See Accompanying Notes to these Condensed Consolidated Financial Statements.

4

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TARA GOLD RESOURCES CORP. AND SUBSIDIARIES

 (An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 (In thousands of U.S. Dollars, except per share amounts)

See Accompanying Notes to these Condensed Consolidated Financial Statements.

5

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TARA GOLD RESOURCES CORP. AND SUBSIDIARIES

 (An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 (In thousands of U.S. Dollars, except per share amounts)

	For the Six Months		From inception
	Ended June 30,		December 5, 2000
	2010	2009	to June 30, 2010
Cash flows from operating activities:
Net loss	$ (8,462)	$ (3,748)	$ (11,755)
Adjustments to reconcile net  loss to net cash used in   operating activities:
Depreciation and amortization	95	15	513
Allowance for doubtful accounts	45	16	415
Allowance for mining deposits deemed uncollectible	-	-	29
Common stock issued for services and other expenses	-	-	2,599
Stock based compensation and stock bonuses	-	-	126
Gain on deconsolidation of joint venture	-	-	(8,661)
Non-cash expense due to deconsolidation of joint venture	-	-	216
Gain on sale of joint venture interest	-	-	(2,862)
Gain on dissolution of joint venture	-	(250)	(8,688)
Loss on extinguishment of debt, net	-	1,097	746
Loss on disposed and discontinued operations	-	-	1,001
Deferred tax asset, net	-	-	(1,748)
Non-controlling interest in net (loss)	(3,192)	(188)	(4,686)
Amortization of beneficial conversion	32	-	393
Loss on the disposal of assets	-	-	218
Realized loss on marketable securities	-	1,681	4,604
Common stock of subsidiary issued for services	4,130	354	5,104
Subsidiaries’ stock based compensation and stock bonuses	3,642	-	4,936
Exploration expenses paid with stock of subsidiaries	1,224	-	1,224
Lawsuit settlement payable in stock	-	-	315
Cancellation of common stock for settlement (Tara Minerals)	-	-	(750)
Assets acquired from La Escuadra	-	-	(330)
Gain on acquisition of mining concession	-	-	(100)
Gain on sale of net cash flow interest	-	-	(197)
Changes in operating assets and liabilities:
Other receivables	(248)	(137)	(1,185)
Prepaid expenses	-	-	2
Other current assets	(44)	55	(103)
Accounts payable and accrued expenses	299	(551)	1,853
Deferred joint venture income	-	-	(33)
Net cash used in operating activities	(2,479)	(1,656)	(16,804)

6

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TARA GOLD RESOURCES CORP. AND SUBSIDIARIES

 (An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 (In thousands of U.S. Dollars, except per share amounts)

(CONTINUED)

	For the Six Months Ended		From inception
	June 30,		December 5, 2000
	2010	2009	to June 30, 2010
Cash flows from investing activities:
Proceeds from sales of oil & gas properties	-	-	6
Purchase of mining equipment and furniture and fixtures	(230)	(50)	(627)
Purchase of land and office building	-	-	(415)
Proceeds from the sale of marketable securities	-	4,948	6,682
Proceeds from the sale of assets	-	-	384
Purchase of mining concession	(25)	(38)	189
Deposits	-	-	(738)
Payment for construction in progress	-	(464)	(2,163)
Proceeds from note receivable payments	-	-	(7)
Payments provided for notes receivable	-	(553)	-
Proceeds from disposal of assets	-	-	347
Loans to unrelated third parties	-	-	(380)
Cash included in business acquisition	-	-	2
Business acquisition goodwill	-	(4)	(4)
Cash in discontinued operations	-	2	(3)
Net cash used by in investing activities	(255)	3,841	3,273
Cash flows from financing activities:
Proceeds from short term convertible debt	-	-	(22)
Payments toward short term convertible debt	-	-	72
Payments toward notes payable	(712)	(232)	(10,728)
Proceeds from notes payable, related party	50	-	50
Proceeds from notes payable	380	-	380
Change in due to/from related parties, net	472	(372)	869
Non-controlling interest in net assets of consolidated  subsidiaries	1,240	461	7,829
Payments from joint venture partners	-	-	9,920
Stock offering costs	-	-	(13)
Cash acquired in reverse acquisition	-	-	4
Common Stock issued for cash	-	-	5,753
Net cash used by financing activities	1,430	(143)	14,114
Effect of exchange rate changes on cash	(65)	130	(501)
Cash and cash equivalents:
Net increase for the period	(1,369)	2,172	82
Beginning of the period	1,451	264	-
End of period	$ 82	$ 2,436	$ 82

7

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TARA GOLD RESOURCES CORP. AND SUBSIDIARIES

 (An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 (In thousands of U.S. Dollars, except per share amounts)

(CONTINUED)

	For the Six Months Ended June 30,		From inception  (December 5,  2000)  to June 30,
	2010	2009	2010
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$ 25	$ 38	$ 838
Income taxes paid	$ -	$ -	$ 10
NON-CASH TRANSACTIONS
Conversion of debt to common stock	$ -	$ -	$ 782
Share receivable for debt	$ -	$ -	$ 27
Issuance of common stock for assets	$ -	$ -	$ 304
Issuance of common stock under share receivable for services	$ -	$ -	$ 35
Purchase of mining concession paid by debt and issuance          of stock and warrants	$ (3,324)	$ 3,414	$ 19,496
Beneficial conversion feature, convertible debt	$ -	$ -	$ 32
Beneficial conversion feature, convertible related party debt	$ -	$ -	$ 359
Recoverable value-added taxes	$ (509)	$ 683	$ 2,129
Purchase of La Escuadra with debt	$ -	$ -	$ 1,370
Receipt of stock for Joint Venture Payments and Fee Income	$ -	$ -	$ 2,301
Equipment financed through debt	$ 60	$ -	$ 227
Unrealized (gain)/loss in investments, available for sale	$ 53	$ 32	$ 10,701
Accrued and capitalized interest	$ 31	$ -	$ 312
Construction in progress reclassified to property, plant and      equipment.	$ 2,163	$ -	$ 2,163
Subsidiaries – Warrants with debt	$ 192	$ -	$ 192
Note receivable reclassified to Due from Related Party	$ -	$ 22	$ 22

See Accompanying Notes to these Condensed Consolidated Financial Statements.

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TARA GOLD RESOURCES CORP. AND SUBSIDIARIES

 (An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1.

          Nature of Business and Significant Accounting Policies

Basis of Presentation and Organization

The accompanying Condensed Consolidated Financial Statements of Tara Gold Resources Corp. (the “Company”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Significant accounting policies disclosed therein have not changed except as noted below.

 

The accompanying Condensed Consolidated Financial Statements and the related footnote information are unaudited.  In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets of the Company as of June 30, 2010 and December 31, 2009, the condensed consolidated results of its operations and cash flows for the three and six months ended June 30, 2010 and 2009. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.

 

The Company is engaged in the acquisition, exploration and development of mineral resource properties in United States of America and Mexico. The Company owns 100% of the common stock of Corporacion Amermin, S.A. de C.V. In May 2006, the Company established Tara Minerals Corp, which owns 99.9% of American Metal Mining (“AMM”). Tara Minerals organized Adit Resources (“Adit”) in June 2009 and owns 90% of the common stock as of June 30, 2010. Adit in turns owns 99.9% of American Copper Mining, S.A. de C.V. (“ACM”), which was established in December 2006; ACM operates in Mexico and was purchased in June 2009.  Corporacion Amermin and AMM are Mexican corporations. As of June 30, 2010 and December 31, 2009 the Company owned 75% and 80%, respectively, of the outstanding shares of Tara Minerals.

As used in these Notes to the Condensed Consolidated Financial Statements, the terms the “Company”, “we”, “us”, “our” and similar terms refer to Tara Gold Resources, Corp. and, unless the context indicates otherwise its consolidated subsidiaries. The Company’s subsidiaries include Corporacion Amermin, S.A. de C.V., which operates in México (“Amermin”) and Tara Minerals Corp.

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

The consolidated financial statements include the accounts of the Company, its subsidiaries and variable interest entities (“VIE”) over which control is achieved through means other than voting rights and we are considered the primary beneficiary.  The primary beneficiary of the VIE consolidates the entity if control is achieved through means other than voting rights such as certain capital structures and contractual relationships. All significant intercompany transactions and accounts have been eliminated in consolidation.  The consolidated financial statements of the Company have been prepared on the accrual basis of accounting and are in conformity with accounting principles generally accepted in the United States of America and prevailing industry practice. At June 30, 2010 the Company has no joint ventures or VIEs.

The reporting currency of the Company, Tara Minerals and Adit is the U.S. dollar. The functional currency of Amermin, 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 income (loss).

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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.

Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such.

Relevant exchange rates used in the preparation of the financial statements of the subsidiaries are as follows for the six months ended June 30, 2010 and 2009 (denoted in Mexican pesos per one U.S. dollar):

	2010
Current exchange rate at  June 30,	Ps. 12.8394
Weighted average exchange rate for the six months ended June 30,	Ps. 12.6732

	2009
Current exchange rate at  June 30,	Ps. 13.1812
Weighted average exchange rate for the six months ended June 30,	Ps. 13.8577

Allowance for doubtful accounts

Each period the Company analyzes its receivables for collectability.  When a receivable is determined to not be collectible the receivable is allowed for until there is assurance of its collection or that a write off is necessary.  At June 30, 2010 and December 31, 2009 the Company has allowed $418,440 and $374,116 relating to other receivables, since it was determined that the Mexican government may not allow the complete refund of value added taxes (“VAT”) previously paid by the Company

Mexican Income Tax Rates: Recoverable Value Added Taxes (IVA) and Income Tax (ISR)

Effective January 1, 2010 the Mexican government increased Impuesto al Valor Agregado taxes (IVA) from 15% to 16% and Impuesto Sobre la Renta (ISR) from 28% to 30%. These financial statements reflect these increases.  

Reclassification

Certain reclassifications reported in prior records, which have no effect on net loss, have been adjusted to conform to the current presentation.  Specifically, certain items in the Operating Activities section of the Statement of Cash Flows have been reclassified between categories in the inception to date column for clearer presentation.

Fair Value Accounting

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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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.

Cash Equivalents and Marketable Securities

The Company considers all highly-liquid investment instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company has no cash equivalents at June 30, 2010 and December 31, 2009.

All investments with stated maturities of greater than three months are classified as marketable securities.  The Company had $700,000 and $450,000 in marketable securities at June 30, 2010 and December 31, 2009, respectively.  These marketable securities had a cost basis of $646,875 and $450,000 as of June 30, 2010 and December 31, 2009, respectively. In accordance with the Comprehensive Income topic of the FASB ASC, the Company has accounted for unrealized gain (loss) as a component of other comprehensive income. An unrealized gain of $53,125 and $617,772 was recorded in other comprehensive income for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively.

Concentrations

The Company maintains cash balances at highly-rated financial institutions in the United States.  Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.  The Company had zero bank accounts and three bank accounts in excess of $250,000, as of June 30, 2010 and December 31, 2009, respectively.  The Company has not experienced any losses in these accounts.

Recent Accounting Pronouncements

Adopted

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. The guidance became effective for the Company beginning January 1, 2010. The adoption of this guidance does not have a material impact on the Company's consolidated financial statements.

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements for the period ended March 31, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

Issued

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuances, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

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Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not have, or are not believed by management will have, a material impact on the Company’s present or future consolidated financial statements.

Note 2.

  Property, plant, equipment, mine development and land

a.

Mining Concessions

Mining concessions as of June 30, 2010 are as follows:

i)

In March 2006, the Company acquired the rights to 23 concessions, known as “Las Minitas”.  The effective purchase price of the properties is $2,663,913.

As of June 30, 2010, the resulting debt payment schedule, including applicable value added tax, is as follow:

2010	$ 22,500
2012	1,923,823
	$ 1,946,323

In accordance with the Interest Expense topic of FASB ASC, the future payments of the total payment amount of $2,150,000 have been discounted using the incremental borrowing rate of 3.56%. As of June 30, 2010, the present value of future payments on the Las Minitas contract is as follows:

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In addition to the $2,150,000 above, the Company capitalized $173,913 in payments made toward the original agreement.  Pursuant to the agreement signed in April 2007 this payment could not be applicable to the purchase price.  Accordingly, the effective purchase price of the properties is $2,663,913.

No payments were made after February 2008 and as of December 30, 2010, the Company is actively working with the note holder to renegotiate the agreement.  

Due to the purchase of Amermin 3% non-controlling interest in 2007, the valuation of the mining concession increased by $103,490.

ii)

In January 2007, the Company acquired the rights to the six concessions, known as “Picacho”. Due to economic circumstances relating to the current recession, the Company failed to make a payment due in November 2008 and the concession was returned to the third party note holder on June 16, 2009.

In July 2009 Tara Minerals agreed to acquire the Picacho claims from a third party, which then included the Dos Amigos and Unification Rey de Oro concessions, for $4,800,000, plus value-added tax of $720,000.  Tara Minerals paid $575,000 of the purchase price in June 2009.  The $575,000 paid in June 2009 was borrowed from the Company by Tara Minerals.  

In July 2009 Tara Minerals transferred the Picacho prospect to Adit.  In connection with the transfer of the prospect, Adit issued Tara Minerals a promissory note in the principal amount of $650,000 to compensate Tara Minerals for its down payment toward the purchase price of the property and to reimburse Tara Minerals for other amounts advanced on behalf of Adit.  The note is unsecured, bears interest at 3.25% per year, and is due and payable on June 30, 2011.  In December 2009 Adit paid an installment of $278,500 (which included applicable value added taxes) toward the purchase.

In March 2010, Adit, on behalf of ACM, and the note holder agreed to reduce the purchase of the Picacho concession to $1,250,000. Under the revised agreement, Adit paid the vendor $500,000 in cash (plus applicable taxes) as final consideration for the mining concession. These changes resulted in the following: 1) decrease debt by $3,324,485; and 2) decrease recoverable value-added taxes by $508,814. At June 30, 2010 the amended purchase price had been paid in full.

In March 2010, Adit purchased technical data pertaining to the Picacho Prospect from the prospect’s former owner in consideration for the issuance to the former owner of 437,500 shares of Tara Minerals’ common stock and 320,000 shares of Adit’s common stock. The technical data includes engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information pertaining to the Picacho Prospect. As of March 31, 2010 the Picacho Prospect did not have any proven reserves.  As such, the information purchased was considered research and development pertaining to a developing mine and in accordance with the ASC Research and Development (R&D) Topic - R&D is expensed when incurred. The parties agreed that the value of the stock for the technical data was $2.25 per share for Adit stock and $4.00 per share for the Tara Minerals’ common stock.  Tara Minerals has accounted for the shares at their fair market value as follows:  320,000 shares of Adit’s common stock were valued at $0.75 per share, and 437,500 shares of Tara Minerals’ common stock were valued at $2.25 per share.  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 2010.

iii)

In November 2008, Tara Minerals acquired eight mining concessions, known as “Centenario”. The acquisition price of the property, as amended, was $1,675,044, plus $266,001 of value added tax.  

The resulting debt payments schedule, including applicable value added tax, is as follow:

2010	$ 251,874
2011	551,673
2012	698,474
	$ 1,502,021

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In accordance with the Interest Expense topic of FASB ASC, the future payments of the total payment amount of $1,675,044 have been discounted using the incremental borrowing rate of 2.97%. As of June 30, 2010, the present value of future payments on the Centenario contract is as follows:

iv)

In March 2008, Pershimco Resources transferred the mineral claims and obligations linked to Mariana and Mezquite prospect to Tara Gold. The obligations linked to Mariana and Mezquite are the remaining debt payments of $190,000, which includes value added taxes of $25,907 owed to a third party.

The remaining debt payment schedule, including applicable value added tax, is as follow:

2010	$ 28,452
2011	117,458
	$ 145,910

In accordance with the Interest Expense topic of FASB, the future payments of the total payment amount of $190,000 have been discounted using the incremental borrowing rate of 2.97%. As of June 30, 2010, the present value of future payments on the Mariana and Mezquite contract is as follows:

Due to the purchase of Amermin 3% non-controlling interest in 2007, the valuation of the mining concession increased by $7,358.

As of December 30, 2010 the Company was in negotiations to amend to its agreements with all vendors relating to Mariana and Mesquite Prospect.

v)

In June 2009, Tara Minerals acquired the rights to three mining concessions, known as “Pirita”. The properties were purchased for $50,000 cash, $230,000 financed, including $30,000 in value added taxes.

The resulting debt payment schedule, including applicable value added tax, is as follow:

2010	$	84,477
2011		85,978
	$	170,455

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In accordance with the Interest Expense topic of FASB ASC, the future payments of the total payment amount of $200,000 have been discounted using the incremental borrowing rate of 2.76%. As of June 30, 2010, the present value of future payments on the Pirita contract is as follows:

b) Other Fixed Assets

For the six months ended June 30, 2010, Tara Minerals and it subsidiaries purchased equipment and other fixed assets in the normal course of business and finished the construction of the plant at the Don Roman mine.

Note 3.

Notes Payable

During the six months ended June 30, 2010 various non-related parties loaned Tara Minerals a total of  $380,000. The notes bear interest at 10% per year, and are due and payable six months after the promissory note date. In December 2010, the Company elected to extend the notes to June 15, 2011.  The interest will increase to 12% from and after December 15, 2010. As further consideration for extending credit to Tara Minerals, each note holder received a warrant that entitles them to purchase 380,000 shares of Tara Minerals’ restricted common stock at a price of $1.20 per share. The warrant may be exercised at any time on or prior to June 15, 2013. As of June 30, 2010 the debt discount associated with the notes is $134,377 (see Note 7).

Note 4.

Balances and transactions with related parties

Balances with related parties are as follows:

As of June 30, 2010 the Company loaned Tara Minerals $1,497,500.  There are no terms to this intercompany payable and it is due on demand of the parent. This is an intercompany transaction that eliminates during the consolidation of these financial statements.

In March 2010, Adit acquired Technical Data pertaining to the Picacho Prospect, mentioned in Note 2 (ii) above. Adit paid for the Tara Minerals shares used in the acquisition by means of a note in the principal amount of $1,750,000.  The note bears interest at 6% per year and is due and payable on March 31, 2012. At any time after July 1, 2010 Tara Minerals may convert the outstanding principal, plus accrued interest, into shares of Adit’s common stock.  Tara Minerals will receive one share of Adit’s common stock for each $1.00 of principal and interest converted. This is an intercompany transaction that eliminates during the consolidation of these financial statements.

During the six months ended June 30, 2010 an officer of Tara Minerals loaned the Company $50,000. The note bears interest at 10% per year, and is due and payable on December 15, 2010. In December 2010, the company elected to extend this note to June 25, 2011.  The interest will increase to 12% beginning December 15, 2010. As further consideration for extending credit to Tara Minerals, the officer received a warrant that entitles him to purchase 50,000 shares of Tara Minerals’ restricted common stock at a price of $1.20 per share. The warrant may be exercised at any time on or prior to June 15, 2013. As of June 30, 2010 the debt discount associated with the notes is $25,244 (see Note 7).

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount.

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Note 5.

Stockholders’ Equity

The authorized common stock of the Company consists of 150,000,000 shares of common shares with par value of $0.001.

For the six months ended June 30, 2010, the Company did not issued shares of common stock.

Net loss per common share

Net loss per share is calculated in accordance with the Earnings Per Share Topic of FASB ASC.  The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised, such as options, warrants and convertible debt.

At June 30, 2010, the Company had a net loss resulting in no dilution of any common stock equivalents.

Note 6.

Non-controlling Interest

During the six months ended June 30, 2010 Tara Minerals issued the following to third parties resulting in an increase in non-controlling interest of the Company:

·

100,000 shares for officer bonuses valued at $157,000;

·

1,432,944 shares issued for investor relations and other services valued at $3,048,860; and

·

1,559,445 shares issued for cash and with warrants attached valued at $1,919,543 (inclusive of 131,053 shares for $262,106 in association with the March 2010 Private Placement).

·

437,500 shares valued at $984,375 for exploration expenses, Technical Data relating to Picacho.

During the six months ended June 30, 2010 Adit issued the following to third parties resulting in an increase in non-controlling interest of the Company:

·

347,309 shares for cash $260,482

·

320,000 shares valued at $240,000 for exploration expenses, Technical Data relating to Picacho.

Adit’s stock payable at June 30, 2010 increased by:

·

Engaged services for $21,083 which increased subscribed stock for 28,110 shares.

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Note 7.

Options and Warrants

On February 1, 2007, Tara Minerals adopted the following stock option plans:

·

Incentive Stock Option Plan (for up to 1,000,000 shares)

·

Nonqualified Stock Option Plan (for up to 3,000,000 shares, as amended)

·

Stock Bonus Plan (for up to 750,000 shares)

In July 2008, Tara Minerals filed a registration statement on Form S-8 to register the shares issuable upon the exercise of Incentive Stock and Nonqualified Stock Option as well as any shares that may be issued pursuant to the Stock Bonus Plan.

In February 2007, Tara Minerals granted 1,000,000 options under its Nonqualified Stock Option Plan for 1,000,000 shares of common stock with an exercise price of $0.05 to two of Tara Minerals’ officers for compensation which originally expired February 1, 2010.  In January 2010, the expiration date of these options was extended to February 2012.  In the first quarter of 2010, the Company recognized an additional $889,031 in stock compensation associated with the extension of the expiration date.

In January 2010, Tara Minerals granted 750,000 options under it Incentive Stock Option Plan for 750,000 shares of common stock with an exercise price of $1.57 to two of Tara Minerals’ officers for compensation.  These options vest at various times until January 2017 and begin expiring at various times beginning January 2015.  The vested amount of these options was valued at $182,735.

In January 2010, Tara Minerals granted 1,250,000 options under it Nonqualified Stock Option Plan for 1,250,000 shares of common stock with an exercise price of $0.05 to three of Tara Minerals’ officers for compensation.  These options vested immediately and expire January 2015.  These options were valued at $2,334,201.

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In 2010, Tara Minerals granted 1,000,000 options for 1,000,000 shares of common stock for investor relations services with an exercise price of $2.15 a share, vesting throughout 2010 with a total value of $2,684,028. During the second quarter of 2010, the number of options granted was reduced to 500,000 with no incremental compensation cost.

Warrants issued in relation to investment relation agreements vest at various rates starting in the second quarter of 2010.

Warrants issued in relation to debt may be exercised at any time on or prior to June 15, 2013.

The fair value of each option/warrant 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 Tara Minerals’ traded common stock. The expected term of options granted is estimated at half of the contractual term as noted in the individual option/warrant agreements and represents the period of time that management anticipates option/warrants 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.

	2010
Expected volatility	208.37% - 208.85%
Weighted-average volatility	208.64%
Expected dividends	0
Expected term (in years)	0.75 – 3
Risk-free rate	0.3% - 1.57%

A summary of option activity under the Plan as of June 30, 2010, and changes during the period then ended is presented below:

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A summary of warrant activity as of June 30, 2010, and changes during the period then ended is presented below:

Note 8.

Fair Value

The Company's financial assets and liabilities, measured at fair value by level within the fair value hierarchy, are shown below. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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Note 9.

Subsequent Events

a.

Subsequent to June 30, 2010, Tara Minerals had the following stock transactions:

·

issued 1,218,200 shares of common stock for $775,000 in cash and

·

issued 101,120 shares of common stock for services rendered, valued at $140,710.

b.

Subsequent to June 30, 2010, Adit had the following stock transactions:

·

subscribed 6,750 shares of common stock for services rendered, valued at $5,063.

c.

In July 2010, AMM entered into a joint venture agreement with third parties (“the Associates”); where the Associates will contribute 100% of the mining rights of the concession, “Mina Godinez”, and give AMM exclusive rights to manage, operate, explore and exploit the mining lot. The Associates will maintain title of the property; AMM will incur all the costs of constructions, buildings, access roads, any necessary improvements, the adequate machinery and equipment for the development of the mine and it will be its obligation to pay any fees or taxes derived from the concession. Any machinery or equipment used for the development of the mine will remain the exclusive property of AMM. Once production starts, AMM will receive 60% of the earnings and profits until is fully reimbursed for the costs; after that and once the mine is self-sufficient AMM will get 40% of the earnings and profits. AMM, also have the 1st right to purchase the property if deemed profitable enough. The duration of this agreement is subject to a 10 years term.

d.

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. For financial reporting purposes, the options were valued at $145,412.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

During the six months ended June 30, 2010, Tara Gold’s operations used approximately $2,480,000 in cash.  During this same period Tara Gold paid approximately the following for investing and financing activities as reported on the statement of cash flows:

·

$230,000 for mining equipment, furniture and fixtures,

·

$25,000 toward the purchase price of mining concessions,

·

$712,000 toward notes payable,

·

$430,000 proceeds from notes payable, and

·

$1,240,000 in the sale of subsidiary stock (for non-controlling interest).

During the six months ended June 30, 2009, Tara Gold’s operations used approximately $1,656,000 in cash.  During this same period Tara Gold paid approximately the following for investing and financing activities as reported on the statement of cash flows:

·

$50,000 for mining equipment, furniture and fixtures,

·

4,948,000 from the sale of investments,

·

$38,000 toward the purchase price of mining concessions,

·

$464,000 toward construction in progress,

·

$553,000 payment provided for notes receivable,

·

$232,000 toward notes payable and

·

$461,000 in the sale of subsidiary stock (for non-controlling interest).

Tara Gold satisfied its cash requirements for the six months ended June 30, 2010 and 2009 with cash on hand at the beginning of these periods.

Tara Gold anticipates that its capital requirements for the twelve months ending December 31, 2011 will be:

Property payments and taxes – Pirita property		170,455
Exploration and Development – Don Roman Groupings		1,000,000
Exploration and Development -  Picacho Prospect		500,000
Exploration and Development – Centenario		300,000
Property payments and taxes – Centenario		803,547
Property payments and taxes – Mariana and Mezquite		144,989
Property payments and taxes – Las Minitas		147,871
Exploration and Development – Godinez Joint Venture		200,000
General and administrative expenses		500,000
Total		$ 3,766,862

In the third quarter of 2010, the Company continued extracting Lead, Zinc, and Silver ore from its mine and stockpiling it for future processing at its processing plant. We are anticipating the results from the metallurgical testing early in January, which is currently being performed on mined material from El Sapo and other recently discovered structures at Don Roman, with the objective of improving recovery rates at the mill. Management has spent the last couple of months reviewing proposals from turn-key contract operators to run the Don Roman plant, at expanded capacity and improved recovery rates and believes we have found a preferred experienced team. At the same time, we have also been entertaining interest from potential Joint Venture Partners, who also have operational expertise. Site visits have taken place and others are being scheduled, along with other due diligence

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procedures. The company continues to maintain a very positive outlook for Don Roman and the surrounding properties and management is committed to resolve all operational issues in an expeditious manner. The Company believes that it is making steady progress towards consistent quality production of marketable concentrates and that both cash on hand and revenue from mining activities will satisfy its working capital needs for 2010.

The Company’s future plans will be dependent upon the amount of capital available to it and the amount of cash provided by its operations.

Tara Gold does not anticipate that it will need to hire any additional employees prior to May 31, 2011.

Tara Gold does not have any commitments or arrangements from any person to provide Tara Gold with any additional capital.  If additional financing is not available when needed, Tara Gold may not continue to operate in its present mode, may need to cease operations or may not be able to maintain its required SEC filings.  

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

ITEM 4T.   CONTROLS AND PROCEDURES

Francis R. Biscan, Jr., the Company’s President and Chief Executive Officer, and David A. Bizzaro, the Company’s Principal Financial Officer, 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 were ineffective.  

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.

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PART II

OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

On September 13, 2010, Tara Gold announced that it had entered into a tentative agreement with Tara Minerals which provided Tara Minerals would acquire all of the outstanding shares of Tara Gold by exchanging one share of Tara Mineral’s common stock for two Tara Gold shares.  

On September 20, 2010 Chris Columbo filed a lawsuit in the District Court for Carson City Nevada, against Tara Gold, Tara Gold’s officers and directors and Tara Minerals. The essence of the lawsuit was to obtain the fairest price for Tara Gold, whether from Tara Minerals or a third party.  On October 25, 2010 Mr. Columbo voluntarily dismissed his lawsuit against Tara Gold and other defendants.

On October 22, 2010 Patricia J. Root filed a lawsuit in the Circuit Court for Dupage County, Illinois, against, Tara Gold, Tara Gold’s directors and Tara Minerals.  The essence of the lawsuit is to prevent Tara Mineral’s proposed acquisition of Tara Gold.

Tara Gold believes the lawsuit filed by Ms. Root is premature since, as noted in the September 13, 2010 press release, the transaction is tentative and is subject to the approval of the shareholders of Tara Gold who are not officers or directors of Tara Gold.  No binding agreement between Tara Gold and Tara Minerals has been signed.  

On May 6, 2010, the Securities and Exchange Commission temporarily suspended trading in Tara Gold’s securities due to the failure of Tara Gold to file its 10-Q and 10-K reports pursuant to Section 13 of the Securities and Exchange Act of 1934.

On the same day the Commission issued an Order Instituting Proceedings whereby the Commission sought to revoke Tara Gold’s registration of its common stock pursuant to Section 12(j) of the Exchange Act.

On September 7, 2010 an administrative law judge issued an Initial Decision revoking Tara Gold’s registration of its common stock.   On September 24, 2010 Tara Gold filed a Petition to Review the decision of the administrative law judge. On September 30, 2010 the Commission granted Tara Gold’s Petition for Review.  On November 1, 2010 Tara Gold filed a brief in support of its petition with the Commission.   As all briefs and replies were filed on December 15, 2010. The Commission will now decide if Tara Gold’s registration pursuant to Section 12(j) of the Exchange Act should be revoked.

Other than the foregoing, Tara Gold is not involved in any legal proceedings and Tara Gold does not know of any legal proceedings which are threatened or contemplated

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

Not applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     [REMOVED AND RESERVED]

None.

ITEM 5.     OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

(1)

Filed with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TARA GOLD RESOURCES CORP.

Dated: December 30, 2010

By: __/s/ Francis Richard Biscan, Jr._____

Francis R. Biscan, Jr., President and

Chief Executive Officer

Dated: December 30, 2010

By: __/s/ David Bizzaro  ___________

 

David Bizzaro

Principal Financial and Accounting Officer

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