UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
x | Preliminary Information Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) |
¨ | Definitive Information Statement |
TIERRA GRANDE RESOURCES, INC.
(Exact name of registrant as specified in charter)
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x | No fee required |
¨ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act
of 1934 as amended
Tierra Grande Resources, Inc.
3209 Utah Ave S,
Seattle, Washington 98134
GENERAL INFORMATION
This Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.0001 per share (the “Common Stock”), of Tierra Grande Resources, Inc., a Nevada Corporation (the “Company”), to notify such Stockholders that on or about June 6, 2015, the Company received written consents in lieu of a meeting of Stockholders from holders of 424,880,459 shares of voting securities representing approximately 66.80% of the634,345,251total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve the following:
(1) to change the name of the Company to “VNUE, Inc.” (the “Name Change”); and
(2) to change the trading symbol of the Company from “TGRI” to “VNUE”.
On June 6, 2015, the Board of Directors of the Company approved the Name Change, subject to Stockholder approval. The Majority Stockholders approved the Name Change by written consent in lieu of a meeting on June 6, 2015. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Name Change. The Name Change will become effective when we file the Certificate of Amendment (the “Amendment”) with the Secretary of State of the State of Nevada twenty (20) days after the Definitive Information Statement is filed and mailed to Stockholders of Record and is subject to FINRA approval. The Symbol Change will not become effective unless and until we receive FINRA approval.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Date: June 15, 2015 | For the Board of Directors of | |
TIERRA GRANDE RESOURCES, INC. | ||
By: | /s/ Matthew Carona | |
Matthew Carona | ||
Chief Executive Officer and Director |
RECOMMENDATION OF THE BOARD OF DIRECTORS
ACTIONS TO BE TAKEN
ACTION I - NAME CHANGE
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has determined that since the Company intends to focus on the business model of VNUE, Inc., our wholly owned subsidiary, the Name Change and Symbol Change better reflect the nature of the Company’s new business direction.
Purpose of the Name Change
On June 6, 2015, the Company’s Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities approved a resolution authorizing the Company to amend the Articles of Incorporation to change the Company’s name to VNUE, Inc. The Board believes that the Name Change better reflects the nature of the Company’s anticipated operations and that a corresponding trading symbol change would be consistent.
Amended Certificate of Incorporation
Upon the effectiveness and on the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s Certificate of Amendment to the Articles of Incorporation filed with the State of Nevada in order to effect the name change.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
1.
any director or officer of our Company since the commencement of our last completed financial year;
2.
any proposed nominee for election as a director of our Company; and
3.
any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in the section entitled "Security Ownership of Certain Beneficial Owners and Management." To our knowledge, no director has advised that he intends to oppose the Name Change as more particularly described herein.
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 750,000,000 shares of Common Stock, par value $0.0001 per share, of which634,345,251 shares are outstanding as of June 6, 2015 (the “Record Date”).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Company’s common stock owned on the Record Date by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:
Name of Beneficial Owner | Number of Common Shares Owned | Percent of Class | ||||||
Matthew Carona, CEO | 245,576,531 | 38.7 | % | |||||
Louis Mann, President | 51,885,591 | 8.1 | % | |||||
Collin Howard, CFO | 45,559,177 | 7.1 | % | |||||
Directors and Officers Total | 343,021,229 | 53.9 | % | |||||
Christopher Mann | 81,858,860 | 12.9 | % |
DISSENTER’S RIGHTS OF APPRAISAL
The Stockholders have no right under Nevada Corporate Law, the Company’s Articles of Incorporation consistent with above, or ByLaws to dissent from any of the provisions adopted in the Amendment.
EFFECTIVE DATE OF NAME CHANGE
Pursuant to Rule 14c-2 under the Exchange Act, the Name Change shall not be effective with the Secretary of State of Nevada until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the action contemplated hereby will be effective on or about the close of business on July 13, 2015.
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above action. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our Stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2015 | TIERRA GRANDE RESOURCES, INC. | |
By: | /s/ Matthew Carona | |
Matthew Carona | ||
CEO |