Annual Report (10-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended May 31, 2013

[ ] 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 of	(I.R.S. Employer Identification No.)
Organization)

Cnr Stirling Hwy & Fairlight St.
Mosman Park, Western Australia 6012
Australia	+61 8 9384 6835
(Address of Principal Executive Offices)	(Registrant’s Telephone Number, Including
	Area Code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [ ] No [X]

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 Act)
Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant at November 30, 2012 was approximately $1,575,394

The number of shares of common stock of the registrant outstanding at September 13, 2013 was 78,769,712 shares.

TABLE OF CONTENTS

PART I	2
Item 1. Description of Business	2
Item 1A. Risk Factors	8
Item 2. Properties	8
Item 3. Legal Proceedings	14
Item 4. (Removed and Reserved)	14
PART II	14
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. Selected Financial Data	17
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	21
Item 8. Financial Statements and Supplementary Data	22
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A. Controls and Procedures	23
Item 9A(T). Controls and Procedures	24
Item 9B. Other Information	24
PART III	25
Item 10. Directors, Executive Officers, Promoters and Corporate Governance	25
Item 11. Executive Compensation	27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13. Certain Relationships and Related Transactions, and Director Independence	30
Item 14. Principal Accountant Fees and Services	31
PART IV	32
Item 15. Exhibits and Financial Statement Schedules	32

PART I

Item 1. Description of Business Forward-Looking Statements

The statements in this annual 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 annual 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 annual 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.

We currently own a 100% interest in the Dome mineral properties, located in the Province of British Columbia, Canada. In addition, we own a 100% interest in two mineral properties (known as the Byng and Tramp claims) also located in the Province of British Columbia, Canada. We owned an option to acquire a 100% interest in the Lady Ermalina mineral properties, located in the Province of British Columbia, Canada, which has expired. As the Byng and Tramp claims are located adjacent to the Lady Ermalina claims, we plan to dispose of our interest in these properties going forward. We have conducted limited exploration work on our mineral properties and none of our properties has been determined to contain any mineral resources or reserves of any kind.

The following table sets forth information relating to our material mineral properties:

Name of Property	Location	Nature of Interest	Status
Dome Claims	Beaverdell Area, Greenwood Mining Division in British Columbia, Canada	100% interest.	Exploration permit has been obtained.

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

We continue reviewing what we believe to be opportunities with potential in Peru, South America 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 development 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.

In July 2013, we entered into a Letter of Intent to acquire the Buldibuyo Gold Project in Peru. The Buldibuyo Gold Project offers us the opportunity to deliver near term gold production and cash flow. It is our intention to acquire 100% of the gold project, which has produced high grade ore in the past. With support from our strategic relationships and personnel in Peru, we are currently engaged in due diligence to qualify future expectations and timelines.

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 development of projects. We expect the alliance with Mining Plus to lead to other potential opportunities in line with our strategy. Via the strategic alliance with Mining Plus, we have ready access to over 50 seasoned mining industry professionals to assist in the potential development of projects.

Our plan of operations for the next 12 months is to continue to seek out, acquire, explore and potentially develop 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. We also plan to dispose of the Byng and Tramp claims and may conduct a small exploration project on our Dome mineral claims. We anticipate we will require approximately $5 million to carry out our plans over the next 12 months. As at May 31, 2013, we had cash of $39,983 and working capital of $36,400 and will require significant financing to pursue our exploration plans. There can be no assurance that we will obtain the required financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

Development of Business

We were incorporated under the laws of the State of Nevada in April 2006.

On January 29, 2010, we entered into an option agreement (the “Lady Ermalina Option Agreement”) with Argus Metals Corp. (“Argus”) in relation to three mining claims known as the Lady Ermalina Chemainus Claims located on Vancouver Island, British Columbia, Canada (the “Lady Ermalina Property”).

Pursuant to the Lady Ermalina Option Agreement, we agreed to issue an aggregate of 1,500 shares of our common stock and to pay an aggregate of $5,000 in cash in consideration for the grant of the sole and exclusive right and option to acquire a 100% undivided interest in the Lady Ermalina Property. Further, we agreed to incur not less than $600,000 in expenditures related to exploration and development on the Lady Ermalina Property before January 6, 2012. We issued 250 shares to Argus under the Lady Ermalina Option Agreement in February 2010. The option agreement has expired and we no longer have an interest in these claims.

On July 9, 2010, we received stockholder approval to effect a one-for-four hundred reverse stock split of our issued and outstanding common stock, which would take effect upon FINRA approval. The number of shares that we are authorized to issue did not change as a result of the reverse stock split. On July 22, 2010, we received approval from FINRA and the reverse stock split took effect on July 23, 2010.

On August 23, 2010, 0887717 B.C. Ltd. (“0887717”), our wholly-owned subsidiary which we incorporated in British Columbia, Canada on August 9, 2010, entered into an option agreement (the “Dome Option Agreement”) with Murray Scott Morrison, pursuant to which 0887717 had the right to acquire 100% interest in the mineral property known as the Dome Claim Group located on Mount Vallace in the Beaverdell Area, Greenwood Mining Division in the Province of British Columbia, Canada (the “Dome Property”).

In accordance with the provisions of the Dome Option Agreement, 0887717 paid $5,000 to Mr. Morrison on the date of the agreement, was required to incur not less than $10,000 in expenditures related to exploration and development on the Dome Property prior to September 30, 2010 (incurred) and was required to pay $1,000 to Mr. Morrison on or before November 30, 2010 (paid). Pursuant to the terms of the Dome Option Agreement, 0887717 granted to Mr. Morrison stock options (the “Stock Options”) to purchase up to 10% of its total issued and outstanding share capital at a total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the property. The Stock Options expired 36 months after the date of the Dome Option Agreement.

In October 2010, we changed our independent auditors from Manning Elliott LLP to MaloneBailey, LLP. See our Current Report on Form 8-K filed with the SEC on October 13, 2010 for more information.

In December 2010, we completed the sale of 15,000,000 units at a price of $0.01 per unit, with each unit comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months, for gross proceeds of $150,000, to an investor resident in Australia that acquired the securities for investment purposes. This represented a change-in-control of our Company. In connection with the offering, we appointed Simon Eley as a director of our company. Mr. Eley is a director of the investor in the private placement and was appointed as a director of our company as a result of the investment.

In December 2010, the holders of a majority of our issued and outstanding common stock approved an amendment to our bylaws to make them more comprehensive, as well as an increase in our authorized capital from 80,000,000 shares of common stock, par value $0.0001, to 300,000,000 shares of common stock, par value $0.0001 to better position us to attract financing. The number of shares of preferred stock we are authorized to issue did not change as a result of the authorized capital Increase.

In February 2011, we completed the sale of 35,000,000 units at a price of $0.01 per unit, with each unit comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months, for gross proceeds of $350,000, to certain off-shore investors that acquired the securities for investment purposes.

In April 2011, we and Christopher Robin Relph, our President and Chief Executive Officer, mutually agreed to the termination of the management agreement between us and Mr. Relph, effective December 1, 2010 pursuant to the terms of the management agreement. Under the terms of the management agreement, Mr. Relph had agreed to act as our principal officer in consideration of a salary of $20,000 per month. We have agreed to pay Mr. Relph CDN$24,000 for his services for the quarter ended February 28, 2011 and to pay Mr. Relph CDN$8,000 per month for his services going forward. No early termination penalties were incurred as a result of the termination of the Management Agreement. Mr. Relph resigned as a director and officer of our company in September 2012.

Effective April 18, 2011, we completed the conversion of an aggregate of approximately $66,332 in debt owed by us to six offshore lenders into shares of our common stock at a price of $0.01 per share. As a result, we issued an aggregate of 6,633,200 shares of our common stock to the six lenders.

In September 2011, we acquired title to the Byng and Tramp mining claims adjacent to our Lady Ermalina claims in consideration for 150,000 shares of our common stock. As the Byng and Tramp claims are located adjacent to the Lady Ermalina claims in which our interest has expired, we plan to dispose of our interest in the Byng and Tramp properties going forward.

In September 2011, we appointed Simon Eley, a director of our company, as our President and Chief Executive Officer, in place of Christopher Robin Relph. Mr. Relph, a director of our company at the time, was appointed as Chairman of our board of directors. Mr. Relph resigned as a director and officer of our company in September 2012.

In September 2011, we acquired all rights, title and interest in and to the domain name “Buckingham.com” and related property rights, including all intellectual property rights and rights related to website and internet traffic associated with the domain name, from Mr. Relph for consideration of $10,000.

In October 2011, we raised capital of $715,000 by issuing 14,300,000 shares of common stock at a price of $0.05 per share primarily to off-shore investors.

In December 2011, we extended the exercise period for our outstanding warrants to February 11, 2013. In January 2013, we further extended the exercise period for our outstanding warrants to February 11, 2014. All other terms of the warrants remain the same, including the exercise price of the warrants of $0.10 per share.

In January 2012, we entered into a Strategic Alliance Agreement with Mining Plus to assist in the identification, assessment and development of mining projects, with an emphasis to potentially create early cash flow enabling us to develop and grow our project pipeline. Under the terms of the Strategic Alliance Agreement, we appointed Benjamin Auld, a director of Mining Plus, as a director of our company. In connection with his appointment, we issued 500,000 restricted shares of common stock to Mr. Auld as a one-time incentive for joining our board of directors and other contributions to date.

In May 2012, we raised further capital of $431,777 by issuing 4,317,776 shares of common stock at a price of $0.10 per share to certain off-shore investors.

In July 2012, we entered into a Strategic Alliance Agreement with ExploAndes to assist in the identification, assessment and development of mining projects in South America, with an emphasis to potentially create early cash flow enabling us to develop and grow our project pipeline.

In July 2012, we issued an aggregate of 2,750,000 shares of common stock to certain of our directors, officers and employees as compensation for services rendered to us from January 1, 2012 to June 30, 2012 to conserve capital.

In August 2012, Benjamin Auld resigned as a director of our company for personal reasons. We expect to continue working with Mr. Auld as a director of Mining Plus.

In September 2012, Christopher Robin Relph resigned as a director and the Chairman and Chief Financial Officer of our company and we appointed Simon Eley, our current President and Chief Executive Officer, as interim Chief Financial Officer. In December 2012, we appointed Allister Blyth as our Chief Financial Officer. Mr. Blyth is a Certified Practicing Accountant in Australia with over 10 years of experience with both the public and private companies and specializes in financial management, reporting and strategic corporate planning.

In February 2013, we appointed Andrew Gasmier as a director of our company. Mr. Gasmier has extensive experience in the assessment, evaluation and feasibility of mineral projects throughout the globe.

In April 2013, we (i) completed our name change to Tierra Grande Resources Inc. and our ticker symbol changed to “TGRI”, (ii) increased the number of authorized shares of our common stock to 500 million shares, and (iii) adopted a stock incentive plan. See our Schedule 14C filed with the SEC on March 18, 2013 for more information relating to these corporate actions.

In May 2013, we appointed Brad Evans as a director of our company. Mr Evans has been the General Manager of Mining Plus Pty Ltd., for the past five years and has more than 15 years of experience in the mining industry in a diverse range of roles, from production, planning and management of mine sites, to organizational leadership.

In June 2013, we appointed Mark Kalajzich as President and Chief Executive Officer of our company in place of Simon Eley. Mr. Eley was appointed as Chairman of our company. Mr. Kalajzich has held senior executive roles in the Telecommunications, Workforce Management and Finance sectors in Australia and Asia over the past decade, has substantial global resources and commodities experience in equity capital markets and has been heavily involved in the operation and listing of resource companies for the past 2 years.

In line with our plans, we expect to appoint additional directors and officers to manage our growth going forward.

Subsidiaries

We currently have two wholly-owned subsidiaries, 0887717 BC Ltd. which is incorporated under the laws of the Province of British Columbia, Canada, and Tierra Grande Resources SAC which is incorporated in Peru.

Competition

We are an exploration stage mineral resource exploration company that competes with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties. We also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete with other mineral companies for available resources, including, but not limited to, professional geologists, camp staff, mineral exploration supplies and drill rigs.

Intellectual Property

We currently do not own any intellectual property other than copyright in the contents of a website, www.buckingham.com.

Research and Development Expenditures

We have not engaged in any research and development activities since our inception.

Environmental Laws

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could materially adversely affect our results of operations and financial condition. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and properties are subject to extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations.

There are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur and any significant liability could materially adversely affect our business, financial condition and results of operations.

Employees

We have three part time employees, in addition to our officers. We do not intend to hire any other employees until our financial condition improves.

Item 1A. Risk Factors

Not Applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our head office is currently located at Cnr Stirling Hwy & Fairlight St., Mosman Park, Western Australia 6012 Australia from where we oversee our business activities. We currently do not pay any costs for use of these premises.

Dome Claim Group Property

On August 23, 2010, through our wholly owned subsidiary 0887717 B.C. Ltd., we entered into the Dome Option Agreement, pursuant to which we acquired a 100% interest in mining claims known as Dome Claim Group located on Mount Vallace in Beaverdell Area, Greenwood Mining Division in British Columbia, Canada.

Location

Figures 1 and 2: Location of the Dome Claims in Beaverdel Area, British Columbia.

Ownership Interest

On August 23, 2010, 0887717 B.C. Ltd., our wholly owned subsidiary, entered into the Dome Option Agreement with Murray Scott Morrison, pursuant to which 0887717 acquired a 100% interest in the mineral property known as the Dome Claim Group located on Mount Vallace in the Beaverdell Area, Greenwood Mining Division in the Province of British Columbia, Canada.

In accordance with the provisions of the Dome Option Agreement, 0887717 paid $5,000 to Mr. Morrison on the date of the agreement, was required to incur not less than $10,000 in expenditures related to exploration and development on the Dome Property prior to September 30, 2010 (incurred) and was required to pay $1,000 to Mr. Morrison on or before November 30, 2010 (paid). Pursuant to the terms of the Dome Option Agreement, 0887717 granted to Mr. Morrison Stock Options to purchase up to 10% of its total issued and outstanding share capital at a total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the property. The Stock Options expire 36 months after the date of the Dome Option Agreement.

History of Operations

The Dome property is comprised of sixteen mineral claims covering approximately 360 hectares (890 acres), located four (4) kilometreres southeast of Beaverdell, B.C. in the heart of the historic Beaverdell Mining Camp. The Dome mineral claims cover the historic workings of the Nepanee prospect that, according to the B. C. Minister of Mines Annual Reports, was worked intermittently between 1904 to 1935. In more recent years, sulphide mineralization including galena and sphalerite has been located near the old workings. The property is accessible by logging roads.

Present Condition of the Property and Current State of Exploration

No material exploration work has been carried out on the Dome Property. A sampling and drilling program was conducted in 1989, however the property was determined to be uneconomical due to the the price of gold at the time. A small mapping project was undertaken on the property in 2009 to prepare the ground for further work.

The property will require prospecting and geological mapping on the western edge of the Dome property where granodiorite is known to outcrop with concentration on known skarn zones and mineralized shear zones that were followed with underground workings on several of the old properties that lie immediately west of the Dome property. Such old workings include those on District Lots 1091s, 1195s and 2939. Further mapping of the Tertiary cover on the eastern portion of the property will also be conducted in an attempt to determine the thickness of the cover. All known historic work will be compiled into a single system at a scale of at least 1:2500 and cross sections prepared for selected target areas.

Regional Geology

The Dome Property lies in the western portion of the Boundary District of south central British Columbia and is centred within south the historic Beaverdell Mining Camp. In broad terms the area is a graben-derived terrane consisting of Triassic-Jurassic volcanics and sediments enclosed within and/or intruded by Jurassic-Cretaceous and Tertiary granitic rocks. Regionally, the Dome Project lies near the southern end of the Omineca Crystalline Belt.

The Boundary District is situated within the mid-Jurassic accreted Quesnellia terrane. Pre-existing Proterozoic to Palaeozoic North American basement rocks do however exist within the rafted Quesnellia terrane (Kettle and Okanagan metamorphic core complexes). During the Eocene, these core complexes were uplifted separated from the overlying lithologies. The oldest of the accreted rocks in the district are the Pre-Jurassic Wallace Formation.

Broadly speaking, the lithologies (and general ages) are broken into the following Formations and units:

1. Wallace Formation [Pre-Jurassic - Quesnellia Terrane]

a. Wallace Formation undivided

b. Crouse Creek Greenstone Member

c. Larse Creek Limestone Member

2. West Kettle batholiths [Jurassic]

3. Various intrusive stocks [Tertiary]

a. Beaverdell stock - 58.2 ± 2 Ma

b. Eugene Creek stock - 54.5 ± 1.9 Ma

c. Tuzo Creek stock - 49.5 ± 2 Ma

4. Crosscutting porphyry dykes [Tertiary] 61.9 ± 2.2 Ma and 50.6 ± 1.5 Ma

Geology

Granodiorite of the West Kettle batholith underlies much of the area within and surrounding the Dome Property. This batholith has been repeatedly intruded by stocks of quartz monzonite (the Beaverdell stock), and hosts pendants/screens of metamorphosed country rock (Wallace Formation). The Curry-Creek tuffs and conglomerates (Oligocene age) as well as mafic Miocene flows (Nipple Mountain Volcanics), unconformably overlie all these units.

In the Beaverdell Mining Camp, where the Dome Property lies, silver-lead-zinc ores have predominated historical production. In order of historical importance (production), there are two (2) distinct types of ore:

1) the Beaverdell –Type – Silver rich Vein Deposits

2) The Carmi-Type Gold Rich vein deposits.

The West Kettle batholith is intruded by the Beaverdell stock in the west of the Beaverdell Camp and is overlain by Wallace Formation in the eastern portions of the Camp. Mineralization occurs within structurally controlled fissure related quartz (+/- carbonate) veins predominantly striking northeast. In order of decreasing abundance, the main metallic minerals are galena, sphalerite, pyrite, arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite.

In the more northern portions of the Camp, sphalerite, pyrite and galena are the main minerals in the vein deposits with a gangue of quartz.

The Dome Property represents an epithermal vein (gold-silver +/- base metals) exploration target. Precious metal epithermal deposit exploration techniques will be applied to substantiate this assessment.

Figure 3: Geology of the Dome Claims

Mineralization

In the Beaverdell Mining Camp silver-lead-zinc ores have predominated historical production. In order of historical importance (production), there are two (2) distinct types of ore:

A. Beaverdell type – Silver Rich Deposits

B. Carmi type – Gold Rich Deposits

In the former case mineralization is typically composed of galena, sphalerite and pyrite with lesser amounts of arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite in a gangue of mainly quartz with lesser amounts of calcite and fluorite. In the latter, roughly equivalent with native gold in place of native silver. Both these types of mineralization are noted in the Dome Property:

Beaverdell-Type silver-rich veins in the West Kettle Batholith
Contact metasomatism related mineralization (within contact zone between West Kettle Batholith and the Wallace Formation

In general the mineralization in the Beaverdell District can be described as hosted within granodiorite of the Westkettle batholith, grading to quartz diorite and diorites with the Permian Wallace Formation metavolcanics and metasediments as roof pendants hosting the mineralization in the northen portions of the Property.

Shear zone related mineralization is the dominant geological control on the Dome Property mineralization and is commonly noted on surface and underground workings in the Beaverdell area. These shear zones are variable in widths from showing to showing, however the widths of these shear zone in the larger, well developed showings (like the Inyo-Ackworth) average approximately two metres and are well defined by rusty fault gouge and vuggy quartz and manganese staining. Lengths of these shear zones are equally as variable from showing to showing, with the larger more productive shear zones defined over 300 metres in length. The shear zones also have variable strikes however a general east-west (075-090 degree) trend can be estimated as the main control of Property mineraliztion.

In general the shear zone related mineralization is associated with vuggy quartz-calcite veins, on the order of 5 to 50 centimetres wide, and commonly carry pyrite, galena, sphalerite, tetrahedrite and native silver mineralization. Strong sericitic alteration and kaolin are known to be associated with mineralization throughout the Property.

Beaverdell silver-rich veins are found in a 3.0 by 0.8 kilometre belt, referred to as the Beaverdell silver-lead-zinc vein camp. The mineralized veins are fissure-hosted, formed along east-trending faults in the west portion of the Beaverdell camp and northeast- trending faults in the east portion of the camp. Faults have been classified into five types based on their orientation, with each type having common orientation, kind of movement and age relationship. The northeast-striking, high-angle normal faults pose the greatest obstacle to systematic exploration and mining, as these faults are commonly spaced a few metres apart dividing veins into short segments in a northwest-downward direction.

Vein-type mineralization of the Beaverdell camp is characterized by a high silver content. Mineralization is composed of galena, sphalerite and pyrite with lesser amounts of arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite. The gangue minerals in veins are mainly quartz with lesser amounts of calcite, fluorite and sericite with rare barite.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed for trading on the OTC Bulletin Board (“OTCBB”) under the trading symbol “TGRI.OB”. Trading in stocks listed on the OTCBB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little or no connection to a company’s operations or business activities. We cannot assure you there will be a market for our common stock in the future.

The table below sets forth the high and low bid prices for our common stock on the OTCBB for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Period	High ($)	Low ($)
June 1, 2013 – August 30, 2013	0.02	0.01
March 1, 2013 – May 31, 2013	0.04	0.01
December 1, 2012 – February 28, 2013	0.04	0.01
September 1, 2012 – November 30, 2012	0.05	0.02
June 1, 2012 – August 30, 2012	0.11	0.05
March 1, 2012 – May 31, 2012	0.15	0.11
December 1, 2011 – February 28, 2012	0.18	0.08
September 1, 2011 – November 30, 2011	0.15	0.08
June 1, 2011 – August 31, 2011	0.09	0.14

Holders

As of September 13, 2013, there were 209 holders of record of our common stock.

Dividends

To date, we have not paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors.

Equity Compensation Plans

We implemented two equity compensation plans in November 2007: a 2007 Stock Compensation Plan and 2007 Non-Qualified Stock Option Plan. Both plans have been terminated by our board in accordance with their terms.

In April 2013, we adopted a 2012 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term success of our company and the creation of stockholder value by encouraging the attraction and retention of qualified employees and non-employee directors, encouraging them to focus on critical long-range objectives of our company and linking their interests directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for various types of incentive awards to participants. We believe it is important to have flexibility to grant various types of equity awards to our employees so that we can react appropriately to the changing environment. No securities have been issued under the Plan to date.

The Plan shall be administered by our Board until the appointment of an appropriate committee (the “Committee”). The Committee has the discretion to determine the types and terms of awards made under the Plan. The Plan allows the Company to grant stock options; restricted stock rights; restricted stock; performance shares; performance share units; and stock appreciation rights to employees, officers, consultants to, and non-employee directors of, our company on the grant date of the award. The total number of shares subject to all awards under the Plan is fifteen million, subject to adjustment as provided in the Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. The maximum number of shares that may be granted to a participant in any year is three million. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the Plan.

The Plan may be amended, terminated or modified with shareholder approval to the extent required by applicable rules, other than for non-substantive amendments to the Plan. The Plan also sets out provisions relating to a change in control of the Company, the non-transferability of awards, the forfeiture and substitution of awards, as well as other provisions customary for plans of this type.

Federal Income Tax Consequences of Awards

The following summary is not intended to (and does not) constitute tax advice, is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences.

There will be no U.S. federal income tax consequences to the participant or us upon the grant of an option under the Plan. Upon exercise of an option that is not an incentive stock option, a participant generally will recognize ordinary income in an amount equal to (i) the fair market value, on the date of exercise, of the acquired shares, less (ii) the exercise price of the option. We will generally be entitled to a tax deduction in the same amount.

Upon the exercise of an incentive stock option, a participant recognizes no immediate taxable income. Income recognition is deferred until the participant sells the shares. If the option is exercised no later than three months after the termination of the participant’s employment, and the participant does not dispose of the shares acquired pursuant to the exercise of the option within two years from the date the option was granted and within one year after the exercise of the option, the gain on the sale will be treated as long-term capital gain. We are not entitled to any tax deduction with respect to the grant or exercise of incentive stock options, except that if the shares are not held for the full term of the holding period outlined above, the gain on the sale of such shares, being the lesser of: (i) the fair market value of the shares on the date of exercise minus the option price or (ii) the amount realized on disposition minus the exercise price, will be taxed to the participant as ordinary income and, we will generally be entitled to a deduction in the same amount. The excess of the fair market value of the shares acquired upon exercise of an incentive stock option over the exercise price therefor constitutes a tax preference item for purposes of computing the “alternative minimum tax” under the Code.

There will be no U.S. federal income tax consequences to either the participant or us upon the grant of a stock appreciation right (“SAR”). However, the participant generally will recognize ordinary income upon the exercise of an SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. We will generally be entitled to a deduction equal to the amount includible in the participant’s income.

Unless a participant makes a “Section 83(b) election” under the Code, there will be no U.S. federal income tax consequences to either the participant or us upon the grant of restricted stock until expiration of the restricted period and the satisfaction of any other conditions applicable to the restricted stock. At that time, the participant generally will recognize taxable income equal to the then fair market value for the shares. We will generally be entitled to a corresponding tax deduction.

There generally will be no U.S. federal income tax consequences to the participant or us upon the grant of performance awards (unless the participant makes a “Section 83(b) election” under the Code) or restricted stock units. Participants generally will recognize taxable income at the time when such awards are paid or settled in an amount equal to the aggregate amount of cash and the fair market value of shares acquired. We will generally be entitled to a tax deduction equal to the amount includible in the participant’s income.

The Plan is intended to provide for Awards that are exempt from, or comply with

Section 409A of the Code to the extent that such section would apply to any Award under the Plan. Section 409A of the Code governs the taxation of deferred compensation. Any participant that is granted an Award that is deemed to be deferred compensation, such as a grant of restricted stock rights or units that does not qualify for an exemption from Section 409A of the Code, and does not comply with Section 409A of the Code, could be subject to taxation on the Award as soon as the Award is no longer subject to a substantial risk of forfeiture (even if the Award is not exercisable) and an additional 20% excise tax (and a penalty based upon an amount of interest determined under Section 409A of the Code) on the value of the Award.

Importance of Consulting Tax Advisor

The information set forth above is a summary only and does not purport to be complete. In addition, the information is based upon current Federal income tax rules and therefore is subject to change when those rules change. Moreover, because the tax consequences to any recipient will depend on his or her particular situation, each recipient should consult his or her tax adviser as to the Federal, state, local, foreign and other tax consequences of the grant or exercise of an Award or the disposition of shares acquired as a result of an Award.

The foregoing summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as an exhibit to our Form 8-K filed April 11, 2013.

Equity Compensation Plan Information

	As of May 31, 2013
	Number of Common Shares Issued or to be Issued Under Equity Compensation Plans	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans not approved by shareholders
Equity compensation plans approved by shareholders	0	-	15,000,000
Total	0	-	15,000,000

Recent Sales of Unregistered Securities

There are no previously unreported sales of our unregistered securities.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited financial statements, including the notes thereto, appearing elsewhere in this annual report, as well as the section in this annual report entitled “Description of Business”. These financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

We are an exploration stage company with limited operations and no revenues from our business operations since inception in April 2006. Our auditors have issued a going concern opinion relating to our business which means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional financing to fund our operations.

Results of Operations

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to May 31, 2013. As of May 31, 2013, we had an accumulated deficit of $9,016,554. We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future as we are an exploration stage company.

Expenses

From April 4, 2006 (inception) to May 31, 2013, our total expenses were $3,906,101, comprised of $709,504 in professional fees, $187,131 in mineral property costs and $3,009,466 in general and administrative expenses.

Our total expenses decreased to $388,084 for the year ended May 31, 2013 from $1,028,220 for the year ended May 31, 2012, due to decreased business activities. General and administrative expenses decreased to $333,780 in fiscal 2013 from $824,834 in fiscal 2012 primarily due to reduced due diligence conducted on mineral properties. Mineral property costs decreased to $10,911 in fiscal 2013 from $154,689 in fiscal 2012 primarily due to decreased costs relating to the review of properties for acquisition. Professional fees decreased to $43,393 in fiscal 2013 from $48,697 in fiscal 2012 primarily due to reduced business activity.

Our net loss from continuing operations was $388,084 for the year ended May 31, 2013, compared to $1,028,220 for the prior period.

Net Loss

For the year ended May 31, 2013, we recognized a net loss of $388,084, compared to a net loss of $1,028,220 for the year ended May 31, 2012.

Liquidity and Capital Resources

As of May 31, 2013, we had cash of $39,983, working capital of $36,400, total current assets of $39,983, total liabilities of $3,583 and an accumulated deficit of $9,016,554.

We have funded our operations primarily through private placements of our common stock, as well as advances from related parties and loans. From April 4, 2006 (date of inception) to May 31, 2013, financing activities provided cash of $5,546,053, primarily from the sale of our common stock. During the fiscal year ended May 31, 2013, $23,344 was used in financing activities for advances made to a related party and payments received from related party, net and proceeds from the sale of common stock, compared to $1,116,777 provided by financing activities in the year ended May 31, 2012 from sales of our common stock.

Operating activities used cash of $376,523 for the year ended May 31, 2013, compared to $732,974 for the year ended May 31, 2012. A decrease in accounts payable and accrued liabilities used cash of $106,981 in the year ended May 31, 2013, compared to an increase in same providing cash of $323,281 in the prior year. A decrease in other receivables provided cash of $451 in the current year, compared to $2,978 in the prior year. A decrease in amounts due to related parties used cash of $2,778 in the current year, compared to $101,222 in the prior year. A decrease in prepaid expenses and other current assets provided cash of $10,000 in the current year, compared to an increase in same using cash of $18,451 in prior year.

Investing activities during the year ended May 31, 2013 used cash of $6,773 due to web site development costs and the purchase of property and equipment, compared to $1,993 in the prior year due to the purchase of property and equipment.

We expect that our total expenses will increase over the next year as we increase our business activities. We do not anticipate generating any revenues for the foreseeable future.

We intend to raise additional capital for the next 12 months from the sale of our equity securities or loans from related and other parties. If we are unsuccessful in raising sufficient capital through such efforts, we may consider other financing avenues such as bank financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us. If we are unable to raise additional capital, our business may fail. An investment in our securities involves significant risks 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 financial statements for the period ended May 31, 2013 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 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.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management. A complete summary of these policies is included in Note 3 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Use of Estimates

The preparation of these financial statements in conformity with U.S. 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. The company regularly evaluates estimates and assumptions related to long lived assets, stock-based compensation expense, and deferred income tax asset allowances. The company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the company may differ materially and adversely from the company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Mineral Property Costs

The company has been in the exploration stage since its inception on April 4, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Stock-Based Compensation

The company records stock-based compensation in accordance with ASC 718,

Compensation – Stock Based Compensation , and ASC 505, Equity based payments to non employees , using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 8. Financial Statements and Supplementary Data

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
May 31, 2013

Report of Independent Registered Public Accounting Firm	F–1
Consolidated Balance Sheets	F–2
Consolidated Statements of Expenses	F–3
Consolidated Statements of Cash Flows	F–4
Consolidated Statements of Stockholders’ Equity	F–5
Notes to the Consolidated Financial Statements	F–8

Report of Independent Registered Public Accounting Firm

To the Board of Directors
Tierra Grande Resources, Inc (Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
Mosman Park, Australia

We have audited the accompanying consolidated balance sheets of Tierra Grande Resources, Inc (Formerly Buckingham Exploration Inc.) and its subsidiaries, an exploration stage company, (collectively, the “Company” ) as of May 31, 2013 and 2012, and the related consolidated statements of expenses, stockholders’ equity (deficit) and cash flows for the years then ended and the period from April 4, 2006 (inception) through May 31, 2013. The financial statements for the period from April 4, 2006 (inception) through May 31, 2010 were audited by other auditors whose report expressed an unqualified opinion on those financial statements. The financial statements for the period from April 4, 2006(inception) through May 31, 2010 include no revenue and an accumulated net loss of $7,321,429. Our opinion on the statements of expenses, stockholders’ deficit, and cash flows for the year then ended, in so far as it relates to amounts for prior periods through May 31, 2010 is based solely on the report of the other auditor. These financial statements are the responsibility of Tierra Grande Resources, Inc (Formerly Buckingham Exploration Inc.) management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Tierra Grande Resources, Inc (Formerly Buckingham Exploration Inc.) internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tierra Grande Resources, Inc (Formerly Buckingham Exploration Inc.) and its subsidiaries as of May 31, 2013 and 2012 and the results of their operations and their cash flows for the years then ended and the period from April 4, 2006 (inception) through May 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
September 11, 2013

F-1

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
Consolidated Balance Sheets

		May 31,			May 31,
		2013			2012
ASSETS
Current Assets
Cash	$	39,983		$	446,623
Other receivables		–			451
Subscription receivable		–			30,000
Advances to related parties		–			10,000
Prepaid expense		–			10,000
Total Current Assets		39,983			497,074
Property and Equipment, net accumulated depreciation of $3,585 and $1,893, respectively		1,651			2,070
Website Development Costs, net amortization of $-0-		5,500			–
Total Assets	$	47,134		$	499,144
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	3,583		$	110,564
Accounts payable – related parties		–			2,778
Accrued liabilities		–			240,625
Total Liabilities		3,583			353,967
Stockholders’ Equity
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value, None issued and outstanding		–			–
Common Stock, 500,000,000 shares authorized, $0.0001 par value 78,769,712 and 76,019,712 shares issued and outstanding, respectively		7,877			7,602
Additional Paid-in Capital		9,052,228			8,766,045
Deficit Accumulated During the Exploration Stage		(9,016,554	)		(8,628,470	)
Total Stockholders’ Equity		43,551			145,177
Total Liabilities and Stockholders’ Equity	$	47,134		$	499,144

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

F-2

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
Consolidated Statements of Expenses

								Accumulated
		For the			For the			from April 4,
		Year			Year			2006
		Ended			Ended			(Date of Inception)
		May 31,			May 31,			to May 31,
		2013			2012			2013
Expenses
General and administrative	$	333,780		$	824,834		$	3,009,466
Exploration mineral property costs		10,911			154,689			187,131
Professional fees		43,393			48,697			709,504
Total Expenses		388,084			1,028,220			3,906,101
Net Loss Before Other Expenses		(388,084	)		(1,028,220	)		(3,906,101	)
Other Income (Expenses)
Interest income		–			–			2,276
Miscellaneous income		–			–			1,467
Interest expense		–			–			(59,588	)
Accretion of convertible debenture discount		–			–			(31,396	)
Gain on disposal of property and equipment		–			–			7,277
Total Other Income (Expenses)		–			–			(79,964	)
Net Loss From Continuing Operations		(388,084	)		(1,028,220	)		(3,986,065	)
Results from discontinued operations		–			–			(5,030,489	)
Net Loss	$	(388,084	)	$	(1,028,220	)	$	(9,016,554	)
Net Loss Per Share – Basic and Diluted		(0.00	)		(0.02	)
Weighted Average Shares Outstanding		78,393,000			66,379,000

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

F-3

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
Consolidated Statements of Cash Flows

		For the			For the			Accumulated
		Year			Year			from April 4, 2006
		Ended			Ended			(Date of Inception)
		May 31,			May 31,			to May 31,
		2013			2012			2013
Operating Activities
Net loss	$	(388,084	)	$	(1,028,220	)	$	(9,016,554	)
Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		–			–			31,396
Depreciation and amortization		1,692			1,160			3,585
Shares issued for mineral property costs		–			22,500			2,323,600
Impairment of mineral property costs		–			–			2,230,125
Stock-based compensation		45,833			65,000			718,953
Gain on disposal of property and equipment		–			–			(7,277	)
Loss from discontinued operations		–			–			37,785
Bad debt expense		63,344			–			63,344
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		(106,981	)		323,281			579,884
Other receivables		451			2,978			(2,288	)
Prepaid expenses and other current assets		10,000			(18,451	)		(11,043	)
Due to related parties		(2,778	)		(101,222	)		(202,229	)
Net Cash Used in Operating Activities		(376,523	)		(732,974	)		(3,250,719	)
Investing Activities
Acquisition of mineral properties		–			–			(2,230,125	)
Acquisition of property and equipment		(1,273	)		(1,933	)		(89,969	)
Proceeds from disposition of subsidiaries		–			–			32,970
Proceeds from disposal of property and equipment		–			–			24,777
Proceeds from disposal of property and equipment in discontinued operations		–			–			12,496
Website development costs		(5,500	)		–			(5,500	)
Net Cash Used in Investing Activities		(6,773	)		(1,933	)		(2,255,351	)
Financing Activities
Advances from related parties		–			–			196,671
Repayments to related parties		–			–			(59,026	)
Advances to related party receivable		(63,344	)		–			(63,344	)
Proceeds from related party receivable		10,000			–			10,000
Proceeds from notes payable		–			–			61,694
Repayment of note payable		–			–			(73,362	)
Proceeds from loans payable		–			–			387,218
Repayment of loans payable		–			–			(25,000	)
Proceeds from the issuance of common stock		–			1,116,777			5,278,352
Proceeds from common stock subscription		30,000			–			40,350
Share issuance costs		–			–			(207,500	)
Net Cash Provided by (Used in) Financing Activities		(23,344	)		1,116,777			5,546,053
(Decrease) Increase In Cash		(406,640	)		381,870			39,983
Cash - Beginning of Period		446,623			64,753			–
Cash – End of Period	$	39,983		$	446,623		$	39,983
Non-Cash Investing and Financing Activities:

Convertible debt issued to settle loans payable	$	–		$	–		$	350,000
Convertible debt issued to settle related party advances	$	–		$	–		$	150,000
Common stock issued for mineral property acquisitions	$	–		$	–		$	2,201,100
Common stock issued for finders fee	$	–		$	–		$	100,000
Common stock issued for prior period accrued services	$	240,625		$	–		$	412,625
Disposal of property and equipment for debt settlement	$	–		$	–		$	16,952
Conversion of debt to stock	$	–		$	–		$	66,332
Issuance of stock for settlement of accrued interest	$	–		$	–		$	477,661
Supplemental Disclosures:
Interest paid	$	–		$	–		$	21,897
Income tax paid	$	–		$	–		$	–

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

F-4

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.)
(An Exploration Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficit)
For the Period from April 4, 2006 (Inception) to May 31, 2013

							Deficit
							Accumulated
			Common		Additional		During the
	Common Stock		Stock		Paid-in		Exploration
	Shares	Par Value	Subscribed		Capital		Stage		Total
	#	$	$		$		$		$
Balance – April 4, 2006 (Date of Inception)	–	–	–		–		–		–
May 8, 2006 - issuance of common shares for cash proceeds at $0.04 per share	50,000	5	–		1,995		–		2,000
May 20, 2006 - issuance of common shares for cash proceeds at $0.04 per share	2,500	–	–		100		–		100
May 26, 2006 - issuance of common shares for cash proceeds at $0.04 per share	2,500	–	–		100		–		100
May 31, 2006 - common shares subscribed at $40 per share	–	–	10,350		–		–		10,350
Net loss for the period	–	–	–		–		(6,416	)	(6,416	)
Balance – May 31, 2006	55,000	5	10,350		2,195		(6,416	)	6,134
July 1, 2006 - issuance of common shares for cash proceeds at $40 per share	1,318	–	(10,350	)	52,725		–		42,375
August 8, 2006 - issuance of common shares for acquisition of mineral property at $40 per share	5,000	1	–		199,999		–		200,000
September 28, 2006 - issuance of common shares for transfer agent expenses at $40 per share	300	–	–		12,000		–		12,000
May 7, 2007 - issuance of common shares for cash proceeds at $40 per share	50	–	–		2,000		–		2,000
May 7, 2007 - issuance of common shares for cash proceeds at $40 per share	500	–	–		20,000		–		20,000
May 7, 2007 - issuance of common shares for acquisition of mineral property at $40 per share	12,500	1	–		499,999		–		500,000
May 11, 2007 - issuance of common shares for mineral property finders fee at $40 per share	2,500	–	–		100,000		–		100,000
May 16, 2007 - issuance of common shares for cash proceeds at $100 per share	10,750	1	–		1,074,999		–		1,075,000
May 16, 2007 - issuance of common shares for finders fee at $100 per share	538	–	–		53,750		–		53,750
Stock-based compensation	–	–	–		134,999		–		134,999
Share issuance expenses	–	–	–		(53,750	)	–		(53,750	)
Net loss for the year	–	–	–		–		(1,663,949	)	(1,663,949	)
Balance – May 31, 2007	88,456	8	–		2,098,916		(1,670,365	)	428,559

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

F-5

							Deficit
							Accumulated
				Common	Additional		During the
	Common Stock			Stock	Paid-in		Exploration
	Shares		Par Value	Subscribed	Capital		Stage		Total
	#		$	$	$		$		$
Balance – May 31, 2007	88,456		8	–	2,098,916		(1,670,365	)	428,559
August 10, 2007 - issuance of common shares for cash proceeds at $200 per share	8,750		1	–	1,749,999		–		1,750,000
September 4, 2007 - issuance of common shares for cash proceeds at $200 per share	500		–	–	100,000		–		100,000
September 12, 2007 - issuance of common shares for cash proceeds at $200 per share	1,000		–	–	200,000		–		200,000
September 12, 2007 - issuance of common shares for cash proceeds at $200 per share	125		–	–	25,000		–		25,000
September 25, 2007 - issuance of common shares for cash proceeds at $200 per share	500		–	–	100,000		–		100,000
October 5, 2007 - issuance of common shares for cash proceeds at $200 per share	750		–	–	150,000		–		150,000
October 18, 2007 - issuance of common shares for cash proceeds at $200 per share	500		–	–	100,000		–		100,000
November 6, 2007 - issuance of common shares for cash proceeds at $200 per share	500		–	–	100,000		–		100,000
January 8, 2008 - issuance of common shares for mineral property at $200 per share	7,500		1	–	1,499,999		–		1,500,000
April 18, 2008 - issuance of common shares for consulting fees at $356 per share	125		–	–	44,500		–		44,500
April 21, 2008 - issuance of common shares for cash proceeds at $200 per share	75		–	–	15,000		–		15,000
May 7, 2008 - issuance of common shares for investor relations at $180 per share	625		–	–	112,500		–		112,500
Stock-based compensation	–		–	–	337,490		–		337,490
Share issuance expenses	–		–	–	(207,500	)	–		(207,500	)
Net loss for the year	–		–	–	–		(4,769,456	)	(4,769,456	)
Balance – May 31, 2008	109,406		10	–	6,425,904		(6,439,821	)	(13,907	)
October 9, 2008 - cancellation of common shares issued for investor relations at $180 per share	(625	)	–	–	(68,339	)	–		(68,339	)
September 24, 2008 - Fair value of warrants issued with convertible debentures	–		–	–	111,556		–		111,556
December 9, 2008 - issuance of common shares for consulting services at $12 per share	1,250		–	–	15,000		–		15,000
Net loss for the year	–		–	–	–		(622,429	)	(622,429	)
Balance – May 31, 2009	110,031		10	–	6,484,121		(7,062,250	)	(578,119	)

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

F-6

					Deficit
					Accumulated
			Common	Additional	During the
	Common Stock		Stock	Paid-in	Exploration
	Shares	Par Value	Subscribed	Capital	Stage		Total
	#	$	$	$	$		$
Balance – May 31, 2009	110,031	10	–	6,484,121	(7,062,250	)	(578,119	)
June 5, 2009 – issuance of common stock in lieu of interest at $4 per share	2,537	1	–	10,145	–		10,146
February 12, 2010 – issuance of common stock for mineral property at $4.40 per share	250	–	–	1,100	–		1,100
Gain on settlement of debt	–	–	–	453,987	–		453,987
Net loss for the year	–	–	–	–	(259,179	)	(259,179	)
Balance – May 31, 2010	112,818	11	–	6,949,353	(7,321,429	)	(372,065	)
August 20, 2010 – issuance of common stock in lieu of interest at $4 per share	5,918	1	–	23,673	–		23,674
December 16, 2010 - issuance of common shares for cash proceeds of $0.01 per share	15,000,000	1,500	–	148,500	–		150,000
February 10, 2011 - issuance of common shares for cash proceeds of $0.01 per share	35,000,000	3,500	–	346,500	–		350,000
February 25, 2011 - issuance of common shares for settlement of debt at $0.01 per share	540,000	54	–	5,346	–		5,400
April 5, 2011 - issuance of common shares for settlement of debt at $0.01 per share	1,000,000	100	–	9,900	–		10,000
April 18, 2011 - issuance of common shares for settlement of debt at $0.01 per share	5,093,200	509	–	50,423	–		50,932
Net loss for the year	–	–	–	–	(278,821	)	(278,821	)
Balance – May 31, 2011	56,751,936	5,675	–	7,533,695	(7,600,250	)	(60,880	)
September 30, 2011 – issuance of common shares for mineral property at $0.15 per share	150,000	15	–	22,485	–		22,500
October 12, 2011 – issuance of common shares for cash proceeds of $0.05 per share	14,300,000	1,430	–	713,570	–		715,000
January 25, 2012 – issuance of common shares for services at $0.13 per share	500,000	50	–	64,950	–		65,000
May 31, 2012 – issuance of common shares for services at $0.10 per share	4,017,776	402	–	401,375	–		401,777
Subscription receivable – issuance of common shares at $0.10 per share	300,000	30	–	29,970			30,000
Net loss for the year	–	–	–	–	(1,028,220	)	(1,028,220	)
Balance – May 31, 2012	76,019,712	7,602	–	8,766,045	(8,628,470	)	145,177
July 20, 2012 – issuance of common shares for prior accrued services at $0.105 per share	2,291,667	229	–	240,396	–		240,625
July 20, 2012- issuance of common shares for services $0.10 per share	458,333	46	--	45,787	--		45,833
Net loss for the year	–	–	–	–	(388,084	)	(388,084	)
Balance – May 31, 2013	78,769,712	7,877	–	9,052,228	(9,016,554	)	43,551

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

F-7

Notes to the Consolidated Financial Statements

1.	Nature of Operations and Continuance of Business

	The Company was incorporated in the State of Nevada on April 4, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. 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. Tierra does not currently have any assets, liabilities, nor operations.

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 May 31, 2013, the Company has working capital of $36,400 and an accumulated deficit of $9,016,554. 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 May 31, 2013, the Company had $39,983 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.	Summary of Significant Accounting Policies

	(a)	Principles of consolidation

		The consolidated financial statements include the accounts of Tierra Grande Resources Inc. and its wholly owned subsidiaries, 0887717 BC Ltd. and Tierra Grande Resources SAC. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany balances and transactions are eliminated upon consolidation.

	(b)	Use of Estimates

		The preparation of these financial statements in conformity with U.S. 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. The Company regularly evaluates estimates and assumptions related to long lived assets, stock-based compensation expense, and deferred income tax asset allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	(c)	Cash and Cash Equivalents

		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

F-8

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

3.	Summary of Significant Accounting Policies (continued)

	(d)	Property and Equipment

		Property and equipment comprised of computer is recorded at cost and amortized over 3 years using the straight line method.

	(e)	Website development costs

		Website development cost comprised of the development and rights of the Company website. All such assets are capitalized at their original cost and amortized over their estimated useful of 3 years. The website was placed into service during May 2013 and in the development stage. No amortization has been recognized as of May 31, 2013.

	(f)	Basic and Diluted Net Earnings (Loss) Per Share

		The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. A total of 25,000,000 (2012 – 25,000,000) outstanding warrants have been excluded from the years ended May 31, 2013 and 2012 as they would be anti-dilutive.

	(g)	Comprehensive Loss

		ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2013 and 2012 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

	(h)	Mineral Property Costs

		The Company has been in the exploration stage since its inception on April 4, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

	(i)	Asset Retirement Obligations

		The Company records the fair value of an asset retirement obligation as a liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets that result from the acquisition, construction, development and/or normal use of assets in accordance with ASC 440 Asset Retirement and Environmental Obligations . The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. As at May 31, 2013 and 2012, the Company has not incurred any asset retirement obligations.

F-9

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

3.	Summary of Significant Accounting Policies (continued)

	(j)	Long-Lived Assets

		In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	(k)	Financial Instruments

		ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

		The Company’s financial instruments consist principally of cash, other receivables, accounts payable and accounts payable to related parties.

		Pursuant to ASC 825, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

	(l)	Income Taxes

		Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-10

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

3.	Summary of Significant Accounting Policies (continued)

	(m)	Stock-Based Compensation

		The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation , and ASC 505, Equity based payments to non employees , using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

	(n)	Foreign Currency Translation

		The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 740 Foreign Currency Translation Matters , using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

	(o)	Recent Accounting Pronouncements

		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

	(p)	Reclassification

		Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

4.	Property and Equipment

			Net Book Value	Net Book Value
		Accumulated	May 31,	May 31,
	Cost	Amortization	2013	2012
	$	$	$	$

Computer	5,236	3,585	1,651	2,070

	Depreciation expense totaled $1,692 and $1,160 for the years ended May 31, 2013, and 2012, respectively.

5.	Mineral Properties

	a)	On August 23, 2010, 0887717 B.C. Ltd. a British Columbia company and wholly owned subsidiary of the Company, entered into an option agreement (the “Option Agreement”) with Murray Scott Morrison, pursuant to which the Company was granted the option to acquire a 100% interest in a mineral property located in the Greenwood Mining Division, British Columbia, Canada (the “Property”). In accordance with the provisions of the Option Agreement, the Company exercised its option by making a payment of $5,000 on the date of execution of the Option Agreement, incurring not less than $10,000 in expenditures related to exploration and development on the Property prior to September 30, 2010 and paying a sum of $1,000 before November 30, 2010. Pursuant to the terms of the Option Agreement, Mr. Morrison was granted a stock option to purchase up to 10% of the total issued and outstanding share capital of the Company at the total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the Property. The Stock Option expired after 36 months from the date of the Option Agreement.

	b)	On September 30, 2011, the Company entered into a Property Purchase Agreement (the “Agreement”) whereby the Company agreed to acquire an undivided 100% interest in 2 mineral claims located in the Province of British Columbia, Canada. In consideration for the mineral claims, the Company agreed to issue 150,000 shares of common stock with a fair value of $22,500. This was recognized as a cost for the mineral claims and expensed as incurred.

F-11

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

6.	Related Party Transactions and Balances

	a)	The Company recognized bad debt of $63,344 because as of May 31, 2013 the Company is not certain of recoverability of the other receivable due from the former Chairman.

	b)	During the year ended May 31, 2013, the Company paid its former Chairman management fees in the amount of $32,000 (2012 - $96,000).

	c)	On July 20, 2012, the Company issued an aggregate of 2,750,000 shares of common stock with a fair value of $286,458 to certain directors, officers and employees as compensation for services rendered from January 1, 2012 through June 30, 2012. See Footnote 7 for common stock.

	d)	On September 1, 2011, the Company entered into a Domain Purchase Agreement with the former Chairman of the Company whereby the Company purchased a domain name entitled Buckingham.com in consideration for $10,000, which is accounted for as compensation expense.

	e)	On January 25, 2012, the Company issued 500,000 shares of common stock with a fair value of $0.13 per share to a former director of the Company as a one-time incentive for joining the Company’s board of directors and other contributions to-date valued at $65,000

7.	Common Stock

	Common stock issued during the year ended May 31, 2013:

	a)	On July 20, 2012, the Company issued an aggregate of 2,750,000 shares of common stock with a fair value of $286,458 to certain directors, officers and employees as compensation for services rendered from January 1, 2012 through June 30, 2012. The Company recognized expense of $240,625 for the period from January 1, 2012 through May 31, 2012 during prior year while the remaining $45,833 was expensed during the current year ended May 31, 2013.

	b)	On March 1, 2013, the Company approved an increase in its number of authorized shares of common stock from 300,000,000 shares to 500,000,000 shares.

		Common stock issued during the year ended May 31, 2012:

	a)	On September 30, 2011, the Company issued 150,000 shares of common stock with a fair value of $0.15 per share pursuant to a Property Purchase Agreement.

	b)	On October 12, 2011, the Company issued 14,300,000 shares of common stock at $0.05 per share for total proceeds of $715,000 through private placement offerings.

	c)	On January 25, 2012, the Company issued 500,000 shares of common stock with a fair value of $0.13 per share to a former director of the Company as a one-time incentive for joining the Company’s board of directors and other contributions to-date valued at $65,000.

		On May 31, 2012, the Company issued 4,217,776 shares of common stock at $0.10 per share for total proceeds of $431,778 through private placement offerings. Of the total proceeds, the Company received $30,000 subsequent to year-end, the Company has shown $30,000 as subscription receivable on the balance sheet for the year ended May 31, 2012

F-12

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

8.	Share Purchase Warrants

	A summary of the changes in the Company’s common share purchase warrants is presented below:

			Weighted Average
	Warrants		Exercise Price
Outstanding at May 31, 2011	25,000,000	$	0.10
Granted	-		-
Exercised	-		-
Forfeited	-		-
Outstanding at May 31, 2012	25,000,000		0.10
Granted	-		-
Exercised	-		-
Forfeited	-		-
Outstanding at May 31, 2013	25,000,000	$	0.10

A summary of the Company’s outstanding common share purchase warrants as at May 31, 2013, and 2012, is presented below:

Number of Warrants	Exercise Price	Expiration Date
7,500,000	$ 0.10	February 11, 2014
17,500,000	$ 0.10	February 11, 2014
25,000,000

	On January 14, 2013, the Company extended the exercise period of the 25,000,000 warrants expiring on February 11, 2013 to February 11, 2014. The warrants extended are investor warrants; thus, under ASC 718-10- 15 these are not employee services or non employee services and would be scoped out of ASC 718 and ASC 505 and therefore no accounting is required for the modification.

	As at May 31, 2013, the intrinsic value of the common share purchase warrants was $0.

9.	Stock Options

	On March 1, 2013, the Company approved a 2012 Stock Incentive Plan. The plan allows the Company to grant stock options; restricted stock rights; restricted stock; performance shares; performance share units; and stock appreciation rights to employees, officers, directors and consultants. The total number of shares subject to all awards under the plan is 15,000,000 shares of common stock.

10.	Commitments

	On January 13, 2012, the Company entered into a Strategic Alliance Agreement with Mining Plus (Pty) Ltd. (“Mining Plus”), pursuant to which the Company and Mining Plus agreed to cooperate in respect of project generation and review and the development of projects once identified, as well as consider how best to exploit common interests and derive the potential benefits arising from such common interests.

	The Company leased premises, at the rate of $476 per month, located at Suite 418-831 Royal Gorge Blvd, Canon City, Colorado 81212, from where the Company oversaw its business activities. This agreement was effectively terminated in February 2013 and the Company now oversees its business activities from a location in Western Australia currently at no cost.

	The Company pays $175 per year to a corporation in Nevada for acting as its resident agent in Nevada.

11.	Income Taxes

	The Company has a net operating loss carryforward of $3,789,797 available to offset taxable income in future years which commence expiring in fiscal 2029.

	The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of recovery for income taxes at the United States federal statutory rate compared to the Company’s income tax recovery reported is as follows:

F-13

Tierra Grande Resources Inc.
(Formerly Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements

	May 31,		May 31,
	2013		2012
	$		$
Income tax recovery at statutory rate	(135,829	)	(359,877	)
Non-deductible expenses	16,042		30,625
Change in valuation allowance	119,787		329,552

Provision for income taxes	–		–

The significant components of deferred income tax assets and liabilities at May 31, 2013, and 2012, are as follows:

	May 31,		May 31,
	2013		2012
	$		$

Net operating loss carryforward	1,326,430		1,206,141
Valuation allowance	(1,326,430	)	(1,206,141	)

Net deferred income tax asset	–		–

F-14

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting 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 May 31, 2013. 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 under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of the end of the period covered by this annual report, that, due to weaknesses in our internal controls described below, 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 accounting officer to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our principal executive officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2013 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, 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. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2012, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

1.	Lack of proper segregation of duties due to limited personnel.

2.	Lack of a formal review process that includes multiple levels of review, resulting in an adjustment to related party other receivable

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

In light of the existence 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 internal controls.

As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.

MaloneBailey LLP, an independent registered public accounting firm, is not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of May 31, 2013 pursuant to rules of the SEC.

Changes in Internal Control

During the quarter ended May 31, 2013, 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.

Item 9A(T). Controls and Procedures

Not Applicable.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Corporate Governance

Management and Directors

Our current directors and executive officers are as follows. We plan to appoint additional directors and officers to manage our business going forward.

Name	Age	Position
Simon Eley	40	Director and Chairman
Mark Kalajzich	32	President and Chief Executive Officer
Allister Blyth	31	Chief Financial Officer
Andrew Gasmier	40	Director
Brad Evans	37	Director

Our directors serve as directors until our next annual shareholders’ meeting or until a successor is elected and qualified. Officers hold their positions at the discretion of the Board of Directors. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Simon Eley, Chairman and Director

Mr. Eley has been a director since December 20, 2010, Chief Executive Officer since September 22, 2011 and Chief Financial Officer since September 12, 2012. He is an Australian solicitor with wide experience in the resources sector. Mr. Eley is currently a director of Auricup Resources Ltd and was a director of Aragon Resources Ltd. He led the team that secured the Central Murchison Gold Project which became Aragon's core asset with approximately 2 million ounces in JORC compliant resources. Aragon was taken over by Westgold Resources Ltd in 2011 valuing Aragon at $76 million. He worked for Woodside in Mauritania, West Africa in an advisory and commercial role dealing with government, joint venture partners and local and international contractors. He has also worked for Aquila Resources, Manhattan Corporation, Clough and Clayton Utz. Mr. Eley’s experience includes capital raisings, corporate matters, various commercial arrangements (including joint venture and farm-in agreements), and matters relating to mining law, toll treatment arrangements, litigation and alternative dispute resolution. At Aquila and Manhattan he was engaged in corporate management and strategy. He also has hands on experience in operating base metal and gold mines in Western Australia and the Northern Territory.

Mark Kalajzich, President and Chief Executive Officer

Mr. Kalajzich has been our President and Chief Executive Officer since June 20, 2013. Mr. Kalajzich has held senior executive roles in the Telecommunications, Workforce Management and Retail sectors in Australia and Asia. He also has significant experience in Equity Capital Markets and Stock Broking with a fundamental focus of Global Resources and Commodities. He has been heavily involved in the operation and listing of resource companies and for the past 2 years, and has successfully foundered and held Executive Director roles in a number of successful start-up entities. Mr. Kalajzich continues to hold a Directors role in the Private Venture Capital and Greenfields Investment Company, Chapman Valley Capital. Throughout these positions, he has traditionally focused on the creation of corporate structures, the execution of capital management strategies and driven change through management outcomes.

Allister Blyth, Chief Financial Officer

Mr. Blyth has been Chief Financial Officer since December 3, 2012. Mr. Blyth is a Certified Practicing Accountant in Australia with over 10 years of experience with both the public and private companies and specializes in financial management, reporting and strategic corporate planning. He has held financial controller and senior management positions with companies across various industries including mining exploration and development, and has been responsible for reporting compliance for various companies. Mr. Blyth has also actively participated in establishing a start-up exploration company in Australia. Mr. Blyth is a partner at Blyth Partners, a distinguished public accounting and business advisory firm based in Subiaco, Western Australia.

Andrew Gasmier, Director

Mr. Gasmier is a West Australian School of Mines educated Mining Engineer with over 16 years’ experience in both underground and open pit operations. He has extensive experience in the assessment, evaluation and feasibility of mineral projects in Africa, Australia, Laos and Russia. Mr. Gasmier has held General Management roles in operations in Queensland and Western Australia, and in the past five years Mr. Gasmier has held senior positions for Metals X, Monarch Gold, AngloGold Ashanti and Mining Plus. Mr. Gasmier is a current member of AusIMM, holds First Class Mine Managers Certificate of Competency and holds a West Australian Underground Supervisor’s Certificate of Competency.

Brad Evans, Director

Mr. Evans has been the General Manager of Mining Plus Pty. Ltd. for the past five years and has more than 15 years of experience in the mining industry in a diverse range of roles, from production, planning and management of mine sites, to organizational leadership. He has led the growth in Mining Plus from 10 to 70 employees with five offices around the world. Mr. Evans has a Bachelor of Engineering (Mining) degree from the University of Ballarat in Australia and holds a Mine Managers Certificates of Competency in Western Australia and New South Wales.

Significant Employees

Other than our officers, there are no other individuals that make a significant contribution to our business.

Family Relationships

There are no family relationships among our directors and officers.

Other Directorships

None of our directors or proposed directors currently hold, or within the past five years have held, directorships in companies with a class of securities registered pursuant to Section 12 of the Exchange Act or that are subject to the requirements of Section 15(d) of such Act.

Involvement in Certain Legal Proceedings

We are not a party to any material legal proceedings. In addition, to our knowledge, no director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material legal proceeding.

None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Corporate Governance

Director Independence

Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. We evaluate independence by the standards for director independence set forth in the NYSE MKT Marketplace Rules.

Under these rules, a director or proposed direrctor is not considered to be independent if he or she also is an executive officer or employee of the Company or has loaned funds to us within the past two years. As a result, Mr. Eley and Mr. Kalajzich would not be considered independent because each serves as an officer of our company. Our other directors or proposed directors, Mr. Gasmier, Mr. Evans, Mr. Cardozo and Mr. Ferrero, would be considered independent under these rules.

Board of Directors’ Meetings

During the fiscal year ended March 31, 2013, our board of directors did not formally meet. Our board conducted all business and approved all corporate actions during the fiscal year ended March 31, 2013 by the unanimous written consent of its members in the absence of formal board meetings.

Committees of the Board of Directors

As our common stock is not presently listed for trading or quotation on a national securities exchange or NASDAQ, we are not presently required to have board committees.

We currently have an audit committee comprised of our current directors and Allister Blyth, our CFO. Mr. Blyth is considered a “financial expert” under applicable rules. The purpose of the Audit Committee is, among other things, to assist the board in its oversight of the integrity of our financial statements and other relevant public disclosures, our compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors.

Due to our small size and limited operations to date, we do not presently have a nominating committee, compensation committee or other committee performing similar functions. We have not adopted any procedures by which security holders may recommend nominees to our board, and we do not have a diversity policy.

Code of Ethics

Due to our small size and limited operations to date, we have not adopted a formal code of ethics. Our Board has found that the fiduciary duties placed on individual directors by applicable legislation and the restrictions placed by applicable legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of our company.

Board Leadership Structure and Role on Risk Oversight

At present, we have determined our current leadership structure, comprised of our directors and officers, is appropriate due to our small size and limited operations and resources.

We have no policy requiring the combination or separation of the Principal Executive Officer and Chairman roles and our governing documents do not mandate a particular structure. Our directors recognize that the leadership structure and the combination or separation of these leadership roles is driven by our needs at any point in time.

Our directors are involved in the general oversight of risks that could affect our business and they will continue to evaluate our leadership structure and modify such structure as appropriate based on our size, resources and operations.

Stockholder Communication with the Board of Directors

Stockholders may send communications to our board of directors by writing to us at PO Box 116, West Perth 6872, Western Australia, Australia, Attention: President.

Other Information

We are required to file periodic reports, proxy statements and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC, 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of these reports by accessing the SEC’s website at http://www.sec.gov. You may also send communications to our board of directors at Tierra Grande Resources Inc., PO Box 116, West Perth 6872, Western Australia, Australia, Attention: President.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based on information provided to us, all such reports have been filed under Section 16(a) of the Securities Exchange Act of 1934 in a timely manner since the filing of our annual report on Form 10-K for the year ended May 31, 2012, except that Allister Blyth and Brad Evans were late in filing a Form 3, and Andrew Gasmier was late in filing a Form 3 and Form 4.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth, as of May 31, 2013, the compensation paid to our principal executive officers during the last two completed fiscal years.

Summary Compensation Table
Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compen sation	Nonqualified Deferred Compensation Earnings	All Other Compen sation	Total
		($)	($)	($)	($)		($)	($)	($)
C. Robin	2013	$32,000	0	0	0	0	0	0	$32,000
Relph (1)	2012	$96,000	0	0	0	0	0	0	$96,000
Simon	2013	0	0	0	0	0	0	0	0
Eley(1)	2012	$56,000	0	0	0	0	0	0	$56,000

(1)

Christopher Robin Relph was our President, Chief Executive Officer and Chief Financial Officer during the year ended May 31, 2011 and until September 2011, when Simon Eley was appointed our President and Chief Executive Officer in place of Mr. Relph, who was appointed our Chairman and remained as Chief Financial Officer. Mr. Eley replaced Mr. Relph as Chief Financial Officer in September 2012 upon the resignation of Mr. Relph as a director and officer of our company.

Option Grants

We did not grant any stock options or other similar securities to our directors or officers during the years ended May 31, 2012 or 2013. Our directors and officers do not own any stock options or other similar securities of our company, except that Mr. Relph (a director and officer until September 2012) holds warrants to acquire up to two million shares at a price of $0.10 per share expiring February 11, 2013. See “Security Ownership of Certain Beneficial Owners and Management”.

Management Agreements

We had agreed to pay Robin Relph, an officer and director until September 2012, CDN$8,000 for his services. Mr. Relph resigned as a director and officer of our company in September 2012.

Compensation upon Change of Control

As of May 31, 2013, we had no pension plans or compensatory plans or other arrangements, which provide compensation in the event of the termination of directors, officers or employees or a change in control of our company.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans pursuant to which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation of Directors

We did not pay director's fees or other cash compensation to our directors for services rendered as directors in the year ended May 31, 2012 or 2013. We have no standard arrangements pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. No director has received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the ownership, as of the Record Date, of our common stock by each of our directors, director nominees and executive officers, by all of our executive officers, directors and director nominees as a group and by each person known to us to be the beneficial owner of more than 5% of any class of our securities. As of the Record Date, there were 78,769,712 shares of our common stock issued and outstanding. All persons named have sole voting and investment power with respect to the securities held by them, except as otherwise noted. The number of securities described below includes shares which the beneficial owner has the right to acquire within 60 days of the date of this Information Statement.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Simon Eley	1,850,000(1)	2.3%
Common Stock	Andrew Gasmier	1,000,000	1.3%
Common Stock	Brad Evans	150,000(2)	0.2%
Common Stock	Mark Kalajzich	0	0%
Common Stock	Miguel Cardozo	0	0%
Common Stock	Eduardo Ferrero	0	0%
All Officers, Directors and Director Nominees as a Group		3,000,000(1)(2)	3.8%

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Christopher Robin Relph	6,805,208(3)	8.4%
Common Stock	Aviador Corporation Pty. Ltd.	22,500,000(4)	26.1%
Common Stock	BC & N Pollard ATF Geovet Family Trust	5,400,000(5)	6.7%
Common Stock	Six Fingers Pty Ltd.	8,160,000(6)	10.1%
Common Stock	Smart Train Australian Pty Ltd.	5,400,000(7)	6.7%
Common Stock	Resmin Pty Ltd.	4,500,000(8)	5.6%

(1)	In addition, Aviador Corporation Pty. Ltd. (“Aviador”) owns 15,000,000 shares of common stock and warrants to acquire 7,500,000 shares of common stock of the Company and Resmin Pty Ltd. (“Resmin”) owns 3,000,000 shares of common stock and warrants to acquire 1,500,000 shares of common stock of the Company. Mr. Eley is a director of both Aviador and Resmin and disclaims beneficial ownership of these securities as investment and voting control over these securities rests with the board of directors of Aviador and Resmin, respectively.
(2)	These shares are held by CLM Resources Pty. Ltd. Mr. Evans is a director and officer of CLM Resources and disclaims beneficial ownership of these securities as investment and voting control over these securities rests with the board of directors of CLM Resources. The shareholder of CLM Resources is Kylie Evans (wife of Brad Evans).
(3)	Mr. Relph resigned as a director and officer in September 2012. Represents 4,805,208 shares of common stock and warrants to acquire 2,000,000 shares of common stock of the Company held by Mr. Relph.
(4)	Represents 15,000,000 shares of common stock and warrants to acquire 7,500,000 shares of common stock of the Company. The shareholders of Aviador are: (i) Six Fingers Pty Ltd ATF Six Fingers Discretionary Trust (of which the shareholder is Six Fingers Pty Ltd, and the shareholders of Six Fingers Pty Ltd are Benjamin Auld and Alison Auld), (ii) Benjamin Craig Pollard & Neeta Pollard ATF Geovet Family Trust (of which the trustees and beneficiaries are Benjamin Craig Pollard & Neeta Pollard), (iii) Allister Leon Blyth ATF Gabal Trust (of which the trustee and beneficiary is Allister Blyth), (iv) Resmin Pty Ltd ATF SPE Investment Trust (of which the trustee and beneficiary is Simon Eley), (v) Smart Train Australia Pty Ltd ATF Byrne Family Trust (of which the trustees and beneficiaries are Tobias Byrne and Bianca Byrne), and (vi) Richard Paul Pappas ATF Pappas Family Trust (of which the trustee and beneficiary is Richard Paul Pappas).
(5)	Represents 3,600,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company. The trustees and beneficiaries of the trust are Benjamin Craig Pollard & Neeta Pollard.
(6)	Represents 6,360,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company. The shareholders of Six Fingers Pty Ltd. are Benjamin Auld and Alison Auld.
(7)	Represents 3,600,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company. The shareholder of Smart Train is Smart Train Australia Pty Ltd ATF Byrne Family Trust (of which the trustees and beneficiaries are Tobias Byrne and Bianca Byrne).
(8)	Represents 3,000,000 shares of common stock and warrants to acquire 1,500,000 shares of common stock of the Company. The shareholder of Resmin is Simon Eley.

Item 13. Certain Relationships and Related Transactions, and Director Independence

During the years ended May 31, 2013 and 2012, we incurred management fees of $32,000 and $96,000, respectively, to Christopher Robin Relph, the former Chairman of the Company. On September 1, 2011, we entered into a Domain Purchase Agreement with Mr. Relph whereby we purchased the domain name Buckingham.com in consideration for $10,000.

As of May 31, 2013, we recognized bad debt of $63,344 due to the uncertainty of recoverability of a receivable due from Mr. Relph.

On January 25, 2012, we issued 500,000 shares of common stock to a former director of the Company as a one-time incentive for joining the Company’s board of directors and other contributions to-date.

On July 20, 2012, we issued an aggregate of 2,750,000 shares of common stock to certain directors, officers and employees as compensation for services rendered from January 1, 2012 to June 30, 2012 to conserve capital.

Other than as described above, since the beginning of our last fiscal year, we have not entered into any transactions, and there are no currently proposed transactions, with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

While we do not have any special committee, policy or procedure related to the review, approval or ratification of transactions with related persons, our board of directors reviews all such transactions.

Item 14. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our auditors, Malone Bailey LLP, for the audit of our annual financial statements for the years ended May 31, 2012 and 2013 and any other fees billed for other services rendered by Malone Bailey LLP during these periods.

	Year Ended May 31, 2012	Year Ended May 31, 2013

Audit fees	$25,920	$18,000
Audit-related fees	0	0
Tax fees	0	0
All other fees	0	0
Total	$25,920	$18,000

Since our inception, our Board of Directors, performing the duties of the Audit Committee, reviews all audit and non-audit related fees at least annually. The Board of Directors as the Audit Committee pre-approved all audit related services in fiscal 2013.

PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statement Schedules

None.

Exhibits

Exhibit	Exhibit
Number	Description
3.1	Articles of Incorporation(1)
3.2	Amendment to Articles of Incorporation(2)
3.3	Bylaws(2)
4.1	2012 Stock Incentive Plan (3)
10.1	Property Purchase Agreement with Jason McLaughlin dated September 30, 2011(4)
10.2	Domain Purchase Agreement with Christopher Robin Relph dated September 22, 2011(5)
10.3	Debt Conversion Agreements with various investors (6)
10.4	Option Agreement between 0887717 B.C. Ltd. and Mr. M. S. Morrison dated August 23, 2010 (7)
16.1	Letter Re: Change in Certifying Accountant(8)
21.1	Subsidiaries of the Registrant – 0887717 B.C. Ltd. (100%) and Tierra Grande Resources SAC (100%).
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
99.1	Audit Committee Charter dated September 25, 2009 (9)

(1)	Included as an exhibit with our Form SB-2 filed October 13, 2006.
(2)	Included as an exhibit with our Form 8-K filed February 1, 2011.
(3)	Included as an exhibit with our Form 8-K filed April 11, 2013.
(4)	Included as an exhibit with our Form 8-K filed October 3, 2011.
(5)	Included as an exhibit with our Form 8-K filed September 23, 2011.
(6)	Included as an exhibit with our Form 8-K filed June 2, 2011.
(7)	Included as an exhibit with our Form 8-K filed August 26, 2010.
(8)	Included as an exhibit with our Form 8-K filed on October 26, 2010.
(9)	Included as an exhibit with our Form 10-Q filed on January 19, 2010.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	TIERRA GRANDE RESOURCES INC.

Date: September 13, 2013	By:	/s/ Mark Kalajzich
		Mark Kalajzich
		President and Chief Executive Officer

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE

/s/ Simon Eley	Director and Chairman	September 13, 2013
Simon Eley

	President and Chief Executive
/s/ Mark Kalajzich	Officer	September 13, 2013
Mark Kalajzich

/s/ Allister Blyth	Chief Financial Officer	September 13, 2013
Allister Blyth

/s/ Andrew Gasmier	Director	September 13, 2013
Andrew Gasmier

/s/ Brad Evans	Director	September 13, 2013
Brad Evans