10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 10-Q

 (Mark One)

R  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

OR

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________.

COMMISSION FILE NUMBER  333-143512

TARA MINERALS CORP.

(Exact Name of Registrant 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	60189
(Address of principal executive offices)	(Zip code)
(630) 462-2079
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  R    No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-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 November 14, 2011, the Company had 64,859,588 outstanding shares common stock.

1

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	Page
Item 1.  Financial Statements	3
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 4.  Controls and Procedures	24
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings	25
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.  Defaults Upon Senior Securities	25
Item 4.  [REMOVED AND RESERVED]	25
Item 5.  Other Information	25
Item 6.  Exhibits	25
SIGNATURES	26

2

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

TARA MINERALS CORP. AND SUBSIDIARIES

(A Subsidiary of Tara Gold Resources Corp.)

(An Exploration Stage Company)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2011 AND 2010

AND

THE PERIOD FROM INCEPTION (MAY 12, 2006) THROUGH SEPTEMBER 30, 2011

3

TARA MINERALS CORP. AND SUBSIDIARIES

(A Subsidiary of Tara Gold Resources Corp.)

(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	SEPT 30, 2011			DEC 31, 2010
	(Unaudited)
Assets
Current assets
Cash	$	411,960		$	157,579
Recoverable value added taxes, net of allowance for bad debt of  $1,235,132 and $1,366,533 at September 30, 2011 and December 31, 2010, respectively		161,221			170,494
Other receivables, net of allowance for bad debt of $3,062 and $4,692 at September 30, 2011 and December 31, 2010, respectively		110,822			104,828
Prepaid Assets		133,000			-
Total current assets		817,003			432,901
Property, plant, equipment, mine development and land, net of accumulated depreciation of $491,600 and $295,925 at September 30, 2011 and  December 31, 2010, respectively		6,994,044			8,101,786
Mining deposits		201,102			53,368
Deferred tax		2,820,013			2,930,982
Goodwill		12,028			12,028
Other assets		165,112			157,870
Total Assets	$	11,009,302		$	11,688,935
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	1,017,660		$	680,221
Notes payable, current portion		411,696			824,001
Notes payable related party		100,000			100,000
Due to related parties, net of due from of $79,077 and $69,143 at September 30, 2011 and December 31, 2010, respectively		2,552,645			3,465,232
Deferred revenue		100,000			-
Total current liabilities		4,182,001			5,069,454
Notes payable, non-current portion		80,620			1,068,350
Total liabilities		4,262,621			6,137,804
Commitments and contingencies		-			-
Iron Ore Properties financial instrument, net of $180,000 beneficial conversion feature		570,000			-
Stockholders’ equity
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding 64,859,588 and 57,236,288 shares outstanding at September 30, 2011 and December 31, 2010, respectively		64,860			57,236
Additional paid-in capital		29,993,883			24,515,978
Common stock payable, net of stock receivable of $0 and $212,744 at September 30, 2011 and December 31, 2010, respectively		218,000			1,129,696
Other comprehensive loss		(208,419	)		(246,253	)
Accumulated deficit during exploration stage		(26,441,934	)		(21,962,357	)
Total Tara Minerals stockholders’ equity		3,626,390			3,494,300
Non-controlling interest		2,550,291			2,056,831
Total equity		6,176,681			5,551,131
Total liabilities and stockholders’ equity	$	11,009,302		$	11,688,935

See Accompanying Notes to these Condensed Consolidated Financial Statements.

4

TARA MINERALS CORP. AND SUBSIDIARIES

(A Subsidiary of Tara Gold Resources Corp.)

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND

COMPREHENSIVE LOSS

(UNAUDITED)

	THREE MONTHS ENDED SEPTEMBER  30, 2011			THREE MONTHS ENDED SEPTEMBER 30, 2010			NINE MONTHS ENDED SEPTEMBER 30, 2011			NINE MONTHS ENDED SEPTEMBER 30, 2010			FROM  INCEPTION (MAY 12, 2006) TO  SEPTEMBER 30, 2011
Mining revenues	$	-		$	86,178		$	-		$	123,953		$	160,421
Cost of revenue		-			-			-			-			658,007
Gross margin		-			86,178			-			123,953			(497,586	)
Exploration expenses		109,123			448,058			1,497,277			2,336,708			3,970,986
Operating, general, and administrative expenses		1,146,825			3,480,312			2,803,028			13,166,066			23,175,368
Net operating loss		(1,255,948	)		(3,842,192	)		(4,300,305	)		(15,378,821	)		(27,643,940	)
Non-operating (income)  expense
Interest (income)		(6,744	)		(82,063	)		(19,823	)		(94,899	)		(155,463	)
Loss on conversion of note payable		-			-			-			-			783,090
Interest expense		32,415			239,629			101,542			274,544			2,190,342
Gain on debt extinguishment		-			-			-			(6,138	)		(6,138	)
Loss on disposal or sale of assets		-			-			4,260			-			4,260
Other expense (income)		116			(92	)		(11,137	)		(1,148	)		(791, 172	)
Total non-operating  expense		25,787			157,474			74,842			172,359			2,024,919
Loss before income taxes		(1,281,735	)		(3,999,666	)		(4,375,147	)		(15,551,180	)		(29,668,859	)
Income tax provision (benefit)		110,969			-			110,969			-			(2,820,013	)
Less: non-controlling interest		(11,008	)		12,889			6,540			304,043			406,913
Net loss attributable to Tara Minerals’ shareholders		(1,403,712	)		(3,986,777	)		(4,479,576	)		(15,247,137	)		(26,441,933	)
Other comprehensive income (loss):
Foreign currency translation		70,571			33,616			37,834			(35,661	)		(208,419	)
Comprehensive loss	$	(1,333,141	)	$	(3,953,161	)	$	(4,441,742	)	$	(15,282,798	)	$	(26,650,352	)
Net loss per share, basic and diluted	$	(0.02	)	$	(0.07	)	$	(0.07	)	$	(0.29	)
Weighted average number of shares, basic and diluted		63,946,338			54,661,144			62,846,792			53,529,486

See Accompanying Notes to these Condensed Consolidated Financial Statements.

5

.

TARA MINERALS CORP. AND SUBSIDIARIES

(A Subsidiary of Tara Gold Resources Corp.)

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	NINE MONTHS ENDED SEPTEMBER 30, 2011			NINE MONTHS ENDED SEPTEMBER 30, 2010			FROM INCEPTION (MAY 12, 2006) THROUGH SEPTEMBER 30, 2011
Cash flows from operating activities:
Net loss attributable to Tara Minerals’ shareholders	$	(4,479,576	)	$	(15,247,137	)	$	(26,441,933	)
Adjustments to reconcile net loss to net cash used in operating              activities:
Allowance for doubtful accounts		(133,031	)		653,674			1,858,903
Depreciation		208,217			153,415			504,142
Stock based compensation and stock bonuses		529,738			6,471,099			8,464,942
Common stock issued for services		214,500			4,221,110			5,586,184
Cancellation of shares for settlement		-			-			(750,000	)
Non-controlling interest in net loss of consolidated subsidiaries		(6,540	)		(277,973	)		(406,903	)
Non-controlling interest - stock issued to third parties of subsidiaries		-			-			348,549
Expense of mining deposit upon note modification		-			-			6,000
Accretion of beneficial conversion feature and debt discount		-			84,156			1,983,575
Exploration expenses paid with parent and subsidiary common stock		1,059,184			1,224,375			2,283,559
Gain on debt extinguishment		-			6,138			(6,138	)
Loss on conversion of debt to common stock		-			-			783,090
Accrued interest converted to common stock		-			-			84,438
Deferred tax asset, net		110,969			-			(2,820,013	)
Loss on disposal or sale of assets		4,260			-			4,260
Rent expense reclassified from capital lease		12,207			-			12,207
Changes in current operating assets and liabilities:
Recoverable value added taxes		(48,676	)		(292,848	)		(1,102,284	)
Other receivables		2,867			(56,228	)		(106,653	)
Prepaid expenses		(133,000	)		-			(133,000	)
Other assets		(7,242	)		(110,577	)		(165,113	)
Accounts payable and accrued expenses		352,127			345,121			1,051,467
Deferred revenue		100,000			-			100,000
Net cash used in operating activities		(2,213,996	)		(2,825,675	)		(8,860,721	)
Cash flows from investing activities:
Acquisition of land		-			-			(19,590	)
Purchase of mining concession		(30,060	)		(25,149	)		(860,231	)
Deposits toward mining concessions		(177,734	)		-			(208,734	)
Acquisition of property, plant and equipment		(5,522	)		(330,205	)		(2,593,571	)
Cash included in business acquisition		-			-			2,037
Business acquisition goodwill		-			-			(3,758	)
Payments made for construction in progress		-			-			-
Proceeds from disposal/sale of assets		29,128			-			29,128
Net cash used in investing activities		(184,188	)		(355,354	)		(3,654,719	)
Cash flows from financing activities:
Cash from the sale of common stock		2,272,411			980,043			8,970,699
Proceeds from notes payable, related party		-			247,030			150,000
Proceeds from notes payable		-			480,000			480,000
Payments towards notes payable		(123,093	)		(711,451	)		(1,313,556	)
Payment towards equipment financing		-			(41,412	)		(201,438	)
Change in due to/from related parties, net		(1,002,587	)		304,245			1,926,213
Common stock payable		218,000			671,500			5,256
Non-controlling interest – cash from sale of sale of common stock of subsidiaries		500,000			260,482			2,368,645

6

Iron Ore Properties financial instrument		750,000			-			750,000
Net cash provided by financing activities		2,614,731			2,190,437			13,135,819
Effect of exchange rate changes on cash		37,834			(35,661	)		(208,419	)
Net increase (decrease)		254,381			(1,026,253	)		411,960
Cash, beginning of period		157,579			1,230,376			-
Cash, end of period	$	411,960		$	204,123		$	411,960
Supplemental Information:
Interest paid	$	100,987		$	26,275		$	283,454
Income taxes paid	$	-		$	-		$	-
Non-cash Investing and Financing Transactions:
Purchase of mining concession paid by debt to related party plus capitalized interest(negative movement due to note modification)	$	163,793		$	-		$	1,445,448
Purchase of or (reduction) in purchase of concession paid with notes payable plus capitalized interest	$	(1,310,974	)	$	(3,324,485	)	$	986,771
Recoverable value-added taxes incurred through additional debt and due to related party, net of mining concession modification	$	(192,102	)	$	(508,814	)	$	1,384,641
Beneficial conversion value for convertible debt	$	-		$	-		$	1,695,000
Conversion of debt to common stock, plus accrued interest	$	559,350		$	-		$	2,309,438
Purchase of mining equipment with common stock	$	-		$	-		$	600,000
Acquisition of property and equipment through debt	$	312,042		$	1,224,955		$	742,963
Receivable reclassified to mining deposit	$	-		$	28,368		$	28,368
Construction in progress reclassified to property plant and equipment	$	-		$	2,163,485		$	2,163,485
Warrants with debt	$	-		$	288,576		$	-
Beneficial conversion feature on financial instrument	$	180,000		$	-		$	180,000
Business Combination of American Copper Mining:
Cash	$	-		$	-		$	(2,037	)
Due from related parties		-			-			1,989
Goodwill (from net assets)		-			-			8,270
Accounts payable and accrued expenses		-			-			12,071

See Accompanying Notes to these Condensed Consolidated Financial Statements.

7

TARA MINERALS CORP. AND SUBSIDIARIES

(A Subsidiary of Tara Gold Resources Corp.)

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.       Nature of Business and Significant Accounting Policies

Nature of business and principles of consolidation:

The accompanying Condensed Consolidated Financial Statements of Tara Minerals Corp. (the “Company”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Significant accounting policies disclosed therein have not changed, except as noted below.

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 the United States of America and Mexico.  The Company owns 99.9% of the common stock of American Metal Mining, S.A. de C.V. (“AMM”), which was established in December 2006 and operates in México. The Company also owns 87% of the common stock of Adit Resources Corp., which in turns owns 99.9% of American Copper Mining, S.A. de C.V. (“ACM”), which was established in December 2006 and operates in México.  Adit Resources Corp. (“Adit”) was organized in June 2009 and ACM was purchased in June 2009.  The Company currently has limited operations and, in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Development Stage Entities Topic, is considered an Exploration Stage Company.

Tara Minerals Corp. is a subsidiary of Tara Gold Resources Corp. (“Tara Gold” or the “Company’s Parent”).

Unless otherwise indicated, all references to the Company include the operations of its subsidiaries, and all references to Adit include the operation of its subsidiary.

The accompanying Condensed Consolidated Financial Statements and the related footnote information are unaudited.  In the opinion of management, these financials statements include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets of the Company at September 30, 2011 and December 31, 2010, and the condensed consolidated statements of operations for the three and nine months ended September 30, 2011 and 2010. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. The consolidated financial statements include the financial statements of the Company, AMM, Adit and ACM. All amounts are in U.S. dollars unless otherwise indicated. All significant intercompany balances and transactions have been eliminated in consolidation.

The reporting currency of the Company and Adit is the U.S. dollar. The functional currency of AMM and ACM is the Mexican peso. As a result, the financial statements of the subsidiaries have been re-measured 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 re-measurement gain or loss is recorded as other comprehensive loss.

The financial statements of the Mexican subsidiaries 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.

8

Relevant exchange rates used in the preparation of the financial statements for the subsidiary are as follows for the nine months ended September 30, 2011.  Mexican pesos per one U.S. dollar.

	September 30, 2011
Current exchange rate	Ps.	13.4567
Weighted average exchange rate for the six months ended	Ps.	12.0300

The Company’s significant accounting policies are:

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts

Each period receivables are reviewed for collectability.  When a receivable is determined to not be collectable, the Company allows for the receivable until the Company is either assured of collection or assured that a write off is necessary.  The Company has recorded an allowance of $1,235,132 and $1,366,533 as of September 30, 2011 and December 31, 2010, respectively, for its receivables for IVA taxes paid by the Company’s Mexican subsidiaries based upon the determination that the Mexican government may not pay the complete refund of these taxes.

Reclassifications

Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current presentation.

Purchase of Technical Data

Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for the Company’s mining concessions. When purchased for concessions without proven reserves the cost is considered research and development pertaining to a developing mine and in accordance with the Research and Development (R&D) Topic of the FASB ASC and is expensed when incurred.

Financial Instruments

The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment.  In the event that the debt or equity treatment is not readily apparent, FASB ASC 480-10-S99 is consulted for temporary treatment, once a triggering event of any such instruments happens that remove the temporary element the Company appropriately reclassifies the instrument to debt or equity.

9

Recently Adopted and Recently Issued Accounting Guidance

Adopted

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price; eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements. These changes become effective on January 1, 2011. The Company has determined that the adoption of these changes will not have an impact on its consolidated financial statements, as the Company does not currently have any such arrangements with its customers.

Issued

In May 2011, the FASB issued an accounting standard update that amends the accounting standard on fair value measurements. The accounting standard update provides for a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. The accounting standard update changes certain fair value measurement principles, clarifies the application of existing fair value measurement, and expands the fair value measurement disclosure requirements, particularly for Level 3 fair value measurements. The amendments in this accounting standard update are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows

In June 2011, the FASB issued an accounting standard update which requires the presentation of components of other comprehensive income with the components of net income in either (1) a continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or (2) two separate but consecutive statements. This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity, and is effective for interim and annual periods beginning after December 15, 2011.   The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

10

Note 2.       Property, plant, equipment, mine development and land

	September 30, 2011			December 31, 2010
	(Unaudited)
Land	$	19,590		$	19,590
Mining concessions:
Pilar		710,172			710,172
Don Roman (a)		521,739			521,739
Las Nuvias		100,000			100,000
Centenario (b)		635,571			1,946,545
La Palma (c)		80,000			-
La Verde (d)		60,000			-
Pirita		249,909			246,455
Picacho		1,250,000			1,250,000
Picacho Fractions (e)		163,793			-
Las Viboras Dos (f)		195,390			-
Mining concessions		3,966,574			4,774,911
Property, plant and equipment		3,499,480			3,603,210
		7,485,644			8,397,711
Less – accumulated depreciation		(491,600	)		(295,925	)
	$	6,994,044		$	8,101,786

Pilar, Don Ramon, Las Nuvias, Centenario, La Palma and La Verde properties are geographically located in Mexico and are known as the Don Roman Groupings.

The Picacho and Picacho Fractions properties are geographically located in Mexico and are known as the Picacho Groupings.

a. In August, 2011 the Company entered into an agreement with Carnegie Mining and Exploration, Inc. which provides Carnegie with the option to earn up to a 50% interest in the Company’s Don Roman and all of the Company’s Iron Ore Properties located in Mexico, including the Company’s Tania Iron Ore property. (See Note 8)

As consideration for the option, Carnegie paid $100,000 to the Company which were recorded as deferred revenue at September 2011 and Carnegie spent $150,000 toward bringing the Don Roman mine back into production. The Company will deferred revenue recognition on payments received from joint venture partners for options to purchase interests in mining concessions. Upon successfully completing the terms on the agreement or upon a triggering termination event, a gain on the sale of the mining concession will be recognized.

In order to earn a 30% interest in the Don Roman project, Carnegie no later than:

December 6, 2011, must spend $2,000,000 in Start-Up Expenditures and achieve a Production Rate of at least 120 tonnes of iron ore throughput per day at the Don Roman Groupings, and

August 7, 2012, must spend an additional $6,000,000 on the Don Roman project and achieve a Production Rate of at least 360 tonnes of iron ore throughput per day.

If Carnegie is able to achieve the required Production Rates with an expenditure of less than $2,000,000 before December 6, 2011 or a cumulative $8,000,000 before August 7, 2012 (as the case may be) the amounts not spent by Carnegie, may, at Carnegie’s option, be paid to the Company in cash or used to acquire additional mining concessions.

In order to earn a 50% interest in the Don Roman project, Carnegie, must by no later than August 7, 2013, spend at least an additional $5,000,000 on the Don Roman project and achieve and maintain a Production Rate of at least 600 tonnes of iron ore per day.

For purposes of the agreement between the Company and Carnegie, the term Production Rate means the tonnes which are being processed by the mill at the Don Roman site.

11

In Mexico, weight is denominated in tonnes.  One tone is equal to 2,200 pounds.

If Carnegie spends at least $2,000,000 in Start-Up Expenditures, Carnegie will be entitled to 50% of the net income from the Don Roman mine until Carnegie earns, or fails to earn, its 30% interest in the Don Roman project. If Carnegie fails to earn its 30% interest in the Don Roman project, Carnegie’s rights to any income from the Don Roman mine will terminate. If Carnegie earns its 30% interest in the Don Roman project, Carnegie will continue to be entitled to a 50% interest in the net income from Don Roman mine until Carnegie earns, or fails to earn its 50% interest in the Don Roman project.  If Carnegie fails to earn its 50% interest in the Don Roman project, Carnegie will be entitled to a 30% interest in the net income from the Don Roman mine.  If Carnegie earns its 50% interest in the Don Roman project, Carnegie will continue to be entitled to a 50% interest in the net income from Don Roman mine.

Carnegie may earn a 50% interest in the Company’s Iron Ore Properties in Mexico, by spending a minimum of  $1,000,000, of the Start-Up Expenditures toward a designated Iron Ore property by November 6, 2011. Any amounts spent by Carnegie on the designated Iron Ore Property will be credited toward the amount Carnegie is required to spend to obtain a 30% interest in the Don Roman project.  If Carnegie spends the $1,000,000, but does not elect to acquire a 50% in the Iron Ore Property, then the Company will issue to Carnegie 1,000,000 shares of the Company common stock.  As of November 6, 2011, Carnegie had not earned the 50% interest and was notified that its option on the Iron Ore properties had expired.

b. In November 2008, the Company acquired eight mining concessions known as “Centenario” from an independent third party. The properties approximate 5,400 hectares and were purchased for $1,894,050, including $247,050 in value added taxes.

In June 2009, the Company and the note holder modified the agreement to 1) revalue the entire Centenario concession to $2,000,000, 2) apply $127,000 toward the purchase price which had already been paid and recorded as a mining deposit, and 3) apply $197,956 toward the new price of the concession which was originally paid by another subsidiary of the Company’s Parent.  These changes resulted in the following 1) additional debt of $28,044 plus related value added tax for these concessions, 2) the reduction of the amount of the mining deposit of $127,000, 3) the expense of $6,000 that AMM also paid but which was not included in the revaluation of the concession, and 4) the increase in Due to Related Party of $197,956 plus related value added tax. The effective amount financed in relation to this concession is $1,675,044 plus $251,257 of value added tax.

In March 2011, the Company and the note holder agreed to reduce the purchase price of the Centenario concession to $635,571. These changes resulted in the following: 1) decrease debt by $1,310,974; and 2) decrease recoverable value added taxes by $218,309. At March 31, 2011 the amended purchase price was paid in full.

In March 2011, the Company purchased technical data pertaining to Centenario from the former owner in consideration for 416,100 shares of the Company’s common stock and $100,000 cash. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company’s common stock.  The Company has accounted for the shares at their fair market value as follows:  416,100 shares of the Company’s common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it’s closing stock price. All stock was issued April 2011.

c. On March 2011, the Company executed an agreement to acquire six mining concessions known as “La Palma” from an independent third party. The properties approximate 2,104 hectares, and were purchased for a total of $92,800, including $12,800 in value added taxes. The Company paid $50,000 as a deposit for the concession mining deposit which was applied to the effective price of the property.  The remaining balance of $42,800 was paid during the second quarter of 2011.

12

In March 2011, the Company purchased technical data pertaining to the La Palma from the former owner for 460,000 shares of the Company’s common stock. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company’s common stock.  The Company has accounted for the shares at their fair market value as follows:  460,000 shares of the Company’s common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it’s closing stock price. All stock was issued April 2011.

La Palma is part of the “Don Roman Groupings”.

d. On April 2011,the Company executed an agreement to acquire two mining concessions known as “La Verde” from an independent third party. The properties approximate 127 hectares, and were purchased for a total of $69,600, including $9,600 in value added taxes. The Company paid $30,000 as a deposit for the concession mining deposit which was applied to the effective price of the property and the remaining balance was paid during the second quarter of 2011.

In April 2011, the Company purchased technical data pertaining to the La Verde from the former owner for 370,000 shares of the Company’s common stock. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company’s common stock.  The Company has accounted for the shares at their fair market value as follows:  370,000 shares of the Company’s common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it’s closing stock price. All stock was issued April 2011.

La Verde is part of the “Don Roman Groupings”.

e. On May 2011, the Company executed an agreement to acquire three mining concessions knows as “Picacho Fractions I, II and III” from Tara Gold. The properties approximate 3,823 hectares, and the acquisition price of the properties was $190,000 including $26,207 in value added taxes. The full amount was financed with an interest rate of LIBOR plus 3.25%.

Picacho and the Picacho Fractions are known as the “Picacho Groupings”.

f. On July 2011, the Company executed an agreement to acquire a mining concession known as “Las Viboras Dos” from an independent third party. The properties approximate 148 hectares, and the acquisition price of the properties was $195,390 plus value added taxes. The purchase price was financed and as of September 30, 2011 the balance due toward the purchase price was $209,487.

If the Company fails to fulfill its obligations, there is a $74,312 penalty, at September 30, 2011. The Company is reviewing the property for continued inclusion as part of the Company’s mining property portfolio. Therefore the penalty was recorded as an accrued expense at September 30, 2011.

Note 3. Mining Deposits

On September 2011, the Company executed an agreement for the right to mine an Iron Ore Property known as “Champinon”. The property approximates 150 hectares and is located in Sinaloa, Mexico. The agreement gives the Company the right to mine Champinon for a period of 10 years.

The Company will pay the concession holder a royalty of $5, plus any Value Added Tax, for each tone of material sold. The Company has committed to extract and sell a minimum of 60,000 tonnes every 6 months and the Company anticipates that it can initially reach production rates of a minimum of 30,000 tonnes per month, scaling up to over 50,000 tonnes per month. . As of September 30, 2011, the concession holder has been paid $175,000, plus Value Added Taxes, recorded as a mining deposit, and will be advanced funds, against the minimum royalty, on a monthly basis. Additionally, as of September 30, 2011 production has not commenced.

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Note 4. Other assets, current and non-current

In September 2010, the Company signed an agreement to purchase three properties for a price of $1,000,000. In order to hold these properties, the Company made a cash deposit of $60,000. The Company is obligated to pay all the expenses, fees and general expenditures relating to the sale, up to a maximum of $500,000, which are deductible from the sales price.  In March 2011, the Company received notification from Pacemaker Silver Mining S.A. de C.V. a wholly-owned Mexican subsidiary of El Tigre, indicating that they had rights to the three properties. Although this does not affect the Company’s specific right to the property, until the difference can be determined, the deposit was expensed in 2011.

In May 2011, the Company paid $66,667 towards a $100,000 advance payable to the Iron Ore Properties vendor, against future royalty payments (See Note 8).

In May 2011, the Company advanced $175,000 to a subcontractor for improvements needed at the Iron Ore project site. The advance is being expensed over a six-month period beginning in July 2011.

Note 5. Income taxes

As of September 30, 2011, the 2010 tax returns for Tara Minerals and Adit were filed. As a result of the finalized tax returns, the deferred tax asset was analyzed, resulting in an updated value of $2,820,013. As of December 31, 2010 the Company’s estimated deferred tax asset was $2,930,982. The difference of $110,969 was recognized as an income tax provision as of September 30, 2011.

Note 6. Notes Payable

The following table represents the outstanding balance of loans and capital leases for the Company as of September 30, 2011 and December 31, 2010.

	September 30, 2011			December 31, 2010
	(Unaudited)
Mining concession	$	383,396		$	1,699,737
Auto loans		108,920			119,766
Equipment		-			72,848
		492,316			1,892,351
Less – current portion		(411,696	)		(824,001	)
Total – non-current portion	$	80,620		$	1,068,350

During the nine months ended September 30, 2011, one of the vehicles purchased in 2010 was stolen, the insurance claim was processed and the note payable and the fixed asset removed from the AMM’s books. AMM defaulted on an equipment capital lease entered into on July 21, 2010. The equipment was capitalized as an asset and the asset and related debt were removed and payments were reclassified to treat the payments similar to an operating lease.

AMM financed the purchase of one truck to be used in operations for $48,491; the note payable has a 13.5% interest rate and a maturity date of June 1, 2015.

The five year maturity schedule for notes payable is presented below:

Due on or before	September 30, 2012		September 30, 2013		September 30, 2014		September 30, 2015		September 30, 2016		Total
Mining Concessions	$	383,396	$	-	$	-	$	-	$	-	$	383,396
Auto Loans		28,300		32,314		39,245		9,061		-		108,920
Total	$	411,696	$	32,314	$	39,245	$	9,061	$	-	$	492,316

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Note 7. Related Party Transactions

Due to related parties, net of due from related parties was $2,552,645 and $3,465,232 as of September 30, 2011 and December 31, 2010, respectively.

The Company is a subsidiary of Tara Gold Resources Corp. In January 2007, another subsidiary of Tara Gold Resources Corp., Corporacion Amermin, S.A. de C.V. (“Amermin”), made the arrangements to purchase the Pilar, Don Roman and Las Nuvias properties listed in Note 2 (part of the Don Roman Grouping). These properties were assigned to the Company’s subsidiary AMM as of January 2007. AMM makes payments to Amermin and Amermin made payments related to the original purchase agreements. At June 30, 2010, Amermin has paid the original note holder in full but AMM has not paid Amermin. At September 30, 2011, due from related parties is $79,077 and due to related parties, includes:

- Pilar mining concession: $535,237 (inclusive of valued added tax)

- Don Roman concession: $211,826

- Due to Amermin: $810,794

- Other related party: $101,209

As of September 30, 2011, Tara Gold had loaned the Company $754,599 which amount is included in Due to Related Parties. There are no terms to this related party payable and it is due on demand.

In September 2010, Tara Gold entered into a tentative agreement with the Company which provided that the Company would acquire all of the outstanding shares of Tara Gold by exchanging one Tara Mineral share for two Tara Gold shares.  In 2011 this agreement was cancelled and Tara Gold announced it would begin to distribute all of its shares of the Company’s common stock to its shareholders. In May 2011, the first distribution, at a rate of one share of the Company’s common stock for every 20 outstanding shares of Tara Gold, was made. Additional distributions will be announced over the next 24 months until all of the Company’s common stock, held by Tara Gold, are distributed to Tara Gold shareholders. As of September 30, 2011 Tara Gold owns 55.13% of the common stock of the Company.

On May 2011, ACM acquired three mining concessions knows as “Picacho Fractions I, II and III” from Amermin. The acquisition price of the properties was $190,000 including $26,207 in value added taxes, financed at LIBOR plus 3.25%.

Note 8. Iron Ore Properties and Related Financial Instrument

In May 2011, the Company reached an agreement for the right to mine the 3,233 hectare Tania Iron Ore Property located in Manzanillo, State of Colima, Mexico. The Company has the right to remove 6 million tonnes of salable concentrate from the property, with perpetual renewal rights, extending through the life of the property. The Company will pay the vendor $6 per salable tone for the first 500,000 tonnes removed from the property and $7 per tone thereafter. As of September 30, 2011 the Company had advanced $66,667 toward a total of $100,000 to the vendor against future royalty payments.

The Company raised $750,000 through a financial instrument to fund potential Iron Ore Properties. A portion of the funds will be used to secure appropriate environmental permits, export permits, and recovery process engineering. The financial instrument has no repayment requirement, except if the Iron Ore Properties generate revenue. As the Company’s common stock has not been issued and this is not a debt instrument, the amount raised has been treated as a temporary financing until such time as changes require debt or permanent equity treatment. The beneficial conversion feature of this instrument was determined to be $180,000. Once a triggering event takes place the beneficial conversion feature accounting will follow the treatment of debt or equity.

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Note 9. Stockholders’ Equity

March 2011, the Company issued 1,012,977 shares of common stock valued at $1,215,572 or $1.20 a share to unrelated parties as a result of the conversion of loans in the principal amount of $480,000 and related interest of $26,489 at December 2010.

March 2011, the Company issued 105,722 shares of common stock valued at $126,866 or $1.20 a share to a related party as a result of the conversion of loans in the principal amount of $50,000 and related interest of $2,861 at December 2010.

March 2011, the Company issued 125,000 shares of common stock for warrants exercised, for $50,000 in cash or $0.40 a share.

April 2011, the Company issued 100,000 shares of common stock to an Officer of the Company, valued at $100,000 or $1.00 a share for payment on behalf of Tara Gold for services rendered. See Note 7 above.

April 2011, the Company issued 416,100 shares of common stock valued at $353,685 or $0.85 a share for the purchase of Centenario’s technical data. See Note 2 above.

April 2011, the Company issued 460,000 shares of common stock valued at $391,000 or $0.85 a share for the purchase of La Palma’s technical data. See Note 2 above.

April 2011, the Company issued 370,000 shares of common stock valued at $314,500 or $0.85 a share for the purchase of La Verde’s technical data. See Note 2 above.

April 2011, the Company issued 280,000 shares of common stock for warrants exercised, for $112,000 in cash or $0.40 a share.

May 2011, the Company issued 792,500 shares of common stock for warrants exercised, for $317,000 in cash or $0.40 a share.

In May 2011, the Company sold 1,643,334 units in a private offering for $493,000 in cash, or $0.30 per unit. Each unit consisted of one share of the Company’s common stock and one warrant.  Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $1.00 per share at any time on or before May 1st, 2012.

May 2011, the Company issued 1,100,000 shares of common stock for $55,000 in cash or $0.050 a share to Officers of the Company who exercised stock options.

In May 2011, the Company increased its authorized capitalization to 200,000,000 shares of common stock.

In September 2011, the Company sold 1,017,667 units in a private offering for $1,017,667 in cash, or $1.00 per unit. Each unit consisted of one share of the Company’s common stock and one warrant. Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $1.25 per share during the first year or $1.50 per share during the second year after units were sold and shares issued.

September 2011, the Company issued 100,000 shares of common stock, valued at $66,000 or $0.66 a share for services rendered.

September 2011, the Company issued 90,000 shares of common stock, valued at $148,500 or $1.65 a share for services rendered.

September 2011, the Company issued 10,000 shares of common stock for warrants exercised, for $15,000 in cash or $1.50 a share.

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Common Stock Payable

At September 30, 2011, common stock payable consists of:

· 212,000 shares payable, valued at $218,000 for cash.

Note 10. Options and Warrants

In January 2010, under its Incentive Stock Option Plan the Company granted two of its officers options for the purchase of 750,000 shares of common stock. In May 2011, the options were cancelled and the Company concurrently granted new Incentive Stock Options to the officers; under this new grant the officers have the option to purchase 750,000 shares of common stock, exercisable at a price of $0.58 per share and vest at various dates until May 2013. The options expire at various dates beginning May 2013.  In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, the Company has analyzed the cancellation of the award accompanied by the concurrent grant of a replacement award and determined that there was no further incremental compensation cost. As of September 30, 2011 options that vested in 2011 associated with this transaction were valued at $493,384.

In September 2010, the Company granted options for 200,000 shares of common stock to an unrelated third party for investor relations services. The options have an exercise price of $1.00 per share, vest between September 2010 and March 2011 and expire two years from the date of vesting. As of September 30, 2011 options that vested in 2011 were valued at $36,353.

In May 2011, the Company sold 1,643,334 units in a private offering for $493,000 in cash, or $0.30 per unit. Each unit consisted of one share of the Company’s common stock and one warrant.  Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $1.00 per share at any time on or before May 1, 2012.

In September 2011, the Company sold 1,017,667 units in a private offering for $1,017,667 in cash, or $1.00 per unit. Each unit consisted of one share of the Company’s common stock and one warrant. Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $1.25 per share during the first year or $1.50 per share during the second year after units were sold and shares issued.

The fair value of each option award discussed above is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company’s traded common stock. The expected term of options granted is estimated at half of the contractual term as noted in the individual option agreements and represents the period of time that management anticipates option granted are expected to be outstanding.  The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.

	September 30, 2011		December 31, 2010
Expected volatility		163.11%		208.37% - 319.79%
Weighted-average volatility		146.85%		159.17%
Expected dividends		0		0
Expected term (in years)		2.00		0.75 – 4.50
Risk-free rate		0.58%		0.30% - 2.37%

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A summary of option activity under the Plan as of September 30, 2011 and changes during the period then ended is presented below:

Options	Shares			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual  Term		Aggregate Intrinsic  Value
Outstanding at December 31, 2010		4,630,000		$	0.49
Granted		750,000			0.58
Exercised		(1,100,000	)		0.05
Forfeited, expired or cancelled		(830,000	)		(0.79	)
Outstanding at September 30, 2011		3,450,000		$	0.43			3.0	$	2,634,000
Exercisable at September 30, 2011		2,240,000		$	0.36			3.5	$	2,322,400

Non-vested Options	Options			Weighted -Average Grant-Date  Fair Value
Non-vested at December 31, 2010		1,475,000		$	1.37
Granted		750,000			0.58
Vested		(390,000	)		0.78
Forfeited, expired or cancelled		(625,000	)		(1.57	)
Non-vested at September 30, 2011		1,210,000		$	0.29

A summary of warrant activity under the Plan as of September 30, 2011, and changes during the period then ended is presented below:

Warrants	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2010		4,271,999		$	0.73
Granted		2,671,001			1.13
Exercised		(1,207,500	)		0.95
Forfeited, cancelled or expired		(5,000	)		0.40
Outstanding at  September 30, 2011		5,730,500		$	0.99		1.5	$	1,646,949
Exercisable at September 30, 2011		5,730,500		$	0.99		1.5	$	1,646,949

Non-vested Warrants	Warrants			Weighted -Average Grant-Date  Fair Value
Non-vested at December 31, 2010	$	-		$	-
Granted		2,671,001			1.13
Vested		(2,671,001	)		(1.13	)
Forfeited		-			-
Non-vested at September 30, 2011		-		$	-

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Note 11. Non-controlling Interest

On January 28, 2011, Adit, sold 500,000 units at a price of $1.00 per unit to Yamana Gold Inc.  Each unit consisted of one share of Adit’s common stock and one half warrant. Each full warrant entitles Yamana to purchase one share of Adit’s common stock at a price of $1.50 per share at any time on or before January 28, 2014.

In connection with the sale of the units, Adit also signed a letter of intent that grants Yamana an option to acquire up to a 70% interest in Adit’s Picacho gold/silver project.  A definitive agreement is not yet completed. Upon completion of the definitive agreement, Adit will sell an additional 2,500,000 units to Yamana at a price of $1.00 per unit. The units will be identical to the units sold on January 28, 2011.  From the $3,000,000 received from Yamana, Adit will be required to spend $2,000,000 in exploration work on the Picacho project within 12 months of signing the definitive agreement.

Yamana can earn a 51% interest in the project by spending an additional $5,000,000 on the project within 30 months of the date of the definitive agreement and paying Adit an additional $1,000,000.  Yamana can increase its interest to 70% by spending an additional $9,000,000 on the project and paying Adit an additional $2,000,000.

	Non-controlling interest at September 30, 2011			Non-controlling interest at December 31, 2010
	(Unaudited)
Combined Adit / ACM:
Private placement	$	1,499,501		$	1,499,501
Common stock for cash		500,000			-
Finder’s fees		95,215			95,215
Technical data for Picacho		240,000			240,000
Officer compensation		487,500			487,500
Officer options		134,978			134,978
Cumulative statement of operations pickup through December 31, 2010		(400,368	)		(400,368	)
Statement of operations pickup 2011		(6,540	)		-
AMM non-controlling interest		5			5
Total non-controlling interest	$	2,550,291		$	2,056,831

Note 12. Fair Value

In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy.  Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at September 30, 2011 (Unaudited)
	Total		Level 1		Level 2		Level 3
Assets:
None	$	-	$	-	$	-	$	-
Liabilities:
Total notes payable, related and unrelated	$	592,316	$	592,316	$	-	$	-
Due to related parties, net of due from		2,552,645		2,552,645		-		-
Iron Ore Properties financial instrument		570,000		-		-		570,000
Total	$	3,714,961	$	3,144,961	$	-	$	570,000

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	Fair Value at December 31, 2010
	Total		Level 1		Level 2		Level 3
Assets:
None	$	-	$	-	$	-	$	-
Liabilities:
Total notes payable, including related   party	$	1,992,351	$	1,992,351	$	-	$	-
Due to related parties, net of due from		3,465,232		3,465,232		-		-
Total	$	5,457,583	$	5,457,583	$	-	$	-

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Tara Minerals was incorporated on May 12, 2006.  During the period from its incorporation through September 30, 2011 Tara Minerals generated revenue of $160,421 and incurred expenses of $658,007 in cost of sales; $3,970,986 in exploration expenses and $23,175,368 in operating and general administration expenses.  Included in operating and general and administrative expenses is a non-cash charge of $8,464,942 pertaining to the issuance of stock options and bonus plans.

Material changes of certain items in Tara Minerals’ Statement of Operation for the three months ended September 30, 2011, as compared to the same period last year, are discussed below.

Three Months Ended	September 30, 2011			September 30, 2010
Revenue	$	-		$	86,178
Cost of revenue		-			-
Exploration expenses		109,123			448,058
Operating, general and administrative expenses		1,146,825			3,480,312
Net operating loss	$	(1,255,948	)	$	(3,842,192	)

During the three months ended September 30, 2011, exploration expenses decreased when compared with the same period in 2010. In 2011 the only exploration activities were at the Iron Ore Properties and in 2010 there were extensive exploration activities performed at the Don Roman Groupings. For the three months ended September 30, 2011, exploration expenses consisted of $15,000 for geological consulting, assaying, and field supplies for the Picacho Groupings and $59,000 for mine and smelting operations and other various mine expenses for the Iron Ore Properties. As of September 30, 2010, exploration expenses consisted of $21,000 for geological consulting, assaying, and field supplies for the Picacho Groupings, $427,000 for mine and smelting operations and other various mine expenses for the Don Roman Groupings.

Material changes of certain items in Tara Minerals’ operating, general and administrative expenses for the three months ended September 30, 2011, as compared to the same period last year, are discussed below.

Three Months Ended	September 30, 2011		September 30, 2010
Bad debt	$	149,105	$	162,246
Investor relations expense		238,250		2,982,827
Compensation, officer employment contracts and bonuses		206,438		96,780
Legal		36,913		-
Professional Fees		184,468		201,702
Repair and maintenance		4,249		20,478

The decrease in investor relations expense is due to fewer consultants needed for the three months ended September 30, 2011. During 2010 the Company expected to start production and enter the Amex Stock Exchange, consultants were hired to handle investor relations. During the three months ended September 30, 2011 investor relations expenses consisted of $165,000 paid with common stock and $73,250 paid in cash to consultants. During the three months ended September 30, 2010 investor relations expenses consisted of $112,500 paid with common stock, warrants and options valued at $2,756,353 and $113,974 in cash for investor relations at the Tara Minerals level. During the three months ended September 30, 2011 compensation, officer employment contracts $79,438 and officers’ compensation of $127,000. As of September 30, 2010 compensation, officer employment contracts consisted of $96,780. Professional fees decreased $17,233 in 2011 because fewer professionals and consultants were needed when compared to 2010. Repairs and maintenance decreased in the three months ended September 30, 2011 because the plant at the Don Roman Groupings stopped operating and during 2010 the Company was working on software to track inventory and parts that is no longer used in 2011.

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Material changes of certain items in Tara Minerals’ Statement of Operation for the nine months ended September 30, 2011, as compared to the same period last year, are discussed below.

Nine Months Ended	September 30, 2011			September 30, 2010
Revenue	$	-		$	123,953
Cost of revenue		-			-
Exploration expenses		1,497,277			2,336,708
Operating, general and administrative expenses		2,803,028			13,166,066
Net operating loss	$	(4,300,305	)	$	(15,378,821	)

During the nine months ended September 30, 2011, Tara Minerals had no revenue or cost of revenue due to activity ceasing at the Don Roman mine in the fourth quarter of 2010. For the nine months September 30, 2011, exploration expenses consisted of $1,159,000 for the purchase of technical data for Centenario, La Verde and La Palma properties (part of the Don Roman Groupings), $16,000 for geological consulting, assaying, and field supplies for the Picacho Groupings, and $322,000 for mine and smelting operations and other various mine expenses for the Don Roman Groupings and the Iron Ore Properties. As of September 30, 2010, exploration expenses consisted of $1,224,000 for the purchase of technical data for the Picacho Groupings, $135,000 for geological consulting, assaying, and field supplies for the Picacho Groupings, $978,000 for mine and smelting operations and other various mine expenses for the Don Roman Groupings.

Material changes of certain items in Tara Minerals’ operating, general and administrative expenses for the nine months ended September 30, 2011, as compared to the same period last year, are discussed below.

Nine Months Ended	September 30, 2011		September 30, 2010
Bad debt expense	$	96,302	$	605,284
Depreciation expense		208,216		153,434
Investor relations expense		321,283		7,316,674
Compensation, officer employment contracts and bonuses		1,022,339		3,827,395
Professional fees		490,224		640,847
Repairs and maintenance		15,193		55,770
Rent and rental of equipment		52,989		13,748

Bad debt expense decreased for the nine months ended September 30, 2011 due to the renegotiation of an agreement which included IVA and caused an adjustment of IVA Receivables, allowance and bad debt expense. Depreciation expense increased as more plant and equipment was in service during the nine months ended September 30, 2011 than 2010. The decrease in investor relations expense is due to fewer consultants needed. During 2010 the Company expected to start production and enter the Amex Stock Exchange, consultants were hired to handle investor relations. For the nine months ended September 30, 2011 investor relations expenses consisted of $36,000 paid with options, $165,000 paid with common stock and $120,000 paid in cash to consultants. As of September 30, 2010 investor relations expenses consisted of $4,221,110 paid with common stock for investor relations at the Tara Minerals level and $21,083 paid with common stock for investor relations at the Adit level, options valued at $2,756,353 and the remainder was paid in cash. During the nine months ended September 30, 2011 compensation, officer employment contracts and bonuses consisted of options with a value of $493,000, and officers’ compensation of $529,000.  During the nine months ended September 30, 2010 compensation, officer employment contracts and bonuses consisted of 2,450,000 options for $3,406,000, $157,000 for stock bonuses and officers’ compensation of $264,000. Professional fees decreased $150,000 2011 because fewer professionals and consultants were needed when compared to 2010. Repairs and maintenance decreased in the nine months ended September 30, 2011 because the plant at the Don Roman Groupings stopped operating; therefore the Company spent less on repairs and maintenance of machinery and other plant and mining equipment. During the nine months ended September 30, 2010 the company was working on software to track inventory and parts that is not being used in 2011; the plant at the Don Roman Groupings was operating and more repairs and maintenance expenses were incurred. Rent and rental equipment increased during the nine months ended September 30, 2011 due to rental of an office and apartments in Manzanillo, Colima, where potential Iron Ore Properties are located.

22

The following is an explanation of Tara Minerals’ material sources and (uses) of cash during the nine months ended September 30, 2011 and 2010:

	September 30,
	2011			2010
Net cash (used) by operating activities	$	(2,213,996	)	$	(2,825,675	)
Acquisition of property, plant and equipment		(5,522	)		(330,205	)
Purchase of mining properties		(30,060	)		(25,149	)
Payments made for mining deposits		(177,734	)		-
Sale of common stock		2,272,411			980,043
Loans from unrelated and related parties		-			727,030
Payments toward notes payable		(123,093	)		(711,452	)
Sale of common stock of subsidiaries		500,000			260,482
Iron Ore Properties financial instrument		750,000			-
Change in due to/from related parties, net		(1,002,587	)		304,245
Shares subscribed		218,000			671,500
Cash on hand at beginning of period		157,579			1,230,376

Tara Minerals does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on its sales, revenues or income from continuing operations, or liquidity and capital resources.

Tara Minerals anticipates that its capital requirements during the twelve months ending November 15, 2012 will be:

Exploration and Development – Don Roman Groupings	$	1,500,000
Exploration and Development -  Picacho Groupings		2,500,000
Exploration and Development – Iron Ore Properties		750,000
Property taxes		95,000
General and administrative expenses		400,000
Total	$	5,245,000

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.

In 2011, Tara Minerals has sought to expand and advance the Don Roman Groupings project by acquiring additional highly prospective mineral claims; and by opening up the project to numerous parties that have expressed an interest in the possibility of becoming an operating partner in the further development of the Don Roman Groupings.  In April 2011, the Company signed a Letter of Intent (LOI) that would provide the capital and expertise to restart the operations at Don Roman and explore the full potential of the land package we have assembled.

In August, a Definitive Agreement was signed that included an option for Carnegie mining to earn a 50% interest in the Don Roman Groupings and an additional option to earn an interest in all Iron Ore Properties located in Mexico, which Tara Minerals controls or may control through this Joint Venture. The Company believes this relationship to be strategic and should serve to develop Don Roman along with our Iron Ore Properties in an aggressive manor. Development aimed at near term production and cash flow remains the Joint Venture’s objective, with expansion of production accomplished in Phases. It will also be a priority of the Joint Venture to begin to prove our resources under professional guide lines such as NI43-101 standards. As of November 6, 2011, Carnegie had not earned the 50% interest in the Iron Ore Properties option and was notified that its option on the Iron Ore Properties had expired. Subsequent to this notice Carnegie has requested mediation to which we have agreed.

           As of November 14, 2011 Tara Minerals was reviewing the Pirita property for continued inclusion as part of the Company’s mining property portfolio.  No payments toward this property have been made in 2011 and the Company may decide to terminate the purchase agreement and return the property due to its current focus as described above.

23

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 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.

See Note 1 to the financial statements included as part of this report for a description of Tara Minerals’ accounting policies and recent accounting pronouncements.

ITEM 4.   CONTROLS AND PROCEDURES

Francis Richard Biscan, Jr., the Company’s Principal Executive Officer and Lynda R. Keeton-Cardno, the Company’s Principal Financial and Accounting Officer, have evaluated the effectiveness of the Company’s 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 the Company’s disclosure controls and procedures are effective.

There were no changes in the Company’s internal controls over financial reporting that occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

24

PART II

OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

None.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Note 9 to the financial statements included as part of this report lists all unregistered sales of the Company’s securities during the nine months ended September 30, 2011.  The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sale of these shares.  The persons who acquired these shares were all provided with information concerning the Company prior to the purchase of their shares.  The certificates representing the shares of common stock bear legends stating that the shares may not be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to an applicable exemption from registration.  The shares are “restricted” securities as defined in Rule 144 of the Securities and Exchange Commission.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     [REMOVED AND RESERVED]

ITEM 5.     OTHER INFORMATION

None.

ITEM 6.     EXHIBITS

(a)	Exhibits
	10.1	Acquisition Agreement –La Verde’s technical data
	10.2	Subcontractor Agreement – Tania Iron Ore Property
	10.3	Royalty Units – Term Sheet
	10.4	Employment Agreement – Francis Biscan
	10.5	Employment Agreement – Lynda R. Keeton
	10.6	Transfer Agreement between ACM and Amermin – Picacho Fractions properties
	10.7	Royalty Units – Subscription Agreements
	10.8	Carnegie Agreement - Don Roman Property
	10.9	Schedule E to the Carnegie Agreement - Don Roman Property
	10.10	Acquisition Agreement – Las Viboras Dos
	10.11	Acquisition Agreement – Exploitation rights on Champinon
	31.1	Rule 13a-14(a) Certifications –CEO
	31.2	Rule 13a-14(a) Certifications – CFO
	32.1	Section 1350 Certifications
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Label Linkbase Document
	101.PRE	XBRL Taxonomy Presentation Linkbase Document

25

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 November 14, 2011.

TARA MINERALS CORP.
By:	/s/ Francis Richard Biscan Jr.
	Francis Richard Biscan, Jr.,
	President and Principal Executive Officer
By:	/s/ Lynda R. Keeton-Cardno
	Lynda R. Keeton-Cardno,
	Principal Financial and Accounting Officer

26

EX-10.10

Exhibit 10.10

ONEROUS TRANSFER CONTRACT OF MINING CONCESSION RIGHTS

IN THE CITY AND PORT OF MANZANILLO, STATE OF COLIMA,  at 18 hundred hours of the 5th day of the month of July of the year 2011, before witnesses subscribed at end of this writing, on one hand there appears Mr. RAMÓN GONZÁLEZ VEGA in his personality as TRANSFEROR and on the other, AMERICAN METAL MINING, S. A. DE C. V., represented in this act by Mr. RAMIRO TREVIZO LEDEZMA, ENGINEER, in his personality as TRANSFEREE, with the purpose of celebrating this present ONEROUS TRANSFER CONTRACT OF MINING CONCESSION RIGHTS, the above stated agreeing with the following Declarations and Clauses

DECLARATIONS

I.- The TRANSFEROR, Mr. RAMÓN GONZÁLEZ VEGA, states being title holder of the mining concession named “Las Víboras Dos” which covers a surface of 147.9201 hectares located within the Municipality of La Huerta, State of Jalisco and fact he accredits with mining concession title number 233271, current from the 21st January 2009 to the 20th January of the year 2059, and documents he attaches to this present instrument and Appendix “A”

II.- Mr. Ramiro Trevizo Ledezma, Engineer, in his personality as Legal Proxy of the “TRANSFEREE”, states that the company he represents is a mercantile society established and abiding by the rules regulating the country , specifically a Stock Company with Varying Amount of Capital duly set up and operating in agreement under the applicable and current legislation in the United States of Mexico as evinced in Public Writing number 17,227, granted on the 4th December 2006 before testimony of Mr. Eugenio Fernando García Russek, Attorney at Law, applicant to the office of Notary and ascribed to Public Notary number 28 of the Morelos Judicial District, State of Chihuahua, acting as Notary Public per license of the Office’s title holder, Mr. Felipe Colomo Castro, Attorney at Law, and instrument that properly inscribed before the Public Registry of Property and Commerce of said District under Electronic Mercantile Folio number 23,327*10 as of the 22nd December 2006 and reason why he enjoys the sufficient personality and necessary capacity to intervene in this present judicial act and developing its economic activity in the exploration, opening, exploitation and trade of all kinds of metals and non metals.

1

III.- Mr. Ramiro Trevizo Ledezma continues to state that he enjoys the faculties, powers and necessary mandates in order to subscribe this present contract in representation of AMERICAN METAL MINING, S. A. DE C. V., just as is evinced in the instrument described in the foregoing numeral, and same that have not been restrained, limited, suspended or revoked to date.

CLAUSES

FIRST. Mr. RAMÓN GONZÁLEZ VEGA, per his own right, free and spontaneous will, transfers AS ONEROUS TITLE THE RIGHTS OF THE MINING CONCESSION TO THE TRANSFEREE, AMERICAN METAL MINING, S. A. DE C.V., represented in this act by Mr. Ramiro Trevizo Ledezma, and data on the mining concession that are mentioned in the First Declaration of this instrument, same that are replicated in this act as having been inserted verbatim obviously as repetitions in order for them to cause the legal effects that might arise.

SECOND. THE TRANSFEROR grants to the TRANSFEREE a dateline term that closes on the 31st August of the year ongoing in order for him to carry out studies and works on mineral exploration that the TRANSFEREE requires and that once the dateline is met and the exploration indicating mine exploitation convenience favoring the TRANSFEREE, this latter agrees to pay the operation’s price that will be set down in the forthcoming clause and, if the exploitation should not be convenient to the TRANSFEREE, this present contract will lose all of its legal worth and the TRANSFEROR will not be obliged to return the amounts received as advance.

THIRD. The operation’s price for this present transfer of rights is the amount of $3’050,000.00 Mx. Cy. (Three million and fifty thousand Pesos 00/100), amount considered as fair by both parties, and same that the TRANSFEREE is committed to pay to the TRANSFEROR in the following set manner:

2

The amount of $50,000.00 (Fifty thousand Pesos 00/100) as advance upon the signature of this present contract, same that the TRANSFEROR receives to his full satisfaction and this instrument acting as the most efficient proof of receipt that may proceed by law.

a) The amount of $3’000,000.00 million Pesos Mx. Cy., both parties agree that payments be carried out in the following manner.

1. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of September) of the current year.

2. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of November) of the current year.

3. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of January 2012

4. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of March 2012)

5. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of May 2012).

6. The amount of $500,000.00 (Half a million Pesos Mx. Cy., on the 1st day of July 2012).

FOURTH. Both parties agree in setting a penalty of $1’000,000.00 Pesos Mx. Cy 00/100) against whoever does not comply with the clauses of this present contract.

FIFTH. Both parties acknowledge that in this present judicial act there does not exist error, harm or illegitimate enrichment by any of the parties, both renouncing to the act of nullity and to the time term of carrying it out as referred to in Articles 17, 1773, 2120, 2121 and others related and applicable of the Civil Code pertaining to the State of Colima.

SIXTH. For the interpretation and compliance of this present contract, parties state their conformity in submitting themselves to the Laws and Courts of Law of the State of Colima.

This instrument having been read by the transferors and very will in the knowledge of its worth, reach and judicial consequence and agreeing with its content, they ratified it and signed it in whole agreement in this City and Port of Manzanillo, State of Colima on the 5th July 2011

3

TRANSFEROR TRANSFEREE

RAMÓN GONZÁLEZ VEGA AMERICAN METAL MINING, S. A. DE C. V. Represented by its Legal Proxy Ramiro Trevizo Ledezma, Engineer

WITNESSES

DALIA M. MONTES DÍAZ ENRIQUE FERNÁNDEZ IBÁÑEZ (ATTORNEY AT LAW)

GENERAL

Mr. RAMÓN GONZÁLEZ VEGA states being a Mexican citizen, married, of age, peasant, native of El Cacalote, Municipality of El Grullo, State of Jalisco, Colima, where he was born of the 30th April 1953, address known on Calle Independencia Norte number 1-A of the township, El Cacalote, Municipality of El Grullo, Jalisco

Mr. RAMIRO TREVIZO LEDEZ,A, states being a Mexican citizen, married, of age, dealing in commerce, native of Colonia Pacheco, Municipality of Casas Grandes, State of Chihuahua where he was born on the 4th September 1956 and with address on Calle Oregón number 2432, Fraccionamiento Quintas del Sol, Chihuahua, Chih.

RATIFICATION OF SIGNATURES

THE UNDERSIGNED, RENÉ MANUEL TORTOLERO SANTILLANA, TITLE HOLDER OF PUBLIC NOTARY NUMBER 4 OF THIS DEMARCATION

4

CERTIFIES

… THAT THE SIGNATURES APPEARING AT THE BOTTOM OF THIS PRESENT CONTRACT OF TRANSFER OF 100 % OF RIGHTS, ARE GENUINE AND BELONG TO MESSRS. RAMÓN GONZÁLEZ VEGA AND RAMIRO TREVIZO LEDEZMA AS THEY WROTE THEM DOWN IN MY PRESENCE AND VIEW AND ALSO STATE THAT THEY ARE THE SAME THEY USE IN ALL OF THEIR PUBLIC AND PRIVATE ACTS, AND ALSO STATE THEY RATIFY IN ALL AND IN EACH OF ITS PORTIONS THE TRANSFER CONTRACT BEFORE WRITTEN

I, THE NOTARY CERTIFY AND THUS GIVE FAITH of knowing the appearing parties and that in my concept enjoy the civil capacity of contracting and obliging themselves per law

Reason of the foregoing was taken account of in the Book of Certifications of this Public Notary in my charge in the City and Port of Manzanillo, Colima on the 5th July 2011

I SO GIVE FAITH

TRANSFEROR TRANSFEREE

RAMÓN GONZÁLEZ VEGA AMERICAN METAL MINING, S. A. DE C. V. Represented by its Legal Proxy Ramiro Trevizo Ledezma, Engineer

WITNESSES

DALIA M. MONTES DÍAZ ENRIQUE FERNÁNDEZ IBÁÑEZ (ATTORNEY AT LAW)

5

BEFORE ME

RENÉ MANUEL TORTOLERO SANTILLANA

TITLE HOLDER OF PUBLIC NOTARY

NUMBER 4

###

6 

EX-10.11

Exhibit 10.11

EXPLORATION AND EXPLOITATION MINING CONTRACT CELEBRATED ON ONE HAND BY CORPORACIÒN KEDAH, S. A. DE C. V., REPRESENTED IN THIS ACT BY MR. HÈCTOR CERVANTES TREJO IN HIS PERSONALITY AS SOLE ADMINISTRATOR AND LEGAL REPRESENTATIVE (THE LICENSEE), AND ON THE OTHER BY AMERICAN METAL MINING, S. A. DE C. V., REPRESENTED IN THIS ACT BY MR. RAMIRO TREVIZO GONZÀLEZ IN HIS PERSONALITY AS GENERAL PROXY (THE OPERATOR), JOINTLY NAMED “THE PARTIES”, IN ACCORDANCE WITH THE FOLLOWING DECLARATIONS AND CLAUSES:

DECLARATIONS

I The LICENSEE declares through the offices of his legal representative under oath of stating the truth, that:

1 To be a Mexican mercantile society, specifically a Stock Company with Varying Amount of Capital duly established and operating in agreement with the applicable and current legislation in the United States of Mexico and complying with the prescriptions of Articles 10 and 11 of the Mining Law as evinced in Public Writing number 11,750 granted on the 23rd July 2009 before testimony of Mr. Jorge Maspùlez Pèrez, Public Notary number 14 of the Morelos Judicial District, State of Chihuahua, and instrument that was inscribed in due manner in the Public Registry of Property and Commerce of said District under electronic mercantile folio number 25,362*10 as of the 18th August 2009, and reason why he is invested with the necessary and sufficient personality to intervene in this present judicial act;

2   Its representative enjoys the faculties, powers and necessary mandates to subscribed this present agreement in representation of the LICENSEE as evinced in Public Writing number 18,614, granted on the 29th July 2011 before testimony ofMr. Hèctor Manuel Navarro Manjarrez, Public Notary number 8 of the Morelos Judicial District, and instrument that inscribed in due manner in the Public Registry of Property and Commerce of said District under electronic mercantile folio number 25,362*10 as of the 31st August 2011, and same that have not been limited, restrained, suspended or revoked to date, reason why he enjoys the capacity to subscribed this agreement;

3The subscription of this present instrument does not constitute any kind transgression of his powers, mandates or faculties as he had the opportunity of submitting before the knowledge of the company’s shareholder the terms and conditions related with this present business and its formalization being duly approved under the terms of the company’s own statutory regime;

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

1

4 This instrument is presently in its process of inscription before the Public Registry of Mining, a dependency of the General Directorship of Mines (the REGISTRY)under the terms stated in Article 11 of the Mining Law, among other applicable and current legal dispositions;

5 Within its social object as contemplated in the second clause of its Charter, the possibility of celebrating all kinds of operations related with mining rights isincluded as is the case of this present instrument;

6 It is formally inscribed before the Federal Registry of Taxpayers with fiscal identification number CKE-090723-435 and is to date current in his income tax payments and other contributions that have corresponded agreeing with the applicable and current fiscal legislation;

7 To date he is the only and exclusive title holder of 100 % (one hundred per cent) of the mining rights derived of the concession granted upon lot named “Mina El Champiñòn” on a surface of 150 hectares, located in the Municipality of Choix, State of Sinaloa with title number 214,549 granted on the 1st October 2001 and current as of 2nd October 2001to the 1st October 2051 (the CONCESSION);

8 The CONCESSION is free of liens, burdens, affectation or limitations in its domain, as well as current in the obligations regarding this type of administration authorizations imposed by the Mining Law and its Ruling, as well as by the Federal Law of Rights, among other dispositions, applicable and currently legal. The LICENSEE specifically declares that the semester rights have been paid in full as derived from the title of the CONCESSION and that have accumulated to date, reason why there does not exist any negative contingency regarding  it.

9 Regardless the before stated, in case authorities may determine the existence of differences or omissions imputable to the LICENSEE on  mining rightseffectively paid and mining rights that should have been paid in all opportunity, the LICENSEE obliges himself to cover for those differences or omitted rights as soon as possible and always within the time term of 60 –sixty– days that for such a purpose authorities grant to him in order that the cancellation of the CONCESSION due to that reason comes to an end or does not become effective. In this sense the LICENSEE states that to date he has not received from the General Directorship of Mines official notice of any kind by means of which payment is requested of omitted rights or of any difference per concept of rights on mining derived from the CONCESSION. Likewise, the LICENSEE is up to date in his compliance to the obligation concerning the presentation before the General Directorship of Mines of all information regarding proof of works and undertakings carried out in the CONCESSION as he has met the obligation of doing so as per the date of the granting of the concession title covering the CONCESSION in its case.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

2

10 Derived from the description before declared, he enjoys the right to transmit the right of exploring, exploiting and dressing of the CONCESSION, as prescribed in Article 19, fraction VII of the Mining Law, among other applicable and current legal dispositions;

11 As of the date of signature of this instrument he has not subscribed a contract or an agreement of any sort that might hinder him to make available the disposition of the rights of which he is title holder regarding the CONCESSION and thus he enjoys the capacity and the legitimacy to make use of them freely in order to celebrate this present contract under the terms specified, and guaranteeing as of this moment, for all legal purposes that may take place, the existence, legitimacy and availability of the rights already referred to;

12 The landmarks or indications that define the locality of the starting point of the CONCESSION have been kept to date in good physical conditions of conservation as per the applicable legislation;

13 As of the date of signature of this present instrument there has been no conflict with the owners of surface lands located on the CONCESSION´S area and there does not exist any imminent danger that access to such lands may be limited or restrained by such people;

14 In the mining activities undertaken to date regarding the CONCESSION full compliance has been given to the applicable and current legislation including that concerning environmental conduct;

15 On the 18th July 2011 he received from the OPERATOR the amount of 64,655.18 Dollars —sixty four thousand and six hundred and fifty five Dollars 18/100 in United States currency— plus the corresponding Added Value Tax, that is, the sum total of 75,000.00 Dollars —Seventy five thousand Dollars 00/100— specifically as an advance concept against counterclaims to be paid in favor of the LICENSEE for the right to explore and exploit the CONCESSION under the terms of this present instrument;

16 Likewise, on the 30th August 2011 he received from the OPERATOR the additional amount of 10,344.83 Dollars —ten thousand and three hundred and forty four 83/100 Dollars in United States currency— plus the corresponding Added Value Tax, that is, the sum total of 12,000.00 Dollars —twelve thousand Dollars 00/100 in United States currency— also as an advance concept against the counterclaims to be paid in favor of the LICENSEE for the right to explore and exploit the CONCESSION under the terms of this present instrument;

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

3

17 Under the terms of numerals 14 and 15 before mentioned, he expressly acknowledges having received to date from the OPERATOR as advance concept against the counterclaims to be paid in favor of the LICENSEE for the right to explore and exploit the CONCESSION the amount total of 87,000.00 Dollars —Eighty seven thousand Dollars 00/100 in United States currency—, Added Value Tax included —the ADVANCE—.

18 It is the will of its administrator board and current shareholders to transmit in favor of the OPERATOR the exclusive right of exploring and exploiting the CONCESSION during a set term of time, receiving in exchange the counterclaims agreed upon, heeding in every instance with the terms and conditions of this present contract;

19 Likewise, it is the will of its administrative organ and current shareholders to grant in favor of the OPERATOR the right of preference in order to acquire in the future the totality of the mining rights derived from the CONCESSION, heeding in every instance with the terms and conditions of this present contract.

II The OPERATOR declares through the offices of his legal representative and under oath of stating the truth, that:

1 It is a Mexican mercantile society, specifically a Stock company with Varying Amount of Capital, duly established and operating in agreement with the applicable and current legislation of the United States of Mexico in accordance to the dispositions of Articles 10 and 11 of the Mining Law as is evinced in Public Writing 17,227, granted on the 4th December 2006 before the testimony of Mr. Eugenio Fernando García Russek, applicant to the exercise of Notary Public and ascribed to Public Notary number 28 of the Morelos Judicial District, State of Chihuahua, and acting as Notary by license of the Office´s  title holder Mr. Felipe Colomo Castro, and that was registered in due manner before the Public Registry of Property and Commerce of said district under electronic mercantile folio number 23,327*10 as of the 22nd December 2006, and reason why he enjoys the necessary and sufficient personality to intervene in this present judicial act;

2 Its representative enjoys the faculties, powers and necessary as well as sufficient mandates to subscribe this present agreement in representation of the OPERATOR as evinced in Public Writing number 22,496, granted on the 10th June 2008 before testimony of Mrs. Elsa Ordóñez Ordóñez, Attorney at Law, applicant to the office of Notary Public and ascribed to Public Notary number 28 of the Morelos Judicial District, State of Chihuahua of which Mr. Felipe Colomo Castro is title holder, and instrument that registered duly before the Public Registry of Commerce of said District under electronic mercantile folio number 23,327*10, and same that have not been limited, restrained, suspended or revoked, reason why he enjoys the capacity to subscribe this agreement;

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

4

3 The subscription of this present instrument does not constitute a transgression of his powers, mandates or faculties as he had the opportunity of presenting for consideration of the company´s shareholders the terms and conditions related with this present business, its formalization being approved in due manner under the terms of its own statutory regime;

4 It is duly inscribed in the REGISTRY under the prescription by Article 11 of the Mining Law among other applicable and current legal dispositions;

5 Within its social object there is the consideration of possibly becoming title holder of all kinds of mining rights, as if the case of the documented operation by virtue of this present instrument;

6 It is duly inscribed in the Federal Taxpayers Registry with fiscal identification number AMM=061204=4R7 and is to date current in its income tax payments and other contributions that have corresponded agreeing with the applicable and current legislation.

7 It is the will of its administrative organ and its shareholders to subscribe this present agreement with the purpose that the exclusive right of exploring and exploiting the CONCESSION be transferred to it during a determined time term, paying in exchange the counterclaims agreed upon, and heeding in every instance with the terms and conditions of this instrument, and;

8 Likewise, it is the will of its administrative organ and current shareholders that the right of preference to acquire in the future the totality of the mining rights derived from the CONCESSION is extended to it heeding in every instance with the terms and conditions of this present contract.

IV. Both PARTIES declare through the offices of their legal representatives and under oath of stating the truth that they reciprocally acknowledge the personality each one holds, in addition of assisting to the subscription of this present document in good faith, free of any deceit, error, violence or any other vitiation in their consent with the purpose of committing themselves with the following:

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

5

CLAUSES

FIRST. OBJECT: By virtue of the subscription of this present contract, the LICENSEE transfers in favor of the OPERATOR the exclusive right of exploring and exploiting the CONCESSION and receiving in exchange as counterclaim concept the amounts described in the forthcoming clauses, and heeding in every instance with the following terms and conditions:

1 Under the terms of Article 3, fraction I of the Mining Law among other applicable and current legal dispositions, the OPERATOR will enjoy the exclusiveright of carrying out within the demarcation of the land of the CONCESSIONproper the works and undertakings consisting in the investigation or geological, geophysical and geochemical  recognition, surveying duties, drilling, development, any other type of drilling and, in general, the totality of the necessary and required activities in order to identify the mineral deposits or substances, as well as to quantify and evaluate economically the available reserves regarding the CONCESSION.

2 In this sense, the OPERATOR will be obliged of surrendering to the LICENSEEevery 12 —twelve— months during the time in effect of this contract the resultsobtained through analysis, tests, investigations, studies and of other explorationworks carried out in relation with the CONCESSION;

3 The OPERATOR can carry out works and other undertakings he considersnecessary, always at his expense, including the construction of structures, buildingsand needed access roads as well as to set up or make use of machinery andequipment he deems adequate, and will be able to remove these at any time during the time in effect of the contract or during the 90 —ninety— natural days following the termination of same or whatever other reason in the understanding that permanent constructions for safety and stability of the mine, such as supports and other necessary works, will not be able to be removed in any way under penalty of payment for damages and harms that can be caused by such removals;

4The LICENSEE commits himself to collaborate with the OPERATOR innegotiations with the owners or holders of the surface covered by theCONCESSION in any kind of authorizations, permits or bondages necessary forthe adequate development of the exploration and exploitation undertakings, including cooperating for the request and obtainment of expropriations, constitution of bondages or necessary temporary occupations as well as to the disposal of tailings, slags in obedience with the content of Article 19, fraction IV of the Mining Law;

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

6

5 The LICENSEE will enjoy the right of auditing the financial statements,registries or any other legal, accounts or administration information related with theoperation of the CONCESSION but after having requested permission with at least45 —forty five— natural days in advance during the time of effect of this contract.

6 Likewise, the OPERATOR commits himself to carry out the works and neededundertakings required as per the minimal amount of investment established in theRuling of the Mining Law in accordance with the disposition set in Article 29 of theMining Law.

7 Insofar the exploitation of the CONCESSION, agreeing with the disposition ofArticle 3, fraction II of the Mining Law among other applicable and currentlegal disposition, PARTIES agree that as of this date, the operation of the minerelated with the CONCESSION will be in charge of the OPERATOR in order that he can carry out the works and undertakings destined to prepare and develop the area comprising the mineral deposit, as well as those other duties needed to loosen and extract the mineral or substances found with the purpose of they being traded;

8 The OPERATOR commits himself to carry out the mining activities that areneeded in order to extract, trade and effectively sell every 6 —6— months at least60,000 tons —sixty thousand tons— of concentrate mineral extracted from theCONCESSION, and;

9 From the profit gained by the sale of the mineral or the substances extracted fromthe CONCESSION, the OPERATOR commits himself to pay in favor of theLICENSEE certain counterclaims in accordance with the dispositions of theforthcoming clauses.

SECOND. COUNTERCLAIMS: As counterclaims for the transfer of exploration and exploitation rights described —the COUNTERCLAIMS—, the OPERATOR commits himself to pay in favor of the LICENSEE the amount of 5.00 Dollars (five Dollars 00/100 in United States currency) plus the corresponding Added Value Tax per each ton of concentrate mineral obtained from the CONCESSION that is effectively sold and collected during the time in effect of this contract paying attention to the manner, time and place of payment described in the forthcoming clause

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

7

THIRD. MANNER, TIME AND PLACE OF PAYMENT OF COUNTERCLAIMS: PARTIES agree that the OPERATOR must pay the COUNTERCLAIMS in favor of the LICENSEE heeding to the following rules:

1 The amount of $87,000.00 Dollars (Eighty seven thousand Dollars 00/100 inUnited States currency) including the Added Value Tax that has already been paidbefore the date of signature of this present contract by means of theADVANCE.

2 On the 14th September 2011, the amount of $100,000.00 Dollars (One hundredthousand Dollars 00/100 in United States currency) plus the correspondingAdded Value Tax.

3 On the 7th of March and the 7th of September of each year during the time of effectof the duration of this present contract, beginning specifically this next 7th March2012 the amount resulting larger of those described following: 1- The amount of$300,000.00 Dollars (Three hundred thousand Dollars 00/100 in United States currency) plus the corresponding Added Value Tax, or 2- The amount resulting by multiplying $5.00 Dollars (Five Dollars 00/100 in United States currency) per each ton of concentrate mineral obtained from the CONCESSION that is effectively sold and collected within the semester immediately prior, plus the corresponding Added Value Tax, heeding to the dispositions of the previous second clause;

4 Regardless of the terms agreed upon, the LICENSEE expressly grants in favor ofthe OPERATOR a term of grace of 30 (thirty) natural days beginning as of theindicated dates in numeral 3 of this clause for payment of the 50 % (fifty per cent)of the balance of the corresponding amounts;

5 Payments described will be done by means of the writing out of nominal checks orby means of an electronic transfer of funds to the account that for such a purposewill be determined by the LICENSEE in all opportunity per the OPPERATOR´Schoosing;

6 In case the OPERATOR decides to pay by checks, these will be delivered at theconventional address established in this present contract.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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FOURTH. FISCAL VOUCHERS OF PAYMENT: Against payment of COUNTERCLAIMS the LICENSEE commits itself to issue in favor of the OPERATOR vouchers of payment as legally required by the applicable and current fiscal legislation, as well as to deliver same at this latter´s address within the following 5 —five— able days after date in which payment is carried out.

FIFTH. CURRENCY OF PAYMENT: In accord with the disposition established in the Monetary Law of the United States of Mexico and other applicable and current legal dispositions, the LICENSEE expressly accepts that independently to the currency in which the amounts to be paid in favor of the OPERATOR, this latter will have the right to carry out the corresponding payments precisely in Mexican Pesos, legal tender in the United States of Mexico and setting the exchange as published in the Federation’s Official Newspaper for the settlement obligations as of the effective date of payment regarding the COUNTERCLAIMS.

SIXTH. LIBERATING PAYMENT OBLIGATIONS: It is expressly agreed that as the OPERATOR enjoys the freedom to terminate this present contract at any time during its terms of effect, as is specified in the forthcoming clause and to his own discretion and without any responsibility, the OPERATOR will not be obliged to undergo any partial payment in favor of the LICENSEE as of the date this latter is made known of the respective termination, notice that must be surrendered previously and in writing to the LICENSEE at least 60 (sixty) natural days in advance, and the OPERATOR will not be obliged to carry out further investments or expenses than those already made concerning exploration and exploitation, if and ever the term of 60 (sixty) described does not coincide with any of the payments dates already stipulated as, if so is the case, such last payment must be honored.

In this sense, the OPERATOR obliges himself to pay in favor of the LICENSEE the corresponding COUNTERCLAIMS as per the portion of the last semester’s period during which the CONCESSION is exploited, heeding to the calculation formula of the COUNTERCLAIMS described in the previous second clause.

Likewise, PARTIES expressly agree that in case the OPERATOR terminates this contract in advance in the manner foreseen in this document, the totality of the amounts that the LICENSEE has received up to the date on being notified, will remain in this latter’s benefit and, due to that reason, the LICENSEE will not be obliged to reimburse any amount in favor of the OPERATOR.

SEVENTH. REPARATION IN CASE OF EVICTION: The LICENSEE commits himself to answer before the OPERATOR on reparations in case of eviction from the CONCESSION, as is set in Article 2,283.III of the Federal Civil Code among other applicable and legal dispositions.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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EIGHTH. TRANSFER OF RIGHTS: During the current terms of this present contract, the LICENSEE commits himself expressly not to lien, cede or transmit in any manner the rights he conferred by the CONCESSION without previously obtaining the written authorization from the OPERATOR. Neither will the LICENSEE surrender any of the rights or obligations he acquires and assumes by virtue of the subscription of this present instrument unless he is expressly authorized by the OPERATOR.

On his part, the OPERATOR commits himself not to cede or transmit in any manner the exclusive right that has been conferred to him by virtue of this instrument or any other rights or obligations related to same unless he is authorized expressly by the LICENSEE.

NINTH. OPERATOR’S OBLIGATIONS: In accordance with Article 27 of the Mining Law, among other applicable and current legal dispositions, during the terms in effect of this contract, the OPERATOR takes upon himself the following obligations:

1. Carry out exploration and exploitation works taking into consideration the minimum investment costs established per the Mining Law and its ruling.

2. Upkeep the CONCESSION, complying to such a purpose with the paperwork and payment of the corresponding rights and subjecting himself to the general dispositions and official Mexican standards of the mining and metallurgical industries agreeing with Article 27 of the Mining Law among others applicable, its Ruling and the rest of the applicable and current legislation. Regardless the immediately afore mentioned and in accordance with Article 23, third paragraph of the Mining Law, non compliance to the obligations previously stated as well as those written in this present instrument on the part of the OPERATOR will not relive the LICENSEE of not complying with same.

3. Carry out the totality of the ongoing payments as well as those extraordinary regarding the adequate operation of the mine related with the CONCESSION, such as the payment of the workers’ payroll working underground, on maintenance, equipment and machinery repair, taxes, rent payable to owners or land holders of the surface where the CONCESSION lies, administration expenses, among others;

4. Surrender records and proof of work execution, undertakings, investigations and tests carried out wherein appear the results obtained as well as the ore bodies found within the limits covering the CONCESSION;

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

10

5. Remove peacefully and safely the OPERATOR regarding any law suit, claim, harm, damage, responsibility, action and costs originated by reason of his behavior and actions in relation with this contract and during its term in effect;

6. Take caution in looking after the environment and the ecological protection in conformity with the applicable and current legal dispositions on such matter, heeding with the disposition of Article 39 of the Mining Law;

7. Carry out partial payments on COUNTERCLAIMS punctually and in all opportunity under the terms admitted by the subscription of this present instrument;

8. Pay the semester rights that must be honored in order to keep the CONCESSION current, and;

9. In general, comply with the totality of the obligations set herein and consigned in Article 27 of the Mining Law, among other applicable and current dispositions.

TENTH. LICENSEE’S OBLIGATIONS: Derived from the right to explore and exploit the CONCESSION granted by the LICENSEE in favor of the OPERATOR, the former commits himself during the time in effect of this contract to:

1. Upkeep and current in his favor the rights derived from the CONCESSION as well as not to request reduction, subdivision, surface unification covering same, nor to desist from the rights derived from them in the understanding that in order to carry out such paper work he will require under any consideration the previous and written authorization of the OPERATOR.

2. To abstain himself of celebrating any contracts or agreements regarding the rights derived from the CONCESSIONS but only with the OPERATOR or with the mercantile society this latter names for such purposes under the terms of this contract, nor to transfer the rights derived from the CONCESSION to third parties alien to the OPERATOR or whoever this latter names, and;

3. Upkeep the mining rights derived from the CONCESSION free of any lien, burden, attachment, affectation or limitation of domain or of any other nature.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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ELEVENTH. OPERATOR´S RESPONSIBILITY: The OPERATOR commits himself expressly as of this moment for all legal purposes that may arise before the LICENSEE, its representatives and executives, to free them and safe keep them and in peace due to any claim and or responsibility that might be tried to be determined against him for acts directly imputable to the OPERATOR, its workers, employees, representatives or executives during the development of the exploration and exploitation of the CONCESSION.

Likewise, the OPERATOR commits himself that during the current term in effect of this contract and during the development of his activities, he will faithfully comply with the totality of the obligations imposed upon him by the applicable and current legislation of the United States of Mexico including, enunciatively but not in a limiting manner, the Mining Law, its Ruling, the environmental dispositions and of water usage, of safety and health in mines, of labor, fiscal and other applicable and legal dispositions that may result.

Specifically, the OPERATOR will take upon himself the labor responsibility, of social security, fiscal and the rest, regarding the activities carried out at the CONCESSION, and thus he agrees in keeping the LICENSEE free and safe and in peace due to any claim, law suit, accusation or complaint that might be present against him by the workers or employees, the contractors or by authorities in labor and administrative matters and, be it the case, he obliges himself to repair in favor of the LICENSEE those amounts that this latter was forced to expend for such concept when such party was forces or condemned to pay for them by a competent authority.

TWELFTH. FORMALIZATION: PARTIES commit themselves to ratify before Notary Public or Public Broker this present document as soon as possible with the purpose it be inscribed before the REGISTRY in order for it to be effective before third parties under the terms of Article 23 of the Mining Law, as well as to go ahead with the promotion of any other kind of administrative paper work required in accordance with Articles 2,034, fraction III of the Federal Civil Code; 46, fraction VI and 47 of the Mining Law; 83, last paragraph of the Mining Law Ruling and of other applicable and current legislation. The whole of expenses related with the compliance of this present clause will be covered by the OPERATOR.

THIRTEENTH. CONFIDENTIALITY: PARTIES expressly commit themselves to keep in a confidential manner the totality of past, present and future information related with this instrument and extending such obligation, to whom it may be disclosed to, be it a private or corporate entity.

The PARTY recipient of confidential information must limit access to it to its representatives or employees who, under a justified and reasonable cause, may request access to such information. In such cases, PARTIES must oblige to confidentiality those subjects confidential information is revealed to.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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For purposes of this present clause, the following will not be considered confidential information: 1. Information legitimately known and obtained by the recipient PARTY previously to the subscription of this agreement; 2. Information that to date or in the future will be considered as public domain, if and ever such consideration did not derive from the non compliance by any of the PARTIES to the stipulation of this clause, or; 3. Information that must be revealed according to law by an administrative or judicial mandate issued by competent authorities, including those of the stock market.

PARTIES agree that the time in effect of the contracted obligations by virtue of this present clause will subsist for 24 —twenty four— months as of the termination date of this contract´s duration.

In the event of a non compliance, PARTIES expressly can keep to themselves those actions that according to law correspond to them, both administrative and judicial, in order to claim reparation for damages, harm and loss caused, as well as the application of any sanction that may be.

FOURTEENTH. DURATION AND ADVANCE TERMINATION: PARTIES agree that this present contract hold a duration for a period of 10 —ten— years beginning as of the date of signature and next 1st September 2021.

Such a period will be forceful for the LICENSEE and voluntary for the OPERATOR as has been previously arranged in this present instrument, reason why the LICENSEE grants in favor of the OPERATOR the right to terminate in advance the duration of this present instrument without any responsibility whatsoever, only by giving notice in writing with at least 60 —sixty— natural days in advance from the date of the effective foreclosure of the contract.

FIFTEENTH. NON COMPLIANCE AND CANCELLATION: PARTIES agree that if any of them does not comply with any of the obligations assumed by virtue of the subscription of this present instrument, these latter will have the right to require forceful compliance of those obligations omitted, on one hand, or the cancellation of this present contract on the other, as well as the payment of an indemnity for harm and damages in both cases.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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SIXTEENTH. NON COMPLIANCE DUE TO FORTUITOUS EVENT OR FORCE MAJEURE: It is expressly convened that the OPERATOR will not be held responsible for delays or a total or partial non compliance to the obligations he assumes under the terms of this document when such delays or non compliance stem or are a result of a fortuitous event or force majeure, that is, acts of nature or of man not foreseen or that, even being preventable, cannot be avoided by the OPERATOR.

As per the statements in the previous paragraph PARTIES agree that the occurrences that are mentioned following enunciatively but not in a limiting manner, will be considered fortuitous cases or force majeure: disasters such as fires, explosions, floods, storms, earthquakes, epidemics, civil or labor unrests, strikes, wars, invasions, oppositions or unrests caused by rural communities, of ejidos or by any other type of groups or associations legally established or not, as well as oppositions and disturbances caused by any other person that hinder or do not authorize reasonably the OPERATOR the free access to the COCESSION, or impede the required carrying out of mining undertakings contemplated in this contract, as well as actions or omissions by any government authority, be it federal, state or municipal which includes the delay or lack of the opportune obtainment of permits and authorizations required from such government authorities, private persons or corporations, associations or entities in order to carry out mining labors foreseen in this document.

In the event there arises a situation giving place to a fortuitous case or force majeure, the OPERATOR must notify the LICENSEE within a time term of 30 —thirty— natural days beginning on the date in which the OPERATOR knew of such events. Such notice will not be necessary in case the fortuitous case or force majeure is known and evident to both PARTIES.

Regardless the above, the OPERATOR accepts that he cannot pledge fortuitous case or force majeure regarding the obligations of payment he assumes by virtue of the subscription of this contract in favor of the LICENSEE.

SEVENTEENTH. SEPARATE ENTITIES: None of the terms and conditions of this present instrument must be interpreted in the sense that the PARTIES have established a social o association relationship, and so, they do not join or gather together any of the assets for fiscal responsibility purposes or before third parties or of any other nature.

EIGHTEENTH. FISCAL OBLIGATIONS: On being registered and regulated before the Taxpayers Federal Registry, as well as up to date in their income tax payments and other contributions that might have corresponded to them to date, PARTIES convene that each, individually, will pay separately their own corresponding taxes due to the compliance with the terms and conditions of this present instrument heeding the applicable and current fiscal legislation and committing themselves to leave their counterpart safe regarding any fiscal responsibility that might be imputed in contravention to this clause by competent authorities.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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NINETEENTH. LABOR RELATIONS: In order to comply with the obligations that each of the PARTIES contracts by virtue of the subscription of this contract, they state that they will act as corporations totally independent from each other and thus, by no reason it must be understood that there exists a labor relationship between them, thus discarding the possibility of applying jointly the current labor and safety legislation. In consequence, PARTIES under no motive will be able to hire employees or workers in the name or representation of their counterparts.

Insofar as their own workers and employees, PARTIES state that there does not exist any labor relationship between workers and employees of the LICENSEE with those of the OPERATOR and neither of this company with those of the other. In consequence, PARTIES state being the employers of their respective workers and employees in this manner complying with the labor and safety social legislation applicable and current, and they being the sole responsible entities regarding the labor and social obligations to be met in favor of such subjects.

Consequently, PARTIES commit themselves to free their counterpart of any labor and social responsibility that might be imputed in contravention to this clause in relation to their respective workers and employees under the terms of the applicable and current labor and social security legislation.

TWENTIETH. ADDRESSES AND CONTACT TELEPHONES; PARTIES convene in stating as their addresses and contact telephones for anything referring with the execution and compliance of the terms and conditions of this present instrument, as well as to notify all kinds of notices and other communications in relation with same, the following:

LICENSEE   Av. Independencia 2812 Colonia Centro C. P. 31000 Ciudad de Chihuahua, Chihuahua Ph: 01-614-415-1971 OPERATOR   Calle California 5101, Office 206 Col. Haciendas de Santa Fe C.P. 31215 Ciudad de Chihuahua, Chihuahua Ph: 01-614-200-8481

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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In case of a change in address PARTIES convene in notifying their counterparts of such a fact at least 5 —five— natural days in advance before the change takes place effectively.

TWENTY FIRST. NOTICES, NOTIFICATIONS AND COMMUNICATIONS: PARTIES agree that any notices, notification or communication needed to be given to their counterpart must be carried out in writing.

Sending of such documents can be done in three ways: 1. by ordinary courier delivered on hand or by certificate mail with acknowledgement of receipt; 2. by fax or; 3. by electronic mail. In this last case, sending will be considered valid and legally carried out only when the reception of the corresponding electronic mail is confirmed electronically within the 3 —three— following natural days of it being sent or through an express manner, through an answering and confirmation service returned by the addressee.

PARTIES convene likewise that notices, notifications and communications done in relation with this present instrument will be in effect on the day of reception. In case such correspondence include any type of term, this latter will begin to be in effect on the following day of confirmation of its reception independently it be a labor or natural day.

TWENTY SECOND. CONTACT PERSONS: PARTIES agree in that the totality of announcements, notices or communications necessary to surrender to their counterpart as derived from the terms and conditions of this present instrument must be forwarded indistinctly to the following persons:

LICENSEE   HECTOR CERVANTES TREJO   AGUSTIN CERON GUEDEA OPERATOR   RAMIRO TREVIZO LEDEZMA   RAMIRO TREVIZO GONZÀLEZ

In case it is their will to change the contact persons PARTIES convene in notifying their counterpart of such a circumstance at least 5 —five— natural days in advance of the date in which the change will take place. Not complying to this obligation will imply that announcements, notices and communications sent and delivered in the name of the original addressees of the PARTY carrying out the switch, will bear all legal effects in favor of the PARTY that was not notified in all opportunity and as of the date of delivery and for as long as the non compliance stands.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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TWENTY THIRD. TRANSFER: The OPERATOR can cede to any third party he deems convenient but with prior authorization and written consent of the LICENSEE, a portion or the totality of the rights and obligations derived in his favor and to his charge as derived from the subscription of this contract.

The afore mentioned if and ever in the document that is formalized the transfer of rights and respective obligations, there appears the express acceptance on the part of the licensee that there is a subrogation intent of a portion or the totality of the obligations that by virtue of this document the OPERATOR acquires, be it the case, and that afterwards the celebration of said contract, written notice be given to the LICENSEE making him aware of the data the third party acquired, partially or in whole, of the rights and obligations derived from the subscription of this instrument.

TWENTY FOURTH. TOTALITY OF THE CONTRACT: PARTIES accept that this present agreement contains the totality of the agreements between them regarding its object, and leaving without effect as well as cancelling the whole of agreements, records, negotiations, correspondence, commitments and communications done previously between them either in writing or verbally related.

TWENTY FIFTH. MODIFICATIONS OR AMENDMENTS: The terms and conditions of this present instrument can only be amended by virtue of the subscription of modifying agreements between the PARTIES. To such agreements must be added as annexes ordinary copy of this contract vying for a complete interpretation of the terms and conditions that the PARTIES agreed upon.

TWENTY SIXTH. APPLICABLE LAW: This present instrument will abide and will be interpreted in accordance with the Mining Law, its Ruling, the mercantile legislation and the Federal Civil Code among other applicable and currently legal dispositions in the United States of Mexico.

TWENTY SEVENTH. JURISDICTION: In case there may arise controversies related with the validity, intention, interpretation, execution or compliance to this contract, PARTIES agree expressly to submit same before the competent courts of law of the Morelos Judicial District in the city of Chihuahua, State of Chihuahua, giving up as of this moment any other jurisdiction or privilege that might correspond to them by reason of their present or future domiciles or by any other circumstance.

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

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BOTH PARTIES BEING IN THE KNOWLEDGE OF THE WORTH AND LEGAL REACH OF THIS PRESENT CONTRACT, SUBSCRIBE IT BEING TOGETHER IN THE CITY OF CHIHUAHUA, STATE OF CHIHUAHUA ON THE 1ST SEPTEMBER 2011.

LICENSEE   CORPORACION KEDAH, S. A. DE C. V. Represented in this act by:   HECTOR CERVANTES TREJO OPERATOR   AMERICAN METAL MINING S. A. DE C. V. Represented in this act by:   RAMIRO TREVIZO GONZALEZ

###

Mining exploration and exploitation contract subscribed on the 1st September 2011 between Corporación

Kedah, S. A. de C. V., and American Metal Mining, S. A. de C. V.

 18

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Francis R. Biscan, Jr. certify that;

1.           I have reviewed this quarterly report on Form 10-Q of Tara Minerals Corp.;

2.           Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 14, 2011	/s/ Francis R. Biscan
	Francis R. Biscan, Jr.,
	Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Lynda R. Keeton-Cardno, certify that;

1.           I have reviewed this quarterly report on Form 10-Q of Tara Minerals Corp.;

2.           Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 14, 2011	/s/ Lynda R. Keeton-Cardno
	Lynda R. Keeton-Cardno,
	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC REPORT

TARA MINERALS CORP.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18 U.S.C. Section 1350

In connection with this Quarterly Report for Tara Minerals Corp. (the “Company”) Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities Exchange Commission on the date hereof (the “Report”), we, Francis R. Biscan, Jr., the Principal Executive Officer of the Company, and Lynda Keeton-Cardno, the Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the company.

Date:  November 14, 2011	/s/ Francis R. Biscan, Jr.
	Francis R. Biscan, Jr.,
	Principal Executive Officer

Date:  November 14, 2011	/s/ Lynda R. Keeton-Cardno
	Lynda R. Keeton-Cardno,
	Principal Financial Officer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Recoverable value added taxes, allowance for bad debt	$ 1,235,132	$ 1,366,533
Other receivables, allowance for bad debt	3,062	4,692
Property, plant, equipment, mine development and land, accumulated depreciation	491,600	295,925
Due from related parties	79,077	69,143
Iron Ore Properties financial instrument, carrying value of beneficial conversion feature	180,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	64,859,588	57,236,288
Common stock, shares outstanding	64,859,588	57,236,288
Common stock, stock receivable	$ 0	$ 212,744

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended		9 Months Ended		65 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract]
Mining revenues		$ 86,178		$ 123,953	$ 160,421
Cost of revenue					658,007
Gross margin		86,178		123,953	(497,586)
Exploration expenses	109,123	448,058	1,497,277	2,336,708	3,970,986
Operating, general, and administrative expenses	1,146,825	3,480,312	2,803,028	13,166,066	23,175,368
Net operating loss	(1,255,948)	(3,842,192)	(4,300,305)	(15,378,821)	(27,643,940)
Non-operating (income) expense:
Interest (income)	(6,744)	(82,063)	(19,823)	(94,899)	(155,463)
Loss on conversion of note payable					783,090
Interest expense	32,415	239,629	101,542	274,544	2,190,342
Gain on debt extinguishment				(6,138)	(6,138)
Loss on disposal or sale of assets			4,260		4,260
Other expense (income)	116	(92)	(11,137)	(1,148)	(791,172)
Total non-operating expense	25,787	157,474	74,842	172,359	2,024,919
Loss before income taxes	(1,281,735)	(3,999,666)	(4,375,147)	(15,551,180)	(29,668,859)
Income tax provision (benefit)	110,969		110,969		(2,820,013)
Less: non-controlling interest	(11,008)	12,889	6,540	304,043	406,913
Net loss attributable to Tara Minerals' shareholders	(1,403,712)	(3,986,777)	(4,479,576)	(15,247,137)	(26,441,933)
Other comprehensive income (loss):
Foreign currency translation	70,571	33,616	37,834	(35,661)	(208,419)
Comprehensive loss	$ (1,333,141)	$ (3,953,161)	$ (4,441,742)	$ (15,282,798)	$ (26,650,352)
Net loss per share, basic and diluted	$ (0.02)	$ (0.07)	$ (0.07)	$ (0.29)
Weighted average number of shares, basic and diluted	63,946,338	54,661,144	62,846,792	53,529,486

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Nov. 14, 2011
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Entity Registrant Name	Tara Minerals Corp.
Entity Central Index Key	0001387054
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		64,859,588

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Related Party Transactions

9 Months Ended

Sep. 30, 2011

Related Party Transactions [Abstract]

Related Party Transactions

Note 7. Related Party Transactions

Due to related parties, net of due from related parties was $2,552,645 and $3,465,232 as of September 30, 2011 and December 31, 2010, respectively.

The Company is a subsidiary of Tara Gold Resources Corp. In January 2007, another subsidiary of Tara Gold Resources Corp., Corporacion Amermin, S.A. de C.V. ("Amermin"), made the arrangements to purchase the Pilar, Don Roman and Las Nuvias properties listed in Note 2 (part of the Don Roman Grouping). These properties were assigned to the Company's subsidiary AMM as of January 2007. AMM makes payments to Amermin and Amermin made payments related to the original purchase agreements. At June 30, 2010, Amermin has paid the original note holder in full but AMM has not paid Amermin. At September 30, 2011, due from related parties is $79,077 and due to related parties, includes:

- Pilar mining concession: $535,237 (inclusive of valued added tax)

- Don Roman concession: $211,826

- Due to Amermin: $810,794

- Other related party: $101,209

As of September 30, 2011, Tara Gold had loaned the Company $754,599 which amount is included in Due to Related Parties. There are no terms to this related party payable and it is due on demand.

In September 2010, Tara Gold entered into a tentative agreement with the Company which provided that the Company would acquire all of the outstanding shares of Tara Gold by exchanging one Tara Mineral share for two Tara Gold shares.  In 2011 this agreement was cancelled and Tara Gold announced it would begin to distribute all of its shares of the Company's common stock to its shareholders. In May 2011, the first distribution, at a rate of one share of the Company's common stock for every 20 outstanding shares of Tara Gold, was made. Additional distributions will be announced over the next 24 months until all of the Company's common stock, held by Tara Gold, are distributed to Tara Gold shareholders. As of September 30, 2011 Tara Gold owns 55.13% of the common stock of the Company.

On May 2011, ACM acquired three mining concessions knows as "Picacho Fractions I, II and III" from Amermin. The acquisition price of the properties was $190,000 including $26,207 in value added taxes, financed at LIBOR plus 3.25%.

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Fair Value

9 Months Ended

Sep. 30, 2011

Fair Value [Abstract]

Fair Value

Note 12. Fair Value

In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy.  Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at September 30, 2011 (Unaudited)
	Total		Level 1		Level 2		Level 3
Assets:
None	$	-	$	-	$	-	$	-
Liabilities:
Total notes payable, related and unrelated	$	592,316	$	592,316	$	-	$	-
Due to related parties, net of due from		2,552,645		2,552,645		-		-
Iron Ore Properties financial instrument		570,000		-		-		570,000
Total	$	3,714,961	$	3,144,961	$	-	$	570,000

	Fair Value at December 31, 2010
	Total		Level 1		Level 2		Level 3
Assets:
None	$	-	$	-	$	-	$	-
Liabilities:
Total notes payable, including related   party	$	1,992,351	$	1,992,351	$	-	$	-
Due to related parties, net of due from		3,465,232		3,465,232		-		-
Total	$	5,457,583	$	5,457,583	$	-	$	-

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Mining Deposits

9 Months Ended

Sep. 30, 2011

Mining Deposits [Abstract]

Mining Deposits

Note 3. Mining Deposits

On September 2011, the Company executed an agreement for the right to mine an Iron Ore Property known as "Champinon". The property approximates 150 hectares and is located in Sinaloa, Mexico. The agreement gives the Company the right to mine Champinon for a period of 10 years.

The Company will pay the concession holder a royalty of $5, plus any Value Added Tax, for each tone of material sold. The Company has committed to extract and sell a minimum of 60,000 tonnes every 6 months and the Company anticipates that it can initially reach production rates of a minimum of 30,000 tonnes per month, scaling up to over 50,000 tonnes per month. . As of September 30, 2011, the concession holder has been paid $175,000, plus Value Added Taxes, recorded as a mining deposit, and will be advanced funds, against the minimum royalty, on a monthly basis. Additionally, as of September 30, 2011 production has not commenced.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 9. Stockholders' Equity

March 2011, the Company issued 1,012,977 shares of common stock valued at $1,215,572 or $1.20 a share to unrelated parties as a result of the conversion of loans in the principal amount of $480,000 and related interest of $26,489 at December 2010.

March 2011, the Company issued 105,722 shares of common stock valued at $126,866 or $1.20 a share to a related party as a result of the conversion of loans in the principal amount of $50,000 and related interest of $2,861 at December 2010.

March 2011, the Company issued 125,000 shares of common stock for warrants exercised, for $50,000 in cash or $0.40 a share.

April 2011, the Company issued 100,000 shares of common stock to an Officer of the Company, valued at $100,000 or $1.00 a share for payment on behalf of Tara Gold for services rendered. See Note 7 above.

April 2011, the Company issued 416,100 shares of common stock valued at $353,685 or $0.85 a share for the purchase of Centenario's technical data. See Note 2 above.

April 2011, the Company issued 460,000 shares of common stock valued at $391,000 or $0.85 a share for the purchase of La Palma's technical data. See Note 2 above.

April 2011, the Company issued 370,000 shares of common stock valued at $314,500 or $0.85 a share for the purchase of La Verde's technical data. See Note 2 above.

April 2011, the Company issued 280,000 shares of common stock for warrants exercised, for $112,000 in cash or $0.40 a share.

May 2011, the Company issued 792,500 shares of common stock for warrants exercised, for $317,000 in cash or $0.40 a share.

In May 2011, the Company sold 1,643,334 units in a private offering for $493,000 in cash, or $0.30 per unit. Each unit consisted of one share of the Company's common stock and one warrant.  Each warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.00 per share at any time on or before May 1st, 2012.

May 2011, the Company issued 1,100,000 shares of common stock for $55,000 in cash or $0.050 a share to Officers of the Company who exercised stock options.

In May 2011, the Company increased its authorized capitalization to 200,000,000 shares of common stock.

In September 2011, the Company sold 1,017,667 units in a private offering for $1,017,667 in cash, or $1.00 per unit. Each unit consisted of one share of the Company's common stock and one warrant. Each warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.25 per share during the first year or $1.50 per share during the second year after units were sold and shares issued.

September 2011, the Company issued 100,000 shares of common stock, valued at $66,000 or $0.66 a share for services rendered.

September 2011, the Company issued 90,000 shares of common stock, valued at $148,500 or $1.65 a share for services rendered.

September 2011, the Company issued 10,000 shares of common stock for warrants exercised, for $15,000 in cash or $1.50 a share.

Common Stock Payable

At September 30, 2011, common stock payable consists of:

· 212,000 shares payable, valued at $218,000 for cash.

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Options and Warrants

9 Months Ended

Sep. 30, 2011

Options and Warrants [Abstract]

Options and Warrants

Note 10. Options and Warrants

In January 2010, under its Incentive Stock Option Plan the Company granted two of its officers options for the purchase of 750,000 shares of common stock. In May 2011, the options were cancelled and the Company concurrently granted new Incentive Stock Options to the officers; under this new grant the officers have the option to purchase 750,000 shares of common stock, exercisable at a price of $0.58 per share and vest at various dates until May 2013. The options expire at various dates beginning May 2013.  In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, the Company has analyzed the cancellation of the award accompanied by the concurrent grant of a replacement award and determined that there was no further incremental compensation cost. As of September 30, 2011 options that vested in 2011 associated with this transaction were valued at $493,384.

In September 2010, the Company granted options for 200,000 shares of common stock to an unrelated third party for investor relations services. The options have an exercise price of $1.00 per share, vest between September 2010 and March 2011 and expire two years from the date of vesting. As of September 30, 2011 options that vested in 2011 were valued at $36,353.

In May 2011, the Company sold 1,643,334 units in a private offering for $493,000 in cash, or $0.30 per unit. Each unit consisted of one share of the Company's common stock and one warrant.  Each warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.00 per share at any time on or before May 1, 2012.

In September 2011, the Company sold 1,017,667 units in a private offering for $1,017,667 in cash, or $1.00 per unit. Each unit consisted of one share of the Company's common stock and one warrant. Each warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.25 per share during the first year or $1.50 per share during the second year after units were sold and shares issued.

The fair value of each option award discussed above is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock. The expected term of options granted is estimated at half of the contractual term as noted in the individual option agreements and represents the period of time that management anticipates option granted are expected to be outstanding.  The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.

	September 30, 2011		December 31, 2010
Expected volatility		163.11%		208.37% - 319.79%
Weighted-average volatility		146.85%		159.17%
Expected dividends		0		0
Expected term (in years)		2.00		0.75 - 4.50
Risk-free rate		0.58%		0.30% - 2.37%

A summary of option activity under the Plan as of September 30, 2011 and changes during the period then ended is presented below:

Options	Shares			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual  Term		Aggregate Intrinsic  Value
Outstanding at December 31, 2010		4,630,000		$	0.49
Granted		750,000			0.58
Exercised		(1,100,000	)		0.05
Forfeited, expired or cancelled		(830,000	)		(0.79	)
Outstanding at September 30, 2011		3,450,000		$	0.43			3.0	$	2,634,000
Exercisable at September 30, 2011		2,240,000		$	0.36			3.5	$	2,322,400

Non-vested Options	Options			Weighted -Average Grant-Date  Fair Value
Non-vested at December 31, 2010		1,475,000		$	1.37
Granted		750,000			0.58
Vested		(390,000	)		0.78
Forfeited, expired or cancelled		(625,000	)		(1.57	)
Non-vested at September 30, 2011		1,210,000		$	0.29

A summary of warrant activity under the Plan as of September 30, 2011, and changes during the period then ended is presented below:

Warrants	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2010		4,271,999		$	0.73
Granted		2,671,001			1.13
Exercised		(1,207,500	)		0.95
Forfeited, cancelled or expired		(5,000	)		0.40
Outstanding at  September 30, 2011		5,730,500		$	0.99		1.5	$	1,646,949
Exercisable at September 30, 2011		5,730,500		$	0.99		1.5	$	1,646,949

Non-vested Warrants	Warrants			Weighted -Average Grant-Date  Fair Value
Non-vested at December 31, 2010	$	-		$	-
Granted		2,671,001			1.13
Vested		(2,671,001	)		(1.13	)
Forfeited		-			-
Non-vested at September 30, 2011		-		$	-

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Iron Ore Properties and Related Financial Instrument

9 Months Ended

Sep. 30, 2011

Iron Ore Properties and Related Financial Instrument [Abstract]

Iron Ore Properties and Related Financial Instrument

Note 8. Iron Ore Properties and Related Financial Instrument

In May 2011, the Company reached an agreement for the right to mine the 3,233 hectare Tania Iron Ore Property located in Manzanillo, State of Colima, Mexico. The Company has the right to remove 6 million tonnes of salable concentrate from the property, with perpetual renewal rights, extending through the life of the property. The Company will pay the vendor $6 per salable tone for the first 500,000 tonnes removed from the property and $7 per tone thereafter. As of September 30, 2011 the Company had advanced $66,667 toward a total of $100,000 to the vendor against future royalty payments.

The Company raised $750,000 through a financial instrument to fund potential Iron Ore Properties. A portion of the funds will be used to secure appropriate environmental permits, export permits, and recovery process engineering. The financial instrument has no repayment requirement, except if the Iron Ore Properties generate revenue. As the Company's common stock has not been issued and this is not a debt instrument, the amount raised has been treated as a temporary financing until such time as changes require debt or permanent equity treatment. The beneficial conversion feature of this instrument was determined to be $180,000. Once a triggering event takes place the beneficial conversion feature accounting will follow the treatment of debt or equity.

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Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2011

Nature of Business and Significant Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Note 1.       Nature of Business and Significant Accounting Policies

Nature of business and principles of consolidation:

The accompanying Condensed Consolidated Financial Statements of Tara Minerals Corp. (the "Company") should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2010. Significant accounting policies disclosed therein have not changed, except as noted below.

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 the United States of America and Mexico.  The Company owns 99.9% of the common stock of American Metal Mining, S.A. de C.V. ("AMM"), which was established in December 2006 and operates in México. The Company also owns 87% of the common stock of Adit Resources Corp., which in turns owns 99.9% of American Copper Mining, S.A. de C.V. ("ACM"), which was established in December 2006 and operates in México.  Adit Resources Corp. ("Adit") was organized in June 2009 and ACM was purchased in June 2009.  The Company currently has limited operations and, in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Development Stage Entities Topic, is considered an Exploration Stage Company.

Tara Minerals Corp. is a subsidiary of Tara Gold Resources Corp. ("Tara Gold" or the "Company's Parent").

Unless otherwise indicated, all references to the Company include the operations of its subsidiaries, and all references to Adit include the operation of its subsidiary.

The accompanying Condensed Consolidated Financial Statements and the related footnote information are unaudited.  In the opinion of management, these financials statements include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets of the Company at September 30, 2011 and December 31, 2010, and the condensed consolidated statements of operations for the three and nine months ended September 30, 2011 and 2010. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. The consolidated financial statements include the financial statements of the Company, AMM, Adit and ACM. All amounts are in U.S. dollars unless otherwise indicated. All significant intercompany balances and transactions have been eliminated in consolidation.

The reporting currency of the Company and Adit is the U.S. dollar. The functional currency of AMM and ACM is the Mexican peso. As a result, the financial statements of the subsidiaries have been re-measured 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 re-measurement gain or loss is recorded as other comprehensive loss.

The financial statements of the Mexican subsidiaries 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 nine months ended September 30, 2011.  Mexican pesos per one U.S. dollar.

	September 30, 2011
Current exchange rate	Ps.	13.4567
Weighted average exchange rate for the six months ended	Ps.	12.0300

The Company's significant accounting policies are:

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts

Each period receivables are reviewed for collectability.  When a receivable is determined to not be collectable, the Company allows for the receivable until the Company is either assured of collection or assured that a write off is necessary.  The Company has recorded an allowance of $1,235,132 and $1,366,533 as of September 30, 2011 and December 31, 2010, respectively, for its receivables for IVA taxes paid by the Company's Mexican subsidiaries based upon the determination that the Mexican government may not pay the complete refund of these taxes.

Reclassifications

Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current presentation.

Purchase of Technical Data

Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for the Company's mining concessions. When purchased for concessions without proven reserves the cost is considered research and development pertaining to a developing mine and in accordance with the Research and Development (R&D) Topic of the FASB ASC and is expensed when incurred.

Financial Instruments

The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment.  In the event that the debt or equity treatment is not readily apparent, FASB ASC 480-10-S99 is consulted for temporary treatment, once a triggering event of any such instruments happens that remove the temporary element the Company appropriately reclassifies the instrument to debt or equity.

Recently Adopted and Recently Issued Accounting Guidance

Adopted

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price; eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable's selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements. These changes become effective on January 1, 2011. The Company has determined that the adoption of these changes will not have an impact on its consolidated financial statements, as the Company does not currently have any such arrangements with its customers.

Issued

In May 2011, the FASB issued an accounting standard update that amends the accounting standard on fair value measurements. The accounting standard update provides for a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. The accounting standard update changes certain fair value measurement principles, clarifies the application of existing fair value measurement, and expands the fair value measurement disclosure requirements, particularly for Level 3 fair value measurements. The amendments in this accounting standard update are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company's financial position, results of operations or cash flows

In June 2011, the FASB issued an accounting standard update which requires the presentation of components of other comprehensive income with the components of net income in either (1) a continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or (2) two separate but consecutive statements. This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of shareholders' equity, and is effective for interim and annual periods beginning after December 15, 2011.   The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company's financial position, results of operations or cash flows.

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company's financial position, result of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

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Other assets, current and non-current

9 Months Ended

Sep. 30, 2011

Other assets, current and non-current [Abstract]

Other assets, current and non-current

Note 4. Other assets, current and non-current

In September 2010, the Company signed an agreement to purchase three properties for a price of $1,000,000. In order to hold these properties, the Company made a cash deposit of $60,000. The Company is obligated to pay all the expenses, fees and general expenditures relating to the sale, up to a maximum of $500,000, which are deductible from the sales price.  In March 2011, the Company received notification from Pacemaker Silver Mining S.A. de C.V. a wholly-owned Mexican subsidiary of El Tigre, indicating that they had rights to the three properties. Although this does not affect the Company's specific right to the property, until the difference can be determined, the deposit was expensed in 2011.

In May 2011, the Company paid $66,667 towards a $100,000 advance payable to the Iron Ore Properties vendor, against future royalty payments (See Note 8).

In May 2011, the Company advanced $175,000 to a subcontractor for improvements needed at the Iron Ore project site. The advance is being expensed over a six-month period beginning in July 2011.

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Income taxes

9 Months Ended

Sep. 30, 2011

Income taxes [Abstract]

Income taxes

Note 5. Income taxes

As of September 30, 2011, the 2010 tax returns for Tara Minerals and Adit were filed. As a result of the finalized tax returns, the deferred tax asset was analyzed, resulting in an updated value of $2,820,013. As of December 31, 2010 the Company's estimated deferred tax asset was $2,930,982. The difference of $110,969 was recognized as an income tax provision as of September 30, 2011.

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Notes Payable

9 Months Ended

Sep. 30, 2011

Notes payable [Abstract]

Notes payable

Note 6. Notes Payable

The following table represents the outstanding balance of loans and capital leases for the Company as of September 30, 2011 and December 31, 2010.

	September 30, 2011			December 31, 2010
	(Unaudited)
Mining concession	$	383,396		$	1,699,737
Auto loans		108,920			119,766
Equipment		-			72,848
		492,316			1,892,351
Less - current portion		(411,696	)		(824,001	)
Total - non-current portion	$	80,620		$	1,068,350

During the nine months ended September 30, 2011, one of the vehicles purchased in 2010 was stolen, the insurance claim was processed and the note payable and the fixed asset removed from the AMM's books. AMM defaulted on an equipment capital lease entered into on July 21, 2010. The equipment was capitalized as an asset and the asset and related debt were removed and payments were reclassified to treat the payments similar to an operating lease.

AMM financed the purchase of one truck to be used in operations for $48,491; the note payable has a 13.5% interest rate and a maturity date of June 1, 2015.

The five year maturity schedule for notes payable is presented below:

Due on or before	September 30, 2012		September 30, 2013		September 30, 2014		September 30, 2015		September 30, 2016		Total
Mining Concessions	$	383,396	$	-	$	-	$	-	$	-	$	383,396
Auto Loans		28,300		32,314		39,245		9,061		-		108,920
Total	$	411,696	$	32,314	$	39,245	$	9,061	$	-	$	492,316

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		65 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Cash flows from operating activities:
Net loss attributable to Tara Minerals' shareholders	$ (4,479,576)	$ (15,247,137)	$ (26,441,933)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for doubtful accounts	(133,031)	653,674	1,858,903
Depreciation	208,217	153,415	504,142
Stock based compensation and stock bonuses	529,738	6,471,099	8,464,942
Common stock issued for services	214,500	4,221,110	5,586,184
Cancellation of shares for settlement			(750,000)
Non-controlling interest in net loss of consolidated subsidiaries	(6,540)	(277,973)	(406,903)
Non-controlling interest - stock issued to third parties of subsidiaries			348,549
Expense of mining deposit upon note modification			6,000
Accretion of beneficial conversion feature and debt discount		84,156	1,983,575
Exploration expenses paid with parent and subsidiary common stock	1,059,184	1,224,375	2,283,559
Gain on debt extinguishment		6,138	(6,138)
Loss on conversion of note payable			783,090
Accrued interest converted to common stock			84,438
Deferred tax asset, net	110,969		(2,820,013)
Loss on disposal or sale of assets	4,260		4,260
Rent expense reclassified from capital lease	12,207		12,207
Changes in current operating assets and liabilities:
Recoverable value added taxes	(48,676)	(292,848)	(1,102,284)
Other receivables	2,867	(56,228)	(106,653)
Prepaid expenses	(133,000)		(133,000)
Other assets	(7,242)	(110,577)	(165,113)
Accounts payable and accrued expenses	352,127	345,121	1,051,467
Deferred revenue	100,000		100,000
Net cash used in operating activities	(2,213,996)	(2,825,675)	(8,860,721)
Cash flows from investing activities:
Acquisition of land			(19,590)
Purchase of mining concession	(30,060)	(25,149)	(860,231)
Deposits toward mining concessions	(177,734)		(208,734)
Acquisition of property, plant and equipment	(5,522)	(330,205)	(2,593,571)
Cash included in business acquisition			2,037
Business acquisition goodwill			(3,758)
Payments made for construction in progress
Proceeds from disposal/sale of assets	29,128		29,128
Net cash used in investing activities	(184,188)	(355,354)	(3,654,719)
Cash flows from financing activities:
Cash from the sale of common stock	2,272,411	980,043	8,970,699
Proceeds from notes payable, related party		247,030	150,000
Proceeds from notes payable		480,000	480,000
Payments towards notes payable	(123,093)	(711,451)	(1,313,556)
Payment towards equipment financing		(41,412)	(201,438)
Change in due to/from related parties, net	(1,002,587)	304,245	1,926,213
Common stock payable	218,000	671,500	5,256
Non-controlling interest - cash from sale of sale of common stock of subsidiaries	500,000	260,482	2,368,645
Iron Ore Properties financial instrument	750,000		750,000
Net cash provided by financing activities	2,614,731	2,190,437	13,135,819
Effect of exchange rate changes on cash	37,834	(35,661)	(208,419)
Net increase (decrease)	254,381	(1,026,253)	411,960
Cash, beginning of period	157,579	1,230,376
Cash, end of period	411,960	204,123	411,960
Supplemental Information:
Interest paid	100,987	26,275	283,454
Income taxes paid
Non-cash Investing and Financing Transactions:
Purchase of mining concession paid by debt to related party plus capitalized interest (negative movement due to note modification)	163,793		1,445,488
Purchase of or (reduction) in purchase of concession paid with notes payable plus capitalized interest	(1,310,974)	(3,324,485)	986,771
Recoverable value-added taxes incurred through additional debt and due to related party, net of mining concession modification	(192,102)	(508,814)	1,384,641
Beneficial conversion value for convertible debt			1,695,000
Conversion of debt to common stock, plus accrued interest	559,350		2,309,438
Purchase of mining equipment with common stock			600,000
Acquisition of property and equipment through debt	312,042	1,224,955	742,963
Receivable reclassified to mining deposit		28,368	28,368
Construction in progress reclassified to property plant and equipment		2,163,485	2,163,485
Warrants with debt		288,576
Beneficial conversion feature on financial instrument	180,000		180,000
Business Combination of American Copper Mining:
Cash			(2,037)
Due from related parties			1,989
Goodwill (from net assets)			8,270
Accounts payable and accrued expenses			$ 12,071

XML

Property, plant, equipment, mine development and land

9 Months Ended

Sep. 30, 2011

Property, plant, equipment, mine development and land [Abstract]

Property, plant, equipment, mine development and land

Note 2.       Property, plant, equipment, mine development and land

	September 30, 2011			December 31, 2010
	(Unaudited)
Land	$	19,590		$	19,590
Mining concessions:
Pilar		710,172			710,172
Don Roman (a)		521,739			521,739
Las Nuvias		100,000			100,000
Centenario (b)		635,571			1,946,545
La Palma (c)		80,000			-
La Verde (d)		60,000			-
Pirita		249,909			246,455
Picacho		1,250,000			1,250,000
Picacho Fractions (e)		163,793			-
Las Viboras Dos (f)		195,390			-
Mining concessions		3,966,574			4,774,911
Property, plant and equipment		3,499,480			3,603,210
		7,485,644			8,397,711
Less - accumulated depreciation		(491,600	)		(295,925	)
	$	6,994,044		$	8,101,786

Pilar, Don Ramon, Las Nuvias, Centenario, La Palma and La Verde properties are geographically located in Mexico and are known as the Don Roman Groupings.

The Picacho and Picacho Fractions properties are geographically located in Mexico and are known as the Picacho Groupings.

a. In August, 2011 the Company entered into an agreement with Carnegie Mining and Exploration, Inc. which provides Carnegie with the option to earn up to a 50% interest in the Company's Don Roman and all of the Company's Iron Ore Properties located in Mexico, including the Company's Tania Iron Ore property. (See Note 8)

As consideration for the option, Carnegie paid $100,000 to the Company which were recorded as deferred revenue at September 2011 and Carnegie spent $150,000 toward bringing the Don Roman mine back into production. The Company will deferred revenue recognition on payments received from joint venture partners for options to purchase interests in mining concessions. Upon successfully completing the terms on the agreement or upon a triggering termination event, a gain on the sale of the mining concession will be recognized.

In order to earn a 30% interest in the Don Roman project, Carnegie no later than:

December 6, 2011, must spend $2,000,000 in Start-Up Expenditures and achieve a Production Rate of at least 120 tonnes of iron ore throughput per day at the Don Roman Groupings, and

August 7, 2012, must spend an additional $6,000,000 on the Don Roman project and achieve a Production Rate of at least 360 tonnes of iron ore throughput per day.

If Carnegie is able to achieve the required Production Rates with an expenditure of less than $2,000,000 before December 6, 2011 or a cumulative $8,000,000 before August 7, 2012 (as the case may be) the amounts not spent by Carnegie, may, at Carnegie's option, be paid to the Company in cash or used to acquire additional mining concessions.

In order to earn a 50% interest in the Don Roman project, Carnegie, must by no later than August 7, 2013, spend at least an additional $5,000,000 on the Don Roman project and achieve and maintain a Production Rate of at least 600 tonnes of iron ore per day.

For purposes of the agreement between the Company and Carnegie, the term Production Rate means the tonnes which are being processed by the mill at the Don Roman site.

In Mexico, weight is denominated in tonnes.  One tone is equal to 2,200 pounds.

If Carnegie spends at least $2,000,000 in Start-Up Expenditures, Carnegie will be entitled to 50% of the net income from the Don Roman mine until Carnegie earns, or fails to earn, its 30% interest in the Don Roman project. If Carnegie fails to earn its 30% interest in the Don Roman project, Carnegie's rights to any income from the Don Roman mine will terminate. If Carnegie earns its 30% interest in the Don Roman project, Carnegie will continue to be entitled to a 50% interest in the net income from Don Roman mine until Carnegie earns, or fails to earn its 50% interest in the Don Roman project.  If Carnegie fails to earn its 50% interest in the Don Roman project, Carnegie will be entitled to a 30% interest in the net income from the Don Roman mine.  If Carnegie earns its 50% interest in the Don Roman project, Carnegie will continue to be entitled to a 50% interest in the net income from Don Roman mine.

Carnegie may earn a 50% interest in the Company's Iron Ore Properties in Mexico, by spending a minimum of  $1,000,000, of the Start-Up Expenditures toward a designated Iron Ore property by November 6, 2011. Any amounts spent by Carnegie on the designated Iron Ore Property will be credited toward the amount Carnegie is required to spend to obtain a 30% interest in the Don Roman project.  If Carnegie spends the $1,000,000, but does not elect to acquire a 50% in the Iron Ore Property, then the Company will issue to Carnegie 1,000,000 shares of the Company common stock.  As of November 6, 2011, Carnegie had not earned the 50% interest and was notified that its option on the Iron Ore properties had expired.

b. In November 2008, the Company acquired eight mining concessions known as "Centenario" from an independent third party. The properties approximate 5,400 hectares and were purchased for $1,894,050, including $247,050 in value added taxes.

In June 2009, the Company and the note holder modified the agreement to 1) revalue the entire Centenario concession to $2,000,000, 2) apply $127,000 toward the purchase price which had already been paid and recorded as a mining deposit, and 3) apply $197,956 toward the new price of the concession which was originally paid by another subsidiary of the Company's Parent.  These changes resulted in the following 1) additional debt of $28,044 plus related value added tax for these concessions, 2) the reduction of the amount of the mining deposit of $127,000, 3) the expense of $6,000 that AMM also paid but which was not included in the revaluation of the concession, and 4) the increase in Due to Related Party of $197,956 plus related value added tax. The effective amount financed in relation to this concession is $1,675,044 plus $251,257 of value added tax.

In March 2011, the Company and the note holder agreed to reduce the purchase price of the Centenario concession to $635,571. These changes resulted in the following: 1) decrease debt by $1,310,974; and 2) decrease recoverable value added taxes by $218,309. At March 31, 2011 the amended purchase price was paid in full.

In March 2011, the Company purchased technical data pertaining to Centenario from the former owner in consideration for 416,100 shares of the Company's common stock and $100,000 cash. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company's common stock.  The Company has accounted for the shares at their fair market value as follows:  416,100 shares of the Company's common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it's closing stock price. All stock was issued April 2011.

c. On March 2011, the Company executed an agreement to acquire six mining concessions known as "La Palma" from an independent third party. The properties approximate 2,104 hectares, and were purchased for a total of $92,800, including $12,800 in value added taxes. The Company paid $50,000 as a deposit for the concession mining deposit which was applied to the effective price of the property.  The remaining balance of $42,800 was paid during the second quarter of 2011.

In March 2011, the Company purchased technical data pertaining to the La Palma from the former owner for 460,000 shares of the Company's common stock. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company's common stock.  The Company has accounted for the shares at their fair market value as follows:  460,000 shares of the Company's common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it's closing stock price. All stock was issued April 2011.

La Palma is part of the "Don Roman Groupings".

d. On April 2011, the Company executed an agreement to acquire two mining concessions known as "La Verde" from an independent third party. The properties approximate 127 hectares, and were purchased for a total of $69,600, including $9,600 in value added taxes. The Company paid $30,000 as a deposit for the concession mining deposit which was applied to the effective price of the property and the remaining balance was paid during the second quarter of 2011.

In April 2011, the Company purchased technical data pertaining to the La Verde from the former owner for 370,000 shares of the Company's common stock. The parties agreed that the value of the stock for the technical data was $2.00 per share for the Company's common stock.  The Company has accounted for the shares at their fair market value as follows:  370,000 shares of the Company's common stock valued at $0.85.  All fair market values were determined based on contemporaneous stock issuances for cash or if the stock was quoted on an exchange, it's closing stock price. All stock was issued April 2011.

La Verde is part of the "Don Roman Groupings".

e. On May 2011, the Company executed an agreement to acquire three mining concessions knows as "Picacho Fractions I, II and III" from Tara Gold. The properties approximate 3,823 hectares, and the acquisition price of the properties was $190,000 including $26,207 in value added taxes. The full amount was financed with an interest rate of LIBOR plus 3.25%.

Picacho and the Picacho Fractions are known as the "Picacho Groupings".

f. On July 2011, the Company executed an agreement to acquire a mining concession known as "Las Viboras Dos" from an independent third party. The properties approximate 148 hectares, and the acquisition price of the properties was $195,390 plus value added taxes. The purchase price was financed and as of September 30, 2011 the balance due toward the purchase price was $209,487.

If the Company fails to fulfill its obligations, there is a $74,312 penalty, at September 30, 2011. The Company is reviewing the property for continued inclusion as part of the Company's mining property portfolio. Therefore the penalty was recorded as an accrued expense at September 30, 2011.

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Non-controlling Interest

9 Months Ended

Sep. 30, 2011

Non-controlling Interest [Abstract]

Non-controlling Interest [Text Block]

Note 11. Non-controlling Interest

On January 28, 2011, Adit, sold 500,000 units at a price of $1.00 per unit to Yamana Gold Inc.  Each unit consisted of one share of Adit's common stock and one half warrant. Each full warrant entitles Yamana to purchase one share of Adit's common stock at a price of $1.50 per share at any time on or before January 28, 2014.

In connection with the sale of the units, Adit also signed a letter of intent that grants Yamana an option to acquire up to a 70% interest in Adit's Picacho gold/silver project.  A definitive agreement is not yet completed. Upon completion of the definitive agreement, Adit will sell an additional 2,500,000 units to Yamana at a price of $1.00 per unit. The units will be identical to the units sold on January 28, 2011.  From the $3,000,000 received from Yamana, Adit will be required to spend $2,000,000 in exploration work on the Picacho project within 12 months of signing the definitive agreement.

Yamana can earn a 51% interest in the project by spending an additional $5,000,000 on the project within 30 months of the date of the definitive agreement and paying Adit an additional $1,000,000.  Yamana can increase its interest to 70% by spending an additional $9,000,000 on the project and paying Adit an additional $2,000,000.

	Non-controlling interest at September 30, 2011			Non-controlling interest at December 31, 2010
	(Unaudited)
Combined Adit / ACM:
Private placement	$	1,499,501		$	1,499,501
Common stock for cash		500,000			-
Finder's fees		95,215			95,215
Technical data for Picacho		240,000			240,000
Officer compensation		487,500			487,500
Officer options		134,978			134,978
Cumulative statement of operations pickup through December 31, 2010		(400,368	)		(400,368	)
Statement of operations pickup 2011		(6,540	)		-
AMM non-controlling interest		5			5
Total non-controlling interest	$	2,550,291		$	2,056,831

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash	$ 411,960	$ 157,579
Recoverable value added taxes, net of allowance for bad debt of $1,235,132 and $1,366,533 at September 30, 2011 and December 31, 2010, respectively	161,221	170,494
Other receivables, net of allowance for bad debt of $3,062 and $4,692 at September 30, 2011 and December 31, 2010, respectively	110,822	104,828
Prepaid Assets	133,000
Total current assets	817,003	432,901
Property, plant, equipment mine development and land, net of accumulated depreciation of $491,600 and $295,925 at September 30, 2011 and December 31, 2010, respectively	6,994,044	8,101,786
Mining deposits	201,102	53,368
Deferred tax	2,820,013	2,930,982
Goodwill	12,028	12,028
Other assets	165,112	157,870
Total assets	11,009,302	11,688,935
Current liabilities
Accounts payable and accrued expenses	1,017,660	680,221
Note payable, current portion	411,696	824,001
Notes payable related party	100,000	100,000
Due to related parties, net of due from of $79,077 and $69,143 at September 30, 2011 and December 31, 2010, respectively	2,552,645	3,465,232
Deferred revenue	100,000
Total current liabilities	4,182,001	5,069,454
Notes payable, non-current portion	80,620	1,068,350
Total liabilities	4,262,621	6,137,804
Commitments and contingencies
Iron Ore Properties financial instrument, net of $180,000 beneficial conversion feature	570,000
Stockholders' equity
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding 64,859,588 and 57,236,288 shares at September 30, 2011 and December 31, 2010, respectively	64,860	57,236
Additional paid-in capital	29,993,883	24,515,978
Common stock payable, net of stock receivable of $0 and $212,744 at September 30, 2011 and December 31, 2010, respectively	218,000	1,129,696
Other comprehensive loss	(208,419)	(246,253)
Accumulated deficit during exploration stage	(26,441,934)	(21,962,357)
Total Tara Minerals stockholders' equity	3,626,390	3,494,300
Non-controlling interest	2,550,291	2,056,831
Total equity	6,176,681	5,551,131
Total liabilities and stockholders' equity	$ 11,009,302	$ 11,688,935