CORRESP 1 filename1.txt 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