HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
October 16, 2007
John Madison
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Tara Minerals Corp.
Registration Statement on Form SB-2
File No. 333-146512
This office represents Tara Minerals Corp. (the "Company"). Amendment No. 1
to the Company's registration statement has been field with the Commission. This
letter provides the Company's responses to the comments received from the Staff
by letter dated July 3, 2007. The paragraph numbers in this letter correspond
with the numbered paragraphs in the Staff's comment letter. The letters "FS"
under the page number column are references to pages in the Company's financial
statements.
Page Number
-----------
C-1 Comment complied with. N/A
C-2 Comment complied with. N/A
C-3 Comment complied with. 7
C-4 Comment complied with. Cover Page
C-5 The Company plans to apply for a listing on the OTC
Bulletin Board shortly. N/A
C-6 The Company will modify its website to conform to the
disclosures in the Company's Registration Statement. N/A
C-7 Comment complied with. 3, 5, 6
C-8 Comment complied with. 4
C-9 Comment complied with. 6
C-10 Comment complied with. 7
Page Number
-----------
C-11 Comment complied with. 9
C-12 Comment complied with. 9
C-13 Comment complied with. 10
C-14 Comment complied with. 11
C-15 The shares of American Metal Mining have been received by
the Company. N/A
C-16 Comment complied with. 12
C-17 Comment complied with. 11
C-18 Prior to the June 25, 2007 press release the most recent
press release regarding the Don Ramon property was issued
on November 16, 2006. The statement in the June 25, 2007
press release concerning the payment for the Don Ramon
property is not inconsistent with the disclosure in the
registration statement that the purchase price for the Don
Ramon property was paid in full in January 2007. The
statement in the press release and the statement in the
registration statement are both correct. N/A
C-19 Comment complied with. 11
C-20 Comment complied with. 17
C-21 Comment complied with. 17
C-22 Tara Gold does not have any agreement with the Company
concerning the allocation of properties. Tara Gold does
not have a first right of refusal to acquire any properties
from the Company. Since Tara Gold and the Company are under
common control, if a gold/silver property becomes available,
Tara Gold will attempt to acquire the property since the
Company's focus is on industrial metals, as opposed to gold
or silver. N/A
C-23 Comment complied with. 22
C-24 Comment complied with. 22
C-25 Comment complied with. FS-2 / FS-15
C-26 Attached is a reconciliation of the items in the Company's
balance sheet to the items in the statement of cash flows.
2
Page Number
-----------
The statement of cash flows and Note 2 have been
corrected. The amount of machinery and equipment in
Note 2 ($175,354) is a combination of machinery and
equipment acquired for cash ($8,282) and for debt
($167,072) FS-5, FS-12
C-27 FS-9
C-28 FS-8
C-29 11
C-30 Comment complied with. Exh. 5
C-31 The Company will modify its website to conform to the
disclosures in the Company's Registration Statement. N/A
C-32 The value stated for the ore, $956/t, was calculated based
upon the spot price of Pb (lead), Zn (zinc), and Ag (silver)
on October 15, 2006, the day prior to press release. The
formula for calculating the gross value of the ore from the
samples taken was as follows: Spot price for Ag
(silver) x g/Ag/t + Spot price of Zn (zinc) x % Zn + Spot
Price of Pb (lead) x % Pb = gross value of ore. Prices were
based upon information provided by kitco.com. N/A
C-33 Comment complied with. 10
C-34 The Company has included a map in Amendment no. 1 to its
registration statement. However, Item 102 of Regulation
SB-2 does not require a map. In addition, Section (c) of
Guide 7 only requires a map if the Company has proven reserves.
C-35 Comment complied with. 12
C-36 Comment complied with. 11, 12, 13, 14
C-37 Comment complied with. 11
C-38 Comment complied with. 12, 13, 14
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
/s/ William T. Hart
William T. Hart
WTH:ap
Tara Minerals and Subs
Balance Sheets
ASSETS
4/30//07 Oct. 31/06 Operating Investing Financing OCI Non-Cash Cash NI/Depr Total
Current assets
Cash 1,159,024 - (1,159,024) (1,159,024)
Accounts receivable - - -
Less: Allowance - - -
---------- --------- ----------
- - - -
Other Receivables
(IVAT) 258,728 (52,513) (206,215) (258,728)
Less:Allowance - -
---------- ----------
258,728 -
Other receivables 187,774 (187,774) (187,774)
Less: Allowance - -
---------- ----------
Inventory due from
related parties 555,747 (555,747) (555,747)
Prepaid assets 5,220 (5,220) (5,220)
---------- ----------
Total current
assets 2,166,493 - - -
---------- ---------
Fixed Assets
Furniture and
Equipment 175,354 (8,282) (167,072) (175,354)
Accumulated
Depreciation (6,651) 6,651 6,651
---------- ---------
168,703 -
Mining Concession
Mining concessions 1,357,463 - (0) (1,357,463) (1,357,463)
Accumulated Depletion - - -
---------- ---------
1,357,463 - -
Other assets - - -
Total assets 3,692,659 - -
========== =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
4/30//07 Oct. 31/06 Operating Investing Financing OCI Non-Cash Cash NI/Depr Total
Current liabilities
Accounts payable 5,985 5,985 5,985
Accrued expenses - - -
Notes payable,
current portion 25,018 (135,008) (160,026) 25,018
Due to related parties,
current portion 571,224 (505,000) 1,076,224 571,224
--------- ---------
Total current
liabilities 602,227 - -
--------- ---------
Note payable 0 - -
Due to related parties,
non-current portion 494,500 - 494,500 494,500
--------- ---------
Total liabilities 1,096,727 - -
Minority Interest 544 1,819 (1,275) 544
Stockholders' deficit
Common stock 30,000 30,000 (0) (0)
Additional paid-in
capital 1,314,214 (30,000) (0) 1,344,214 1,344,214
Share stock
subscribed 2,540,600 2,540,600 2,540,600
Other comprehensive
income 7,775 7,775 7,775
Retained earnings
(accumulated deficit)
during development
stage (1,297,200) - (1,297,200)(1,297,200)
---------- --------
Total stockholders'
deficit 2,595,388 - -
---------- -------- ------- ------- ---------- ------- ------- -------- ---------- -------
Total liabilities and
stockholders'
deficit 3,692,659 - (239,522) (8,282) 1,346,663 7,775 - (1,159,024) 52,390 (0)
========== ======== ======== ====== ========= ====== ===== ========= ======= =======
Check (0) -
Mining Concessions PPE:
Non-Cash Equipment
Don Ramon 521,739 Non-cash (due to related parties) Truck: 16,763
Las Nuvias 100,000 Non-cash (due to related parties) Tractor: 100,162
Pilar 735,724 Non-cash (debt) Molino #1 24,964
--------- Molino #2 25,183
1,357,463 -------
167,072
IVAT: AMM Payment (Dec/Jan) (11,180)
Ramon 78,261 Non-cash (debt) AMM Payment (Dec) (47,171)
Las Nuvias 15,000 Non-cash (debt) AMM Payment (24,964)
Pilar 20,000 Non-cash (debt) AMM Payment (15,183)
-------- AMM Payment (36,510)
213,361 ----------
32,064
IVAT (7,046)
----------
25,019
check 0