298,470)

(2,497,513)Other
comprehensive income:Foreign
currency translation
27,807

12,103

24,709

6,688

36,083Comprehensive
loss
$
       (64,252)

$  (1,191,006)

$      (252,022)

$   (1,291,782)

$  (2,461,430)Net
loss per share, basic and diluted
$   
        (0.00)

$
          (0.04)

$        
   (0.01)

$
           (0.04)Weighted average
number of shares of commonstock
outstanding, basic and diluted
37,980,276

30,000,000

37,413,601

30,000,000    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 CASH FLOWS  From inceptionSix mos.

Six mos.

(May 12, 2006)Ended

Ended

throughApril 30, 2008

April 30,2007

April 30, 2008Cash Flows From Operating Activities:Net (loss)
$
(276,731)
$
(1,298,470)
$
(2,497,513)Adjustments to
reconcile net lossto
cash used in operating activities:Depreciation
expense

10,164

6,651

26,946Stock based
compensation

-

1,164,173

1,164,173Common stock issued
for services

-

-

750,000Minority
Interest



5

5Changes in assets and
liabilities(Increase)
in recoverable value added taxes

(109,705)

(52,513)

(181,520)(Increase)
in other receivables

(90)

-

(4,984)(Increase)
decrease in prepaid expenses

6,903

(4,800)

-(Increase)
in other assets

-

(5,220)

-Increase
in accounts payable

4,817

10,527

10,671Increase
in accrued expenses

3,062

-

12,562Net
cash used in operating activities

(361,580)

(179,647)

(719,660)Cash Flows from Investing Activities:Acquisition of
land

-

-

(19,590)Purchase of mining
concession

(16,416)

-

(40,653)Payments made for
construction in progress

(585,160)

-

(594,640)Acquisition of
machinery

(20,310)

(8,282)

(28,591)Payments toward
mining deposit

(135,073)

-

(135,073)Net
cash used in investing activities

(756,959)

(8,282)

(818,547)Cash Flows from Financing Activities:Cash from the sale of
common stock

500,000

2,540,600

3,040,500Payments toward
equipment financing

-

(135,008)

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

(125,250)

(871,575)

(1,144,104)Minority interest,
net assets of subsidiary

-

(5)

(5)Net
cash provided by financing activities

374,750

1,534,012

1,736,365Effect of exchange rate on cash

24,709

6,688

36,083Net
increase (decrease) in cash

(719,080)

1,352,771

234,241Cash, beginning of period

953,321

-

-Cash, end of period
$
234,241
$
1,352,771
$
234,241    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 (CONTINUED)   From inceptionSix mos.

Six mos.

(May 12, 2006)Ended

Ended

ThroughApril 30, 2008

April 30,2007

April 30, 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 torelated party debt
$
-
$
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.      6      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-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
April 30, 2008 and October 31, 2007, the condensed consolidated statements of
operations for the three and six months ended April 30, 2008 and 2007 and the
condensed consolidated statement of cash flows for the six months ended April
30, 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 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.  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 six months ended April 30,
2008 (Mexican pesos per one U.S. dollar).  April 30, 2008Current
exchange rate
Ps.
10.5272Weighted
average exchange rate for the six months ended
Ps.
10.7778
   7     TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   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.  Specifically, the Company has reclassified
approximately $10,500 out of Other Income and into Operating, General and
Administrative Expenses, relating to the reimbursement of freight costs for
machinery currently in construction in progress.  Note
2. Property,
equipment and mine development April 30, 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
795,663
175,3542,193,779
1,557,053Less 
accumulated depreciation
(26,946)
(16,782)$
        2,166,833
$
        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 April 30, 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
   8      TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED 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. In 2008 the Company issued of 1,200,000 common
shares for mining equipment valued at $600,000 or $0.50 per share and 833,134
common shares for $500,000 or $0.60 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 April
30, 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.  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 April 30, 2008 and October
31, 2007 are as follows: 2008
2007Net operating
loss carry forward
$
         847,800
$
     760,000Valuation
allowance
(847,800)
(760,000)Net deferred
tax asset
$
                    -
$
                -
   9      TARA MINERALS CORP. (A
Subsidiary of Tara Gold Resources, Corp.) (An
Exploration Stage Company) NOTES
TO THE CONDENSED CONSOLIDATED 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 end 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 condensed consolidated financial statements.
 No income tax returns are currently under examination by any tax
authorities.  Note 5. Mining Deposits As of April 30, 2008, the Company paid $135,073 toward the
involvement in a mining project.  As of June 6, 2008 the formal agreement
relating to the mining project has not been executed and both the Company and
the third party are in negotiations to finalize the agreement. Note 6. 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 Pilar,
Don Ramon 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 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 April 30,
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 April 30, 2008 the
Company owed Amermin $210,000, which is included in the Due to Related Parties,
current portion.  As of April 30, 2008, the Company lent $409,505 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 in May 2008.  An officer of the Company provides office space and administrative
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.   10


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.  In April 2008 Tara Minerals sold 833,134 shares of its common
stock for cash of $500,000 to unrelated third parties.  As of June 6, 2008 Tara Minerals had a 100% interest in the Pilar
de Mocoribo, Don Roman and Lourdes, and Las Nuvias 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 June 6, 2008 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 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 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, is nearing completion.  Water rights for the property
have been acquired and a well to supply water to the plant is nearing
completion.  High voltage electrical service has been supplied to an
electrical substation which will supply power to operate the Plant.  Plant
completion and initial production is scheduled for the third quarter of
2008.


11


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 June 6, 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 major 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 April 30, 2008
Tara Minerals did not generate any revenue and incurred $155,947 in exploration
expenses and $2,391,508 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.  Liquidity and Capital Resources  Tara Minerals anticipated that its capital requirements during
the year ending October 31, 2008 are shown below.  The anticipated capital
requirements do not include any amounts which Tara Minerals will be required to
spend if it acquires the any other potential properties or investments in any
other potential projects:  Exploration and Development  Pilar de Mocoribo property $ 10,000 Property payments and taxes  Pilar de Mocoribo property 322,000 Exploration and Development  Don Roman property 1,250,000 Exploration and Development  Las Nuvias property 10,000 General and administrative expenses 275,000 Total $ 1,867,000  Tara Minerals believes that its cash on hand will satisfy its
working capital needs until the start of production of Don Ramon begins in the
third quarter.   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 cease operations.
 Tara Minerals does not have any plans, arrangements or agreements to sell
its assets or to merge with another entity.


12


See
Note 1 to the financial statements included as part of this report for a
description of Tara Minerals accounting policies.  ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK  N/A  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 fiscal quarter that have materially
affected, or are reasonably likely to materially affect, Tara Minerals internal
control over financial reporting.


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PART II OTHER INFORMATION  ITEM
1.      LEGAL PROCEEDINGS  None  ITEM
1A.    RISK FACTORS  N/A  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.  In
April 2008 the Company sold 833,334 shares of its common stock to a group of
private investors for $500,000 cash.  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 above.  ITEM
3.      DEFAULTS UPON SENIOR SECURITES  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     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 June 6, 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


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