10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2014

[ ] 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 000-53462

TIERRA GRANDE RESOURCES INC.
(Exact name of registrant as specified in its charter)

Nevada	98-054-3851
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

33 Richardson Street, Level 1
West Perth, Western Australia 6005
Australia
(Address of principal executive offices)

+61 8 9384 6835
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] 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 (of for such shorter period that the registrant was required to submit and post such files). Yes [ x ] 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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [ x ]

As of January 19, 2015, the registrant’s outstanding common stock consisted of 107,019,712 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS.	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4. CONTROL AND PROCEDURES.	13
PART II – OTHER INFORMATION	14
ITEM 1. LEGAL PROCEEDINGS	14
ITEM 1A. RISK FACTORS	14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.	14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	15
ITEM 4. MINE SAFETY DISCLOSURES.	15
ITEM 5. OTHER INFORMATION.	15
ITEM 6. EXHIBITS.	15

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Tierra Grande Resources Inc.
November 30, 2014

Index

Consolidated Balance Sheets (Unaudited)	4
Consolidated Statements of Expenses (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated (Unaudited) Financial Statements	7

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Tierra Grande Resources Inc.

Consolidated Balance Sheets

(Unaudited)

		November 30,			May 31,
		2014			2014
ASSETS
Current Assets
Cash	$	5,667		$	33,106
Subscription receivable		–			50,000
Total Assets	$	5,667		$	83,106
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,267		$	27,997
Total Liabilities		8,267			27,997
Stockholders’ (Deficit) Equity
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value,    None issued and outstanding		–			–
Common Stock, 750,000,000 shares authorized, $0.0001 par value    107,019,712 shares and 100,769,712 shares issued and outstanding,    respectively		10,702			10,077
Additional Paid-in Capital		9,315,328			9,270,028
Deficit		(9,328,630	)		(9,224,996	)
Total Stockholders’ (Deficit) Equity		(2,600	)		55,109
Total Liabilities and Stockholders’ (Deficit) Equity	$	5,667		$	83,106

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Tierra Grande Resources Inc.

Consolidated Statements of Expenses

(Unaudited)

		For the			For the			For the			For the
		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		November 30,			November 30,			November 30,			November 30,
		2014			2013			2014			2013
Expenses
General and administrative	$	10,235		$	10,826		$	46,354		$	31,449
Exploration mineral property costs		–			65,009			–			65,009
Professional fees		18,128			18,416			57,280			23,852
Total Expenses		28,363			94,251			103,634			120,310
Net Loss	$	(28,363	)	$	(94,251	)	$	(103,634	)	$	(120,310	)
Net Loss Per Share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding		107,019,712			88,572,000			103,921,000			83,644,000

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Tierra Grande Resources Inc.

Consolidated Statements of Cash Flows

(Unaudited)

		For the			For the
		Six Months			Six Months
		Ended			Ended
		November 30,			November 30,
		2014			2013
Operating Activities
Net loss	$	(103,634	)	$	(120,310	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		–			478
Shares issued for services		25,925			–
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		(19,730	)		72,327
Prepaid expenses and other current assets		–			(300	)
Net Cash Used in Operating Activities		(97,439	)		(47,805	)
Financing Activities
Proceeds from the issuance of common stock		70,000			140,000
Net Cash Provided by Financing Activities		70,000			140,000
(Decrease) Increase In Cash		(27,439	)		92,195
Cash - Beginning of Period		33,106			39,983
Cash – End of Period	$	5,667		$	132,178
Supplemental Disclosures:
Interest paid	$	–		$	–
Income tax paid	$	–		$	–

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Tierra Grande Resources Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

1.	Nature of Operations and Continuance of Business
	The Company was incorporated in the State of Nevada on April 4, 2006. The Company’s principal business is the acquisition and exploration of mineral properties. Effective April 10, 2013, the Company changed its name from Buckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources, S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for $10.
2.	Going Concern
	These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has not paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2014, the Company has working capital deficit of $2,600 and an accumulated deficit of $9,328,630. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
	As at November 30, 2014, the Company had $5,667 cash in the bank. The Company requires a minimum of $200,000 to proceed with their plan of operations over the next twelve months. If they achieve less than the full amount of financing that they require they will scale back planned exploration activities and day to day operations in order to reduce exploration expenses and general and administrative expenses to a level appropriate to the financial resources available. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected operating expenses for the next twelve months.
3.	Interim Financial Statements
	The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May 31, 2014, included in the Company’s Annual Report on Form 10-K filed on September 15, 2014 with the SEC.
	The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at November 30, 2014, and the results of its operations and cash flows for the three months and six months ended November 30, 2014 and 2013. The results of operations for the three months and six months ended November 30, 2014, are not necessarily indicative of the results to be expected for future quarters or the full year.
	The accompanying unaudited interim consolidated financial statements include the accounts of Tierra Grande Resources Inc. and its wholly owned subsidiaries 0887717 B.C. Ltd. and Tierra Grande Resources, S.A.C. All significant intercompany balances and transactions have been eliminated in the consolidation.
4.	Related Party Transactions and Balances
	On August 31, 2014, the Company issued an aggregate of 4,250,000 shares of common stock with a fair value of $25,925 to certain directors, officers and employees for agreeing to act as directors, officers or employees of the Company.

7

Tierra Grande Resources Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

5.	Common Stock
	Common stock issued during the six months ended November 30, 2014:
	a)	On August 27, 2014, the Company issued 2,000,000 shares of common stock at $0.01 per share for proceeds of $20,000 under a private placement.
	b)	On August 31, 2014, the Company issued an aggregate of 4,250,000 shares of common stock with a fair value of $25,925 to certain directors, officers and employees for agreeing to act as directors, officers or employees of the Company.
	c)	During the six months ended November 30, 2014, the Company received $50,000 for the subscription receivable for previously issued shares.

6.	Subsequent Event
	On December 29, 2014, the directors of the Company authorized an increase in the Company’s authorized capital stock from 500,000,000 shares of common stock to 750,000,000 shares of common stock.

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

Cautionary Statement Regarding Forward-Looking Information

The statements in this quarterly report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

As used in this quarterly report, the terms "we", "us", "our" and the “Company” mean Tierra Grande Resources Inc. and its subsidiaries, unless the context requires otherwise.

All dollar amounts in this quarterly report refer to US dollars unless otherwise indicated.

Overview

We were incorporated as a Nevada company on April 4, 2006. We have been engaged in the acquisition and exploration of mineral properties since our inception. We have not generated any revenues and have incurred losses since inception.

Our strategy is to identify, acquire and advance assets that present near term cash-flow with the emphasis on creating early cash flow to enable our company to consider other projects.

In July 2013, we entered into a Letter of Intent to acquire the Buldibuyo Gold Project in Peru, South America. We subsequently entered into an updated Letter of Intent to acquire the project in May 2014. It was our intention to acquire 100% of the gold project, which has produced high grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite the execution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential information to us required to conduct a thorough technical and legal due diligence on the project and associated holding companies and, accordingly, we terminated negotiations to acquire the project in July 2014.

9

We continue reviewing what we believe to be opportunities with potential in Peru through our strategic alliance with ExploAndes S.A.C. (“ExploAndes”). ExploAndes is a leading firm of geology consultants and project logistics managers located in Peru assisting in the identification, assessment and advancement of projects in South America. ExploAndes has a proven track record of delivering professional services to the South American mining industry from mineral project review and assessment to project management.

We expect our strategic alliance with ExploAndes to lead to potential opportunities in South America in line with our strategy. In that regard, in February 2013, we acquired all of the outstanding shares of Tierra Grande Resources S.A.C., a Peruvian company, through which we plan to conduct operations in South America.

We have also entered a strategic alliance with Mining Plus Pty Ltd (“Mining Plus”), a leading firm of mining and geoscience consultants with offices in Australia, Canada and Peru, to assist in the identification, assessment and advancement of projects. We expect the alliance with Mining Plus to lead to other potential opportunities in line with our strategy, particularly in Australia. Via the strategic alliance with Mining Plus, we have ready access to over 50 seasoned mining industry professionals to assist in the potential advancement of projects.

Given our current financial condition and our focus in Peru and Australia, our interests in the Dome, Byng and Tramp claims in Canada have not been renewed. We may also pursue other alternatives such as the sale of our company by way of a merger or otherwise if a financially viable opportunity becomes available.

See our Annual Report on Form 10-K for the year ended May 31, 2014 for more information regarding our business.

Our plan of operations for the next 12 months is to seek out, acquire, explore and potentially advance one or more projects with an emphasis on creating early cash flow for our business, whether by way of acquisition of full ownership, joint venture or other acceptable structure. In the event we consider a project worth pursuing, we expect we will require approximately $200,000 to conduct due diligence on the project and additional funds in the event we proceed with its acquisition. We may also pursue other alternatives such as the sale of our company by way of a merger or otherwise if a financially viable opportunity becomes available and may require additional funds to pursue such an opportunity.

As at November 30, 2014, we had cash of $5,667 and a working capital deficit of $2,600 and will require significant financing to pursue our plans. There can be no assurance that we will obtain the required financing, on terms acceptable to us or at all. An investment in our securities involves significant risks, our business may fail and you could lose your entire investment.

10

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the three and six months ended November 30, 2014 should be read in conjunction with our unaudited interim consolidated financial statements and related notes included in this report, as well as our most recent annual report on Form 10-K for the year ended May 31, 2014 filed with the SEC.

Three Months Ended November 30, 2014 Compared to Three Months Ended November 30, 2013

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to November 30, 2014. As of November 30, 2014, we had an accumulated deficit of $9,328,630. We anticipate that we will not earn any revenues during the current fiscal year.

Expenses

Our total expenses decreased to $28,363 for the three months ended November 30, 2014 from $94,251 for the three months ended November 30, 2013 due to an overall decrease in our operations. We incurred $65,009 in mineral property costs relating to the Buldibuyo Gold Project in Peru in the three months ended November 30, 2013, compared to $0 in the comparative period in 2014 as we terminated negotiations to acquire the project in July 2014. General and administrative expenses were $10,235 in the three months ended November 30, 2014 compared to $10,826 in the three months ended November 30, 2013, and professional fees were $18,128 in the three months ended November 30, 2014 compared to $18,416 in the three months ended November 30, 2013.

Net Loss

For the three months ended November 30, 2014, we recognized a net loss of $28,363, compared to $94,251 for the three months ended November 30, 2013.

Six Months Ended November 30, 2014 Compared to Six Months Ended November 30, 2013

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to November 30, 2014. As of November 30, 2014, we had an accumulated deficit of $9,328,630. We anticipate that we will not earn any revenues during the current fiscal year.

11

Expenses

Our total expenses decreased to $103,634 for the six months ended November 30, 2014 from $120,310 for the six months ended November 30, 2013 due to an overall decrease in our operations. We incurred $65,009 in mineral property costs relating to the Buldibuyo Gold Project in Peru in the six months ended November 30, 2013, compared to $0 in the comparative period in 2014 as we terminated negotiations to acquire the project in July 2014. General and administrative expenses were $46,354 in the six months ended November 30, 2014 compared to $31,449 in the six months ended November 30, 2013, and professional fees were $57,280 in the six months ended November 30, 2014 compared to $23,852 in the six months ended November 30, 2013, as a result of the review of the Buldibuyo Gold Project.

Net Loss

For the six months ended November 30, 2014, we recognized a net loss of $103,634, compared to $120,310 for the six months ended November 30, 2013.

Liquidity and Capital Resources

As of November 30, 2014, we had cash of $5,667, a working capital deficit of $2,600, total assets of $5,667, total liabilities of $8,267 and an accumulated deficit of $9,328,630.

Financing Activities

We have funded our operations primarily by a combination of private placements, advances from related parties and loans. During the six months ended November 30, 2014, financing activities provided cash of $70,000, compared to $140,000 in the six months ended November 30, 2013, from the sale of our common stock.

Operating Activities

Operating activities used cash of $97,439 for the six months ended November 30, 2014, compared to $47,805 for the six months ended November 30, 2013. A decrease in accounts payable and accrued liabilities used cash of $19,730 in the six months ended November 30, 2014, compared to an increase in same providing cash of $72,327 in the prior period.

Investing Activities

Investing activities did not use any cash in the six months ended November 30, 2014 or 2013.

We expect that our total expenses will increase over the next year as we increase our business operations. We do not anticipate generating any revenues over the next year. Our plan of operations for the next 12 months is to seek out, acquire, explore and potentially advance one or more projects with an emphasis on creating early cash flow for our business, whether by way of acquisition of full ownership, joint venture or other acceptable structure. In the event we consider a project worth pursuing, we expect we will require approximately $200,000 to conduct due diligence on the project and additional funds in the event we proceed with its acquisition. We may also pursue other alternatives such as the sale of our company by way of a merger or otherwise if a financially viable opportunity becomes available and may require additional funds to pursue such an opportunity.

12

As at November 30, 2014, we had cash of $5,667 and a working capital deficit of $2,600 and will require significant financing to pursue our plans. There can be no assurance that we will obtain the required financing, on terms acceptable to us or at all. An investment in our securities involves significant risks, our business may fail and you could lose your entire investment.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Going Concern

Our consolidated financial statements for the period ended November 30, 2014 have been prepared on a going concern basis and Note 2 to the statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our common stock and loans from related and other parties to fund our operations. We do not anticipate generating any revenues in the foreseeable future, and if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROL AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report, an evaluation was carried out by our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of November 30, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

13

Based on that evaluation, and the material weaknesses outlined below, our principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosures.

A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on the assessment of the effectiveness of disclosure controls and procedures as of November 30, 2014, the following deficiencies were identified:

1.	Lack of proper segregation of duties due to limited personnel.
2.	Lack of a formal review process that includes multiple levels of review.
3.	Lack of adequate policies and procedures for accounting for financial transactions.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s disclosure controls or internal controls.

Changes in Internal Control

During the quarter ended November 30, 2014, there were no other changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any pending material legal proceedings and are not aware of any material legal proceedings threatened against us or of which our property is the subject. None of our directors, officers or affiliates: (i) are a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.

ITEM 1A. RISK FACTORS.

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit	Exhibit
Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

15

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.

	Tierra Grande Resources Inc.
	/s/ Andrew Gasmier
Date: January 19, 2015	Andrew Gasmier
	President

16

EX-31.1

Exhibit 31.1

Certification Of The Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew Gasmier, certify that:

1	I have reviewed this Quarterly Report on Form 10-Q of Tierra Grande Resources Inc.
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, not misleading with respect to the period covered by this 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	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-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 made 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 provide 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 period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

5. I have disclosed, based on my 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.

By: /s/ Andrew Gasmier                                
       Andrew Gasmier
       Chief Executive Officer

January 19, 2015

EX-31.2

Exhibit 31.2

Certification Of The Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew Gasmier, certify that:

1	I have reviewed this Quarterly Report on Form 10-Q of Tierra Grande Resources Inc.
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, not misleading with respect to the period covered by this 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	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-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 made 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 provide 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 period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

5. I have disclosed, based on my 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.

By: /s/ Andrew Gasmier                                       
      Andrew Gasmier
      Chief Financial Officer

January 19, 2015

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Tierra Grande Resources Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Gasmier, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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 operations of the Company.

By:	/s/ Andrew Gasmier
	Andrew Gasmier
	Chief Executive Officer

January 19, 2015

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Tierra Grande Resources Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Gasmier, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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 operations of the Company.

By:	/s/ Andrew Gasmier
	Andrew Gasmier
	Chief Financial Officer
	January 19, 2015

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Related Party Transactions and Balances

6 Months Ended

Nov. 30, 2014

Related Party Transactions and Balances [Text Block]

4.	Related Party Transactions and Balances
	On August 31, 2014, the Company issued an aggregate of 4,250,000 shares of common stock with a fair value of $25,925 to certain directors, officers and employees for agreeing to act as directors, officers or employees of the Company.

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Interim Financial Statements

6 Months Ended

Nov. 30, 2014

Interim Financial Statements [Text Block]

3.	Interim Financial Statements
	The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May 31, 2014, included in the Company’s Annual Report on Form 10-K filed on September 15, 2014 with the SEC.
	The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at November 30, 2014, and the results of its operations and cash flows for the three months and six months ended November 30, 2014 and 2013. The results of operations for the three months and six months ended November 30, 2014, are not necessarily indicative of the results to be expected for future quarters or the full year.
	The accompanying unaudited interim consolidated financial statements include the accounts of Tierra Grande Resources Inc. and its wholly owned subsidiaries 0887717 B.C. Ltd. and Tierra Grande Resources, S.A.C. All significant intercompany balances and transactions have been eliminated in the consolidation.

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Consolidated Balance Sheets (USD $)	Nov. 30, 2014	May 31, 2014
Current Assets
Cash	$ 5,667	$ 33,106
Subscription receivable	0	50,000
Total Assets	5,667	83,106
Current Liabilities
Accounts payable and accrued liabilities	8,267	27,997
Total Liabilities	8,267	27,997
Stockholders' (Deficit) Equity
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value, None issued and outstanding	0	0
Common Stock, 750,000,000 shares authorized, $0.0001 par value 107,019,712 shares and 100,769,712 shares issued and outstanding, respectively	10,702	10,077
Additional Paid-in Capital	9,315,328	9,270,028
Deficit	(9,328,630)	(9,224,996)
Total Stockholders' (Deficit) Equity	(2,600)	55,109
Total Liabilities and Stockholders' (Deficit) Equity	$ 5,667	$ 83,106

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Nature of Operations and Continuance of Business

6 Months Ended

Nov. 30, 2014

Nature of Operations and Continuance of Business [Text Block]

1.

Nature of Operations and Continuance of Business

The Company was incorporated in the State of Nevada on April 4, 2006. The Company’s principal business is the acquisition and exploration of mineral properties. Effective April 10, 2013, the Company changed its name from Buckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources, S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for $10.

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Going Concern

6 Months Ended

Nov. 30, 2014

Going Concern [Text Block]

2.	Going Concern
	These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has not paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2014, the Company has working capital deficit of $2,600 and an accumulated deficit of $9,328,630. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
	As at November 30, 2014, the Company had $5,667 cash in the bank. The Company requires a minimum of $200,000 to proceed with their plan of operations over the next twelve months. If they achieve less than the full amount of financing that they require they will scale back planned exploration activities and day to day operations in order to reduce exploration expenses and general and administrative expenses to a level appropriate to the financial resources available. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected operating expenses for the next twelve months.

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Consolidated Balance Sheets [Parenthetical] (USD $)	Nov. 30, 2014	May 31, 2014
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, shares authorized	750,000,000	750,000,000
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares issued	107,019,712	100,769,712
Common Stock, shares outstanding	107,019,712	100,769,712

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Document and Entity Information	6 Months Ended
	Nov. 30, 2014	Jan. 19, 2015
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2014
Trading Symbol	tgri
Entity Registrant Name	Tierra Grande Resources Inc.
Entity Central Index Key	0001376804
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		107,019,712
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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Consolidated Statements of Expenses (USD $)	3 Months Ended		6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2014	Nov. 30, 2013
Expenses
General and administrative	$ 10,235	$ 10,826	$ 46,354	$ 31,449
Exploration mineral property costs	0	65,009	0	65,009
Professional fees	18,128	18,416	57,280	23,852
Total Expenses	28,363	94,251	103,634	120,310
Net Loss	$ (28,363)	$ (94,251)	$ (103,634)	$ (120,310)
Net Loss Per Share - Basic and Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Shares Outstanding	107,019,712	88,572,000	103,921,000	83,644,000

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Nature of Operations and Continuance of Business (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2014
Nature Of Operations And Continuance Of Business 1	100.00%
Nature Of Operations And Continuance Of Business 2	$ 10

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Subsequent Event

6 Months Ended

Nov. 30, 2014

Subsequent Event [Text Block]

6.	Subsequent Event
	On December 29, 2014, the directors of the Company authorized an increase in the Company’s authorized capital stock from 500,000,000 shares of common stock to 750,000,000 shares of common stock.

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Common Stock (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2014
Common Stock 1	2,000,000
Common Stock 2	$ 0.01
Common Stock 3	$ 20,000
Common Stock 4	4,250,000
Common Stock 5	25,925
Common Stock 6	$ 50,000

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Going Concern (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2014
Going Concern 1	$ 2,600
Going Concern 2	9,328,630
Going Concern 3	5,667
Going Concern 4	$ 200,000

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Related Party Transactions and Balances (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2014
Related Party Transactions And Balances 1	4,250,000
Related Party Transactions And Balances 2	$ 25,925

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Subsequent Event (Narrative) (Details)	6 Months Ended
	Nov. 30, 2014
Subsequent Event 1	500,000,000
Subsequent Event 2	750,000,000

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Operating Activities
Net loss	$ (103,634)	$ (120,310)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization	0	478
Shares issued for services	25,925	0
Changes in operating assets and liabilities
Accounts payable and accrued liabilities	(19,730)	72,327
Prepaid expenses and other current assets	0	(300)
Net Cash Used in Operating Activities	(97,439)	(47,805)
Financing Activities
Proceeds from the issuance of common stock	70,000	140,000
Net Cash Provided by Financing Activities	70,000	140,000
(Decrease) Increase In Cash	(27,439)	92,195
Cash - Beginning of Period	33,106	39,983
Cash - End of Period	5,667	132,178
Supplemental Disclosures:
Interest paid	0	0
Income tax paid	$ 0	$ 0

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Common Stock

6 Months Ended

Nov. 30, 2014

Common Stock [Text Block]

5.	Common Stock
	Common stock issued during the six months ended November 30, 2014:
	a)	On August 27, 2014, the Company issued 2,000,000 shares of common stock at $0.01 per share for proceeds of $20,000 under a private placement.
	b)	On August 31, 2014, the Company issued an aggregate of 4,250,000 shares of common stock with a fair value of $25,925 to certain directors, officers and employees for agreeing to act as directors, officers or employees of the Company.
	c)	During the six months ended November 30, 2014, the Company received $50,000 for the subscription receivable for previously issued shares.