VNUE, Inc. - Quarter Report: 2015 February (Form 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 February 28, 2015

[   ] 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)

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 April 15, 2015, the registrant’s outstanding common stock consisted of 114,119,712 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Tierra Grande Resources Inc.
February 28, 2015

3

Tierra Grande Resources Inc.
Consolidated Balance Sheets
(Unaudited)

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

4

Tierra Grande Resources Inc.
Consolidated Statements of Expenses
(Unaudited)

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

5

Tierra Grande Resources Inc.
Consolidated Statements of Cash Flows
(Unaudited)

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

6

Tierra Grande Resources Inc.
Notes to the Consolidated Financial Statements
(Unaudited)

7

Tierra Grande Resources Inc.
Notes to the Consolidated Financial Statements
(Unaudited)

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.Common Stock (continued)

c)      On December 29, 2014, the Company increased its authorized capital stock from 500,000,000 shares of common stock to 750,000,000 shares of common stock.

d)      On January 27, 2014, the Company issued 7,100,000 shares of common stock at $0.005 per share for proceeds of $35,500 under a private placement.

e)      During the nine months ended February 28, 2015, the Company received $50,000 for the subscription receivable for previously issued shares.

8

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 has been 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 have continued to review 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 have also continued to review what we believe to be opportunities with potential in Australia through our strategic alliance with Mining Plus Pty Ltd (“Mining Plus”), a leading firm of mining and geoscience consultants with offices in Australia, Canada and Peru, that assist in the identification, assessment and advancement of projects. Through our strategic alliance with Mining Plus, we have ready access to over 50 seasoned mining industry professionals to assist in the potential identification and 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. See our Annual Report on Form 10-K for the year ended May 31, 2014 for more information regarding our business.

Proposed Merger

On April 13, 2015, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington (“VNUE”), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, at the effective time, VNUE will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity that will succeed to all of the assets, liabilities and operations of VNUE and VNUE will effectively become our wholly-owned operating subsidiary (the “Merger”). At the effective time of the Merger, the outstanding shares of VNUE will automatically convert into the right to receive shares of Company common stock as consideration for the Merger, and the shareholders of VNUE will control approximately 80% of the Company’s outstanding stock.

The Merger Agreement contains customary terms and conditions for agreements of this type, including completion of due diligence by the parties and approval of the Merger by VNUE shareholders. At the effective time of the Merger, VNUE’s current officers and directors will be appointed as officers and directors of the Company. The Merger will become effective upon the completion of certain filings with the Secretary of State for the State of Nevada, which is expected to occur on or about April 30, 2015.

VNUE is a live music technology company and digital distribution network that brings artists; fans and the industry together by capturing live performances through an application-based platform. The VNUE app is available for download on all iOS devices. Artists use VNUE’s Front of House (FOH) iOS Application to easily record and upload audio of live performances for purchase by fans shortly following a show, while professional video can be available within 24 hours. By using the VNUE platform, artists create, market and distribute their shows while creating new revenue streams. Fans are able to connect with their favorite performers in a new way, discover new performances and listen to and watch their shows on their mobile devices, computer or TV.

A copy of the Merger Agreement is attached as Exhibit 2.1 to our Form 8-K filed with the SEC on April 14, 2015. The description of the Merger Agreement herein is qualified by the terms of the full text of the agreement and the terms thereof are incorporated herein by reference. There can be no assurance that the merger will be completed as proposed, or at all.

10

Plan of Operations

Our current plan of operations is to complete the merger and pursue the business of VUNE going forward. In the event the merger is not consummated, 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 with another company or otherwise if a financially viable opportunity becomes available and may require additional funds to pursue such an opportunity.

As at February 28, 2015, we had cash of $28,280 and working capital of $17,415 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.

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the three and nine months ended February 28, 2015 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 February 28, 2015 Compared to Three Months Ended February 28, 2014

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to February 28, 2015. As of February 28, 2015, we had an accumulated deficit of $9,344,115. We anticipate that we will not earn any revenues during the current fiscal year.

Expenses

Our total expenses decreased to $15,485 for the three months ended February 28, 2015 from $37,199 for the three months ended February 28, 2014 due to an overall decrease in our operations. General and administrative expenses were $11,454 in the three months ended February 28, 2015, compared to $5,194 in the three months ended February 28, 2014, as we sought for other projects after termination of negotiations relating to the Buldibuyo Gold Project. Professional fees were $4,031 in the three months ended February 28, 2015, compared to $32,005 in the three months ended February 28, 2014, due to termination of negotiations relating to the Buldibuyo Gold Project. We also incurred a charge of $5,500 in the three months ended February 28, 2014 as we impaired our web site development costs as the web site was not built to operate as we anticipated.

11

Net Loss

For the three months ended February 28, 2015, we recognized a net loss of $15,485, compared to $42,699 for the three months ended February 28, 2014.

Nine Months Ended February 28, 2015 Compared to Nine Months Ended February 28, 2014

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to February 28, 2015. As of February 28, 2015, we had an accumulated deficit of $9,344,115. We anticipate that we will not earn any revenues during the current fiscal year.

Expenses

Our total expenses decreased to $119,119 for the nine months ended February 28, 2015 from $157,509 for the nine months ended February 28, 2014 due to an overall decrease in our operations. We incurred $0 in mineral property costs in the nine months ended February 28, 2015, compared to $65,009 in mineral property costs relating to the Buldibuyo Gold Project in Peru in the nine months ended February 2014, as we terminated negotiations to acquire the project in July 2014.General and administrative expenses were $57,808 in the nine months ended February 28, 2015, compared to $36,643 in the nine months ended February 28, 2014, and professional fees were $61,311 in the nine months ended February 28, 2015, compared to $55,857 in the nine months ended February 28, 2014, as we sought for other projects after termination of negotiations relating to the Buldibuyo Gold Project. We also incurred a charge of $5,500 in the nine months ended February 28, 2014 as we impaired our web site development costs as the web site was not built to operate as we anticipated.

Net Loss

For the nine months ended February 28, 2015, we recognized a net loss of $119,119, compared to $163,009 for the nine months ended February 28, 2014.

Liquidity and Capital Resources

As of February 28, 2015, we had cash of $28,280, working capital of $17,415, total assets of $28,280, total liabilities of $10,865 and an accumulated deficit of $9,344,115.

Financing Activities

We have funded our operations primarily by a combination of private placements, advances from related parties and loans. During the nine months ended February 28, 2015, financing activities provided cash of $105,500, compared to $170,000 in the nine months ended February 28, 2014, from the sale of our common stock.

Operating Activities

Operating activities used cash of $110,326 for the nine months ended February 28, 2015, compared to $148,742 for the nine months ended February 28, 2014. A decrease in accounts payable and accrued liabilities used cash of $17,132 in the nine months ended February 28, 2015, compared to an increase in same providing cash of $8,022 in the nine months ended February 28, 2014. Shares issued for services provided cash of $25,925 in the current period, compared to $0 in the prior period. The impairment of web site development costs used cash of $0 in the period, compared to $5,500 in the prior period.

12

Investing Activities

Investing activities did not use any cash in the nine months ended February 28, 2015 or 2014.

Our current plan of operations is to complete the merger and pursue the business of VUNE going forward. In the event the merger is not consummated, 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 with another company or otherwise if a financially viable opportunity becomes available and may require additional funds to pursue such an opportunity.

As at February 28, 2015, we had cash of $28,280 and working capital deficit of $17,415 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 February 28, 2015 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.

13

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 February 28, 2015. 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.

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 February 28, 2015, 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 February 28, 2015, 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.

14

ITEM 1A. RISK FACTORS.

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

⁽¹⁾ Incorporated by reference to the Form 8-K filed April 14, 2015 with the SEC.

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.