S-8

  As filed with the Securities and Exchange Commission on  July 9,  2008

  Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TARA MINERALS CORP.

(Exact name of issuer as specified in its charter)

               Nevada                 

        20-5000381         

(State or other jurisdiction of

   (I.R.S. Employer

incorporation or organization)           

     Identification No.)

             2162 Acorn Court

                   Wheaton,  IL                 

                       60187           

(Address of Principal Executive Office)

                   (Zip Code)

Incentive Stock Option Plan

Non-Qualified Stock Option Plan

              Stock Bonus Plan              

(Full Title of Plan)

Tara Minerals Corp.

2162 Acorn Court

           Wheaton, IL 60187

 (Name and address of agent for service)

                        630-462-2079                     

 (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to agent for service to:

William T. Hart, Esq.

Hart & Trinen

l624 Washington Street

Denver, Colorado  80203

 (303) 839-0061

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)

1

                                           CALCULATION OF REGISTRATION FEE                                 

Proposed

Proposed

maximum

maximum

Title of securities

 Amount

  offering

aggregate

Amount of

 to be

   to be

    price

offering

registration

registered

registered (1)

per share (2)

   price

       fee       

Common Stock

4,750,000

$0.54

$2,565,000

$101

______________________________________________________________________________

(1)

The shares subject to this Registration Statement are shares granted pursuant to the Company’s Stock Option and Bonus Plans all of which may be reoffered in accordance with the provisions of Form S-8.  This Registration Statement also covers such additional number of shares, presently undeterminable, as may become issuable under the Stock Option and Bonus Plans in the event of stock dividends, stock splits, recapitalizations or other changes in the Company’s common stock.  

(2)

Varied, but not less than the fair market value on the date that the options were or are granted.  Pursuant to Rule 457(g), the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon closing price of the Company's common stock on June 30, 2008.

2

TARA MINERALS CORP.

Cross Reference Sheet Required Pursuant to Rule 404

PART I

INFORMATION REQUIRED IN PROSPECTUS

(NOTE:

Pursuant to instructions to Form S-8, the Prospectus described below is not required to be filed with this Registration Statement.)

Item

 No.

Form S-8 Caption

Caption in Prospectus

  1.

Plan Information

(a)

General Plan Information

Stock Option and Bonus Plans

(b)

Securities to be Offered

Stock Option and Bonus Plans

(c)

Employees who may Participate

Stock Option and Bonus Plans

in the Plan

(d)

Purchase of Securities Pursuant

Stock Option and Bonus Plans

to the Plan and Payment for

Securities Offered

(e)

Resale Restrictions

Resale of Shares by Affiliates

(f)

Tax Effects of Plan

Stock Option and Bonus Plans

Participation

(g)

Investment of Funds

Not Applicable.

(h)

Withdrawal from the Plan;

Other Information Regarding the Plans

Assignment of Interest

(i)

Forfeitures and Penalties

Other Information Regarding the Plans

(j)

Charges and Deductions and

Other Information Regarding the Plans

Liens Therefore

2.

Registrant Information and Employee

Available Information,

Plan Annual Information

Documents Incorporated by Reference

3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: Registration Statement on Form SB-2 (SEC file # 333-143512), report on Form 10-KSB for the year ended October 31, 2007, and report on Form 10-Q for the three months ended April 30, 2008.  All reports and documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement of which this Prospectus is a part which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part thereof from the date of filing of such reports or documents.

Item 4 - Description of Securities

Not required.

Item 5 - Interests of Named Experts and Counsel

Not Applicable.

Item 6 - Indemnification of Directors and Officers

The Bylaws of the Company provide in substance that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was a director, officer, employee, fiduciary or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person to the full extent permitted by the laws of the state of Colorado; and that expenses incurred in defending any such civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking y or on behalf of such director, officer or employee to repay such amount to the Company unless it shall ultimately be determined that such person is entitled to be indemnified by the Company as authorized in the Bylaws.

4

Item 7 – Exemption for Registration Claimed

Not applicable.

Item 8 – Exhibits

3.1

Articles of Incorporation

                       *

3.2

Bylaws

                       *

4.1

Incentive Stock Option Plan

         *

4.2

Non-Qualified Stock Option Plan (as amended)

         **

4.3

Stock Bonus Plan

         *

5

Opinion of Counsel

        **

23

Consents of Independent Public Accountants

     and Attorneys

                    **

24

Power of Attorney

Included in the signature page of this Registration Statement

  99

Additional Exhibits (Re-Offer Prospectus)

                    **

*

Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form SB-2 (File #333-143512).

**

Filed with this registration statement.

Item 9 - Undertakings

(a)  The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section l0(a)(3) of the Securities Act of l933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;

5

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section l3 or Section l5(d) of the Securities Act of l934

(2)

That, for the purpose of determining any liability under the Securities Act of l933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of l933, each filing of the registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the Securities Exchange Act of l934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section l5(d) of the Securities Exchange Act of l934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Francis Richard Biscan, Jr., his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of l933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on July 8, 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

Pursuant to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Francis Richard Biscan Jr

Director

July 8, 2008

Francis Richard Biscan, Jr.

/s/ Clifford A. Brown

Director

July 8, 2008

Clifford A. Brown

/s/ John Brownlie

Director

July 8, 2008

John Brownlie

/s/ Jeff Pritchard

Director

July 8, 2008

Jeff Pritchard

/s/ Ramiro Trevizo

Director

July 8, 2008

Ramiro Trevizo

7

FORM S-8

 Tara Minerals Corp.

2162 Acorn Court

Wheaton, IL 60187

8

EX-4.2

EXHIBIT 4.2

TARA MINERALS CORP.

NON-QUALIFIED STOCK OPTION PLAN

(As Amended)

l.

Purpose.  This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of Tara Minerals Corp. (the “Company”) and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock.  Options granted under the Plan are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended (the "Code").

2.

Definitions.

(a)

"Board" means the Board of Directors of the Company.

(b)

"Committee" means the directors duly appointed to administer the Plan, or in the absence of a Committee, the Company’s Board of Directors.

(c)

"Common Stock" means the Company's Common Stock.

(d)

"Date of Grant" means the date on which an Option is granted under the Plan.

(e)

"Option" means an Option granted under the Plan.

(f)

"Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan.

(g)

"Successor" means the legal representative of the estate of a deceased optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee.

3.

Administration of Plan.  The Plan shall be administered by the Company's Board of Directors or in the alternative, by a committee of two or more directors appointed by the Board (the "Committee").  If a Committee should be appointed, the Committee shall report all action taken by it to the Board.  The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Options shall be granted and the number of shares and purchase price of Common Stock covered by each Option; to construe and interpret the Plan; to determine the terms and provisions of the respective Option agreements, which need not be identical, including, but without limitation, terms covering the payment of the Option Price; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan.  All such actions and determinations shall be conclusively binding for all purposes and upon all persons.

1

4.

Common Stock Subject to Options.  The aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 3,000,000.  The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan.  In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan.

5.

Participants.  Options may be granted under the Plan to employees, directors and officers, and consultants or advisors to the Company (or the Company’s subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.

6.

Terms and Conditions of Options.  Any Option granted under the Plan shall be evidenced by an agreement executed by the Company and the recipient and shall contain such terms and be in such form as the Committee may from time to time approve, subject to the following limitations and conditions:

(a)

Option Price.  The Option Price per share with respect to each Option shall be determined by the Committee.

(b)

Period of Option.  The period during which each option may be exercised, and the expiration date of each Option shall be fixed by the Committee, but, notwithstanding any provision of the Plan to the contrary, such expiration date shall not be more than ten years from the date of Grant.

(c)

Vesting of Shareholder Rights.  Neither an Optionee nor his successor shall have any rights as a shareholder of the Company until the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor.

(d)

Exercise of Option.  Each Option shall be exercisable from time to time during a period (or periods) determined by the Committee and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option Agreement, limit the number of shares purchaseable thereunder in any period or periods of time during which the Option is exercisable.

(e)

Nontransferability of Option.  No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws of descent and distribution and each Option shall be exercisable, during the Optionee's lifetime, only by him.  No Option shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except with the express consent of the Committee.

(f)

Death of Optionee.  If an Optionee dies while holding an Option granted hereunder, his Option privileges shall be limited to the shares which were immediately purchasable by him at the date of death and such Option privileges shall expire unless exercised by his successor within four months after the date of death.

2

7.

Reclassification, Consolidation, or Merger.  If and to the extent that the number of issued shares of Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to Option and the Option price per share shall be proportionately adjusted by the Committee, whose determination shall be conclusive.  If the Corporation is reorganized or consolidated or merged with another corporation, an Optionee granted an Option hereunder shall be entitled to receive Options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions.  The new Option or assumption of the old Option shall not give Optionee additional benefits which he did not have under the old Option, or deprive him of benefits which he had under the old Option.

8.

Restrictions on Issuing Shares.  The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares purchased thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

Unless the shares of stock covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each optionee shall, by accepting an option, represent and agree, for himself and his transferrees by will or the laws of descent and distribution, that all shares of stock purchased upon the exercise of the option will be acquired for investment and not for resale or distribution.  Upon such exercise of any portion of an option, the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution.  Furthermore, the Company may, if it deems appropriate, affix a legend to certificates representing shares of stock purchased upon exercise of options indicating that such shares have not been registered with the Securities and Exchange Commission and may so notify the Company's transfer agent.  Such shares may be disposed of by an optionee in the following manner only: (l) pursuant to an effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission.  If shares of stock covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of optionees who are directors, officers, or principal shareholders of the Company.  Such persons may dispose of shares only by one of the three aforesaid methods.

9.

Use of Proceeds.  The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes.

10.

Amendment, Suspension, and Termination of Plan.  The Board of Directors may alter, suspend, or discontinue the Plan at any time.

3

            Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan.  No Option may be granted during any suspension or after the termination of the Plan.  No amendment, suspension, or termination of the Plan shall, without an Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to such Optionee under the Plan.

11.

Limitations.  Every right of action by any person receiving options pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where such action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises.

12.

Governing Law.  The Plan shall be governed by the laws of the State of Nevada.

13.

Expenses of Administration.  All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company.

4

EX-5.1

EXHIBIT 5

HART & TRINEN, LLP

1624 Washington St.

Denver, CO  80203

(303) 839-0061

June 30, 2008

Tara Minerals Corp.

2162 Acorn Court

Wheaton, IL 60187

Gentlemen:

This letter will constitute an opinion upon the legality of the sale by Tara Minerals Corp., a Nevada corporation, and by certain shareholders of the Company, of up to 4,750,000 shares of Common Stock, all as referred to in the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission.

We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of the Company and the applicable laws of the State of Nevada, and a copy of the Registration Statement.  In our opinion, the Company has duly authorized the issuance of the shares of stock mentioned above and such shares when sold, will be legally issued, fully paid, and nonassessable.

Very truly yours,

HART & TRINEN

By    /s/ William T. Hart  

       William T. Hart

EX-23.1

EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated December 28, 2007, accompanying the consolidated financial statements included in the Annual Report of Tara Minerals Corp., Inc. on Form 10-KSB for the year ended October 31, 2007, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in this Registration Statement on Form S-8 of the aforementioned report.

MENDOZA BERGER & COMPANY LLP

/s/ Mendoza Berger & Company LLP

July 8,, 2008

Irvine, California

EX-23.2

Exhibit 23.2

CONSENT OF ATTORNEYS

Reference is made to the Registration Statement of Tara Minerals Corp. on Form S-8 whereby the Company, as well as certain shareholders of the Company, propose to sell up to 4,750,000 shares of the Company’s Common Stock.  Reference is also made to Exhibit 5 included in the Registration Statement relating to the validity of the securities proposed to be issued and sold.

We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.

Very Truly Yours,

HART & TRINEN, L.L.P.

By  /s/ William T. Hart

      William T. Hart

Denver, Colorado

June 30, 2008

EX-99.1

EXHIBIT 99

TARA MINERALS CORP.

Common Stock

This Prospectus relates to shares (the “Shares”) of common stock (the “Common Stock”) of Tara Minerals Corp. (“Tara Minerals” or “the Company”) which may be issued pursuant to certain employee compensation plans adopted by the Company.  The employee compensation plans provide for the grant, to selected employees of the Company and other persons, of either shares of the Company’s common stock or options to purchase shares of the Company’s common stock.  Persons who received Shares pursuant to the Plans and who are offering such shares to the public by means of this Prospectus are referred to as the "Selling Shareholders".

The Company has an Incentive Stock Option Plan, a Non-Qualified Stock Option Plan and a Stock Bonus Plan.  In some cases these plans are collectively referred to as the "Plans".  The terms and conditions of any stock grants and the terms and conditions of any options, including the price of the shares of Common Stock issuable on the exercise of options, are governed by the provisions of the respective Plans and any particular agreements between the Company and the Plan participants.

The Selling Shareholders may offer the shares from time to time in negotiated transactions in the over-the-counter market, at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through securities broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker/dealers may act as agent or to whom they sell as principal, or both (which compensation as to a particular broker/dealer might be in excess of customary commissions).  See "Selling Shareholders" and "Plan of Distribution".

None of the proceeds from the sale of the Shares by the Selling Shareholders will be received by the Company.  The Company has agreed to bear all expenses (other than underwriting discounts, selling commissions and fees and expenses of counsel and other advisers to the Selling Shareholders).  The Company has agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

The date of this prospectus is July__, 2008.

1

AVAILABLE INFORMATION

            The Company is subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the “Commission”).  Proxy statements, reports and other information concerning the Company can be inspected and copied at the Commission's office at 100 F Street, NE, Washington, D.C. 20549.  Certain information concerning the Company is also available at the Internet Web Site maintained by the Securities and Exchange Commission at www.sec.gov.  This Prospectus does not contain all information set forth in the Registration Statement of which this Prospectus forms a part and exhibits thereto which the Company has filed with the Commission under the Securities Act and to which reference is hereby made.

DOCUMENTS INCORPORATED BY REFERENCE

The Company will provide, without charge, to each person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into this Prospectus). Requests should be directed to:

Tara Minerals Corp.

2162 Acorn Court

Wheaton, IL 60187

 (630) 462-2079

Attention:  Secretary

The following documents filed with the Commission by the Company are hereby incorporated by reference into this Prospectus:

(1)

the Company’s Registration Statement on Form SB-2 (SEC file # 333-143512);

(2)

the Company’s report on Form 10-KSB for the year ended October 31, 2007.

(3)

the Company’s report on Form 10-Q for the three months ended April 30, 2008.

All documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering registered hereby shall be deemed to be incorporated by reference into this Prospectus from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

2

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY ............…………………………………………….………

RISK FACTORS ………………………............…………………………………………

DILUTION AND COMPARATIVE SHARE DATA…………………………………….

USE OF PROCEEDS .................................……………………………………………….

SELLING SHAREHOLDERS............................................………………………………..

PLAN OF DISTRIBUTION ..........................................……………………….…………...    

DESCRIPTION OF COMMON STOCK ...................................……………………….….    

GENERAL ..........................................................……………………………………….…...   

3

PROSPECTUS SUMMARY

Tara Minerals was incorporated in Nevada on May 12, 2006.  

Tara Minerals is involved in the exploration and development of mining properties which may be productive of metals such as copper, lead and zinc.  As of the date of this prospectus Tara Minerals had acquired three mining properties in Mexico.

           Tara Minerals’ offices are located at 2162 Acorn Court, Wheaton, IL 60187.  Tara Minerals’ telephone number is 630-462-2079 and its fax number is 630-456-4135.

Tara Minerals’ common stock trades on the OCT Bulletin Board under the symbol “TARM”.

Tara Minerals’ website is www.taraminerals.com.  

As of June 30, 2008 Tara Minerals had 38,949,334 outstanding shares of common stock.

The Offering

By means of this prospectus a number of the shareholders of Tara Minerals are offering to sell shares of its common stock.  The shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions.  

The purchase of the securities offered by this prospectus involves a high degree of risk.  Risk factors include the lack of any relevant operating history, losses since Tara Minerals was incorporated, and the need for Tara Minerals to sell more of its common stock to raise additional capital.  See “Risk Factors” for additional risks.

RISK FACTORS

The securities offered by this prospectus involve a high degree of risk.  Prospective investors should consider the following risk factors which affect Tara Minerals’ business and this offering.  If any of the risks discussed below materialize, shares of Tara Minerals’ common stock could decline in value or become worthless.

Risk Factors Related to Tara Minerals’ Business.

TARA MINERALS IS IN THE EXPLORATION STAGE, HAS CONDUCTED ONLY LIMITED OPERATIONS, AND MAY NEVER BE PROFITABLE.  As of the date of this prospectus Tara Minerals:

·

had not generated any revenue, and

·

did not have any probable or proven reserves.

Tara Minerals may not be able to implement its business plan, may never be profitable, and the shares which may be sold in this offering may not have any value.

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THE FAILURE OF TARA MINERALS TO OBTAIN CAPITAL MAY SIGNIFICANTLY RESTRICT ITS PROPOSED OPERATIONS.  The capital required for exploration and development of mining properties is substantial.  Even if Tara Minerals finds a valuable deposit of minerals, it may be several years before production is possible.

Tara Minerals does not know what the terms of any future capital raising may be but any future sale of Tara Minerals’ equity securities would dilute the ownership of existing stockholders and could be at prices substantially below the price of the shares of common stock sold in this offering.  The failure of Tara Minerals to obtain the capital which it requires will result in the slower implementation of Tara Minerals’ business plan or the inability of Tara Minerals to implement its business plan.  Tara Minerals may not be able to obtain the capital which it will need.  

TARA MINERALS’ EARNINGS WILL BE AFFECTED BY THE PRICE OF COPPER, LEAD, ZINC AND SILVER.  Tara Minerals’ revenues will primarily be derived from the sale of metals such as copper, lead, zinc and silver.  As a result, Tara Minerals’ earnings will be directly related to the prices of these metals which are affected by numerous factors including:

·

expectations for inflation;

·

speculative activities;

·

relative exchange rate of the U.S. dollar;

·

global and regional demand and production;

·

political and economic conditions; and

·

production costs in major producing regions.

These factors are beyond Tara Minerals’ control and are impossible to predict.  If the market prices for these metals fall below the costs to produce them for a sustained period of time, Tara Minerals may have to discontinue its exploration, development or mining operations.

THE EXPLORATION AND DEVELOPMENT OF NEW ORE BODIES MAY COST MORE AND PROVIDE LESS RETURN THAN ESTIMATED.  Tara Minerals’ operations will be dependent to a large extent on its ability to explore for and develop new ore bodies and/or expand existing mining operations. Before it can begin a development project, Tara Minerals Tara Minerals must first determine whether it is economically feasible to do so. This determination will be based on estimates of several factors, including:

·

reserves;

·

expected recovery rates of metals from the ore;

·

facility and equipment costs;

·

capital and operating costs of a development project;

·

future metals prices;

·

comparable facility and equipment costs; and

·

anticipated climate conditions.

Some mining prospects may have no operating history upon which to base any estimates, in which case estimates will be based in large part on Tara Minerals’ interpretation of geological data, a limited number of drill holes, and other sampling techniques.  Actual operating costs and

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returns from a development project may differ substantially from estimates, causing the project to be uneconomical.

TARA MINERALS’ EXPLORATION EFFORTS MAY NOT BE SUCCESSFUL.  Tara Minerals must continually replace ore reserves depleted by production. Tara Minerals’ ability to replace depleted ore reserves will depend on the success of its exploration program. Mineral exploration is highly speculative, involves many risks and is often nonproductive. Even if Tara Minerals finds a valuable deposit of minerals, it may be several years before production is possible.

During that time, it may not be economically feasible to mine and process mineral deposits. Establishing ore reserves requires substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, Tara Minerals may never be profitable.

TARA MINERALS WILL FACE STRONG COMPETITION FROM OTHER MINING COMPANIES FOR THE ACQUISITION OF PROPERTIES.  Mines have limited lives and as a result, Tara Minerals must continually seek to replace and expand reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in the Mexico and other areas where Tara Minerals would consider conducting exploration and/or production activities. Tara Minerals will face strong competition for new properties from other mining companies, many of which have greater financial resources than Tara Minerals.  As a result, Tara Minerals may be unable to acquire attractive new mining properties on terms that considered acceptable.

THE UNAVAILABILITY OF PERSONNEL, MATERIAL OR EQUIPMENT WOULD PREVENT THE EXPLORATION AND DEVELOPMENT OF TARA MINERALS’ PROPERTIES.  Tara Minerals does not plan to hire any additional employees to implement its business plan but rather plans to use independent contractors for its mining operations.  In addition, all material and equipment used in its mining operations will be obtained from unrelated third parties.  However, shortages of qualified personnel, material and equipment needed for Tara Minerals’ mining operations could interfere with Tara Minerals’ exploration and development plans and, consequently, Tara Minerals may incur costs in excess of those anticipated as well as delays in its mining operations.  Additionally, because the contractors who will provide services to Tara Minerals may be involved in mining activities for others, to the extent the contractors can obtain only a limited supply of a necessary item, they may use the item for mining operations unrelated to Tara Minerals’ properties.  

THE TITLES TO SOME PROPERTIES MAY BE DEFECTIVE, IN WHICH CASE TARA MINERALS MAY NOT BE ABLE TO PRODUCE ORE FROM THE PROPERTIES.  Mining properties located in foreign countries may constitute a significant portion of Tara Minerals’ property holdings. The validity of the title to mining properties in foreign countries is often uncertain and may be contested. In accordance with mining industry practice, Tara Minerals will not generally obtain title opinions until it decides to develop a property. Therefore, while Tara Minerals will attempt to acquire satisfactory title to undeveloped properties, some titles may be defective.

TARA MINERALS’ OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH THE MINING INDUSTRY.  Tara Minerals’ business will be subject to a number of risks and hazards including:

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·

environmental hazards;

·

political and country risks;

·

industrial accidents;

·

labor disputes;

·

unusual or unexpected geologic formations;

·

cave-ins;

·

explosive rock failures; and

·

flooding and periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in:

·

damage to or destruction of mineral properties or producing facilities;

·

personal injury;

·

environmental damage;

·

delays in mining;

·

monetary losses; and

·

legal liability.

However, Tara Minerals may not be able to obtain insurance to protect itself against future losses, particularly if there is a significant increase in the cost of premiums. Insurance against environmental risks may generally be either unavailable or too expensive, in which case Tara Minerals would not maintain environmental insurance. To the extent Tara Minerals is subject to environmental liabilities, it would have to pay for these liabilities. Moreover, in the event that Tara Minerals is unable to fully pay for the cost of remedying an environmental problem, Tara Minerals might be required to suspend operations or enter into other interim compliance measures.

TARA MINERALS MAY BE UNABLE TO CONDUCT MINING OPERATIONS IF IT IS UNABLE TO OBTAIN REQUIRED GOVERNMENT PERMITS.  In the ordinary course of business, mining companies are required to obtain government permits for mining operations. Obtaining the necessary government permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of efforts to obtain permits will be contingent upon many variables not within Tara Minerals’ control. Obtaining environmental protection permits, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority.  Tara Minerals may not be able to obtain all permits necessary for its mining operations and, if obtained, the costs involved may exceed those previously estimated. It is possible that the costs and delays associated with the compliance with applicable standards and regulations could become so significant that Tara Minerals would not proceed with the development or operation of a mine or mines.

TARA MINERALS WILL FACE SUBSTANTIAL GOVERNMENTAL REGULATION AND ENVIRONMENTAL RISKS, WHICH COULD CAUSE TARA MINERALS TO SPEND SUBSTANTIAL AMOUNTS OF MONEY.  Tara Minerals’ business will be subject to extensive laws and regulations governing development, production, labor standards, occupational health,

7

waste disposal, use of toxic substances, environmental regulations, mine safety and other matters.

Tara Minerals may be required to maintain reserves for costs associated with mine closure, reclamation of land and other environmental matters. Future expenditures related to closure, reclamation and environmental expenditures are difficult to estimate due to:

·

the uncertainties relating to the costs and remediation methods that will be required in specific situations;

·

the possible participation of other potentially responsible parties; and

·

changing environmental laws, regulations and interpretations.

Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. The amount of the financial assurances and the amount required to be set aside as collateral for financial assurances are dependent upon a number of factors, including reclamation cost estimates.  Tara Minerals may be unable to maintain the financial assurances which may be required.

TARA MINERALS’ OFFICERS HAVE LIMITED MINING EXPERIENCE AND DO NOT PLAN TO DEVOTE THEIR FULL TIME TO TARA MINERALS’ BUSINESS.  The President of Tara Minerals is Francis Richard Biscan, Jr.  Although Tara Minerals plans to hire experienced geologists and contractors, Mr. Biscan has only limited experience in mining.  In addition, since Tara Minerals’ officers plan to devote only a portion of their time to its business, Tara Minerals’ chances of being profitable will be less than if it had full time management.  Notwithstanding the above, the loss of Mr. Biscan, whether as a result of death, disability or otherwise, may have a material adverse effect upon Tara Minerals’ business.

TARA MINERALS’ PRINCIPAL SHAREHOLDER OWNS A CONTROLLING INTEREST IN TARA MINERALS’ COMMON STOCK.  Tara Gold Resources Corp. owns 80% of Tara Minerals’ outstanding common stock and is able to control the election of directors, the appointment of officers, and the outcome of other corporate actions requiring shareholder approval.  As a result of this concentration of ownership, other shareholders do no have the voting power to change management, even if a change in management would be perceived by the investment community as being beneficial.

Risk Factors Related to this Offering

SINCE AS OF THE DATE OF THIS PROSPECTUS THERE WAS ONLY A LIMITED PUBLIC MARKET FOR TARA MINERALS’ COMMON STOCK, PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS MAY BE UNABLE TO SELL THEIR SHARES.   If purchasers are unable to sell their shares, purchasers may never be able to recover any amounts which they paid for Tara Minerals’ common stock.

DISCLOSURE REQUIREMENTS PERTAINING TO PENNY STOCKS MAY REDUCE THE LEVEL OF TRADING ACTIVITY IN THE MARKET FOR TARA MINERALS’ COMMON STOCK AND INVESTORS MAY FIND IT DIFFICULT TO SELL THEIR SHARES.   Trading in Tara Minerals’ common stock is subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors.  For transactions covered by the rule, brokers/dealers must make a special suitability determination

8

for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale.  The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks".  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system).  The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.  

SELLING SHAREHOLDERS

The Company has issued (or may in the future issue) shares of its common stock to various persons pursuant to certain employee compensation plans adopted by the Company.  The employee compensation plans provide for the grant or issuance to selected employees of the Company and other persons of shares of the Company’s common stock or options to purchase shares of the Company’s common stock.  Persons who received shares pursuant to the Plans and who are offering such shares to the public by means of this Prospectus are referred to as the “Selling Shareholders”.

The Company has adopted stock option and stock bonus plans.  A summary description of these plans follows.  In some cases these Plans are collectively referred to as the “Plans”.  

Incentive Stock Option Plan.  The Company’s Incentive Stock Option Plan authorizes the issuance of shares of the Company’s Common Stock to persons that exercise options granted pursuant to the Plan.  Only Company employees may be granted options pursuant to the Incentive Stock Option Plan.

Non-Qualified Stock Option Plan.  The Company’s Non-Qualified Stock Option Plan authorizes the issuance of shares of the Company’s Common Stock to persons that exercise options granted pursuant to the Plans.  The Company’s employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plans, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.  The option exercise price is determined by the Committee.

Stock Bonus Plan.  The Company’s Stock Bonus Plan allows for the issuance of shares of Common Stock to it’s employees, directors, officers, consultants and advisors.  However bona fide services must be rendered by the consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.

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Summary.  The following is a summary of the options granted pursuant to the Plans as of June 30, 2008.  Each option represents the right to purchase one share of the Company’s common stock.

    Total

   Shares

    Shares

Reserved for

    Shares

  Remaining

  Reserved

Outstanding

  Issued as

  Options/Shares

Name of Plan

Under Plans

   Options

Stock Bonus

  Under Plans

Incentive Stock Option Plan  

1,000,000

--

N/A

1,000,000

Non-Qualified Stock Option Plan  

3,000,000

1,720,000

N/A

1,280,000

Stock Bonus Plan          

750,000

N/A

750,000

The following lists in detail the options granted as of June 30, 2008.  All of the options listed below were granted pursuant to the Company’s Non-Qualified Stock Option Plan.

Shares Issuable

Upon Exercise

Exercise

Expiration

Options Exercised

Name

    of Options

   Price

    Date

  As of June 30, 2008

Francis R. Biscan, Jr.

750,000

$0.05

2/01/10

--

Clifford A. Brown

250,000

$0.05

2/01/10

--

John Brownlie

360,000

$0.50

5/31/11 (1)

--

Jeff Pritchard

360,000

$0.50

5/31/11 (1)

--

(1)

These options will expire on the first to occur of the following: (i) the Expiration Date, (ii) the date the option holder resigns as a director of the Company, or (iii) the date the option holder is removed from office for Cause.  

For the purpose of these options "Cause" means any action by the Option Holder or any inaction by the Option Holder which constitutes:

(i)

fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(ii)

a willful or knowing failure or refusal by the Option Holder to perform any or all of his material duties and responsibilities as a director of the Company, other than as the result of the Option Holder's death or Disability; or

(iii)

gross negligence by the Option Holder in the performance of any or all of his material duties and responsibilities as a director of the Company, other than as a result of the Option Holder's death or Disability;

For purposes of these options "Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Option Holder from reasonably discharging his duties and responsibilities as a director of the Company.  If any disagreement or dispute shall arise between the Company and the Option Holder as to whether the Option Holder suffers from a Disability, then, in such event, the Option Holder shall submit to the physical or mental examination of a physician licensed under the laws of Illinois, who is mutually agreeable to the Company and the Option Holder, and such physician shall determine whether the Option Holder

10

suffers from such a Disability.  In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Option Holder.

Shares issued or issuable upon the exercise of options granted to the Company’s officers and directors pursuant to the Incentive Stock Option and Non-Qualified Stock Option Plans, as well as shares issued pursuant to the Stock Bonus Plan, are being offered by means of this Prospectus.  The following table lists the shareholdings of the Company’s officers and directors and the shares offered by means of this Prospectus as of June 30, 2008.

   Number of

  Number of Shares

  Shares to be

  Name of

      Being Offered

   Owned on

Percent

  Selling

  Number of        

Option         

Bonus

Completion of

    of

Shareholder

Shares Owned    

Shares (1)      

Shares

  the Offering

  Class 

Francis R. Biscan, Jr.

--

750,000

--

--

--

Clifford A. Brown

--

250,000

--

--

--

John Brownlie

360,000

360,000

--

360,000

(2)

Jeff Pritchard

75,000

360,000

--

75,000

(2)

(1)

Represents shares issuable upon the exercise of Non-Qualified stock options.

(2)

Less than 1%

John Brownlie and Jeff Pritchard are directors of the Company.  

The Company has filed with the Commission under the Securities Act of 1933 a Form S-8 registration statement, of which this Prospectus forms a part, with respect to the resale of the Shares from time to time in the over-the-counter market or in privately negotiated transactions.

PLAN OF DISTRIBUTION

The Selling Shareholders may sell the Shares offered by this Prospectus from time to time in negotiated transactions in the over-the-counter market at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.  The Selling Shareholders may effect such transactions by selling the Shares to or through broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the Shares for which such broker/dealers may act as agent or to whom they may sell, as principal, or both (which compensation as to a particular broker/dealer may be in excess of customary compensation).

The Selling Shareholders and any broker/dealers who act in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of §2(11) of the Securities Acts of 1933, and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act.  The Company has agreed to indemnify the Selling Shareholders and any securities broker/dealers who may be deemed to be underwriters against certain liabilities, including liabilities under the Securities Act as underwriters or otherwise.

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The Company has advised the Selling Shareholders that they and any securities broker/dealers or others who may be deemed to be statutory underwriters will be subject to the Prospectus delivery requirements under the Securities Act of 1933.  The Company has also advised each Selling Shareholder that in the event of a "distribution" of the shares owned by the Selling Shareholder, such Selling Shareholder, any "affiliated purchasers", and any broker/ dealer or other person who participates in such distribution may be subject to Rule 102 under the Securities Exchange Act of 1934 ("1934 Act") until their participation in that distribution is completed.  A "distribution" is defined in Rule 102 as an offering of securities "that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods".  The Company has also advised the Selling Shareholders that Rule 101 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the price of the Common Stock in connection with this offering.

DESCRIPTION OF SECURITIES

Tara Minerals is authorized to issue 75,000,000 shares of common stock.  Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders.  Cumulative voting is not allowed; hence, the holders of a majority of the outstanding common stock can elect all directors.

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of Tara Minerals’ assets after payment of liabilities.  The board is not obligated to declare a dividend.  It is not anticipated that dividends will be paid in the foreseeable future.

Holders of common stock do not have preemptive rights to subscribe to additional shares if issued by Tara Minerals.  There are no conversion, redemption, sinking fund or similar provisions regarding the common stock.  All outstanding shares of common stock are fully paid and nonassessable.

Transfer Agent

Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.  Telephone 303-282-4800, Fax 303-282-5800.

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GENERAL

The Company’s Bylaws provide that the Company will indemnify its directors and officers against expense and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them as a result of their being or having been the Company directors or officers unless, in any such action, they have acted with gross negligence or willful misconduct.  Officers and Directors are not entitled to be indemnified for claims or losses resulting from a breach of their duty of loyalty to the Company, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or a transaction from which the director derived an improper personal benefit.  Insofar as indemnification for liabilities arising under the Securities Act of l933 may be permitted to the Company’s directors and officers, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of l933, and is, therefore, unenforceable.

No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with this offering and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the selling shareholders.  This prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation.  Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any change in the affairs of the Company since the date hereof or that any information contained herein is correct as to any time subsequent to its date.

All dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus.  This is an addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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