Amended Current Report Filing (8-k/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A3

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 11, 2014

 

RIMROCK GOLD CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		333-149552		75-3266961
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3651 Lindell Rd. Suite D155

Las Vegas, NV 89103

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  1-800-854-7970

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):

 

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

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Explanatory Note

 

This Third Amendment to the Current Report filed on Form 8-K /A (this “ Third Amendment”) is being filed to incorporate changes to the Current Report on Form 8-K /A filed by Rimrock Gold Corp. (the “Company”) on December 18, 2013, as amended on December 20, 2013 and June 10, 2014 (the “Form 8-K”) to : (i) include the date on which we determined that the financial statements included in its Annual Report on Form 10-K for the year ended August 31, 2013 could no longer be relied on, (ii) disclose that the financial statements for the fiscal year ended August 31, 2012 were impacted by the restatement, and (iii) clarify that the Company’s board of directors, in the absence of an audit committee, discussed the matters disclosed in the filing with our independent accountant.

Unless otherwise disclosed herein, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the filing of the Form 8-K, as amended, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this Third Amendment. This Third Amendment should be read in conjunction with the Form 8-K , as amended and the Company’s filings made with the SEC subsequent to the Form 8-K , as amended , including any amendments to those filings.

 

Item 4.01. Changes in Registrant’s Certifying Accountant

Previous Independent Auditors :

(a)	On December 12, 2013, the Company dismissed the registered independent public accountant, DNTW.
(b)	DNTW’s reports on the financial statements for the years ended August 31, 2013 and August 31, 2012 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the reports contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.
(c)	Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the years ended August 31, 2013, August 31, 2012 and through December 12, 2013 (date of dismissal), there have been no disagreements with DNTW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of the DNTW would have caused them to make reference thereto in their report on the financial statements.
(d)	We have authorized DNTW to respond fully to the inquiries of the successor accountant.
(e)	During the years ended August 31, 2013, August 31, 2012 and through December 12, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(v) of Regulation S-K.
(f)	Effective February 28, 2013, the DNTW partnership has been dissolved. Therefore, the Company is unable to obtain a letter, pursuant to Item 304(a)(3) of Regulation S-K, to include as Exhibit 16 to this Form 8-K/A.

Effective March 6, 2014 our predecessor auditor, DNTW, is no longer registered with the PCAOB and on May 20, 2014 the SEC denied the two partners of DNTW the privilege of appearing or practicing before the SEC as accountants. A copy of the order at http://www.sec.gov/litigation/admin/2014/34-72199.pdf . We, therefore, are no longer allowed to include any audit report issued by DNTW in any filing with the SEC on or after May 20, 2014. As disclosed below, on December 12, 2013, we engaged our newly appointed accounting firm, Schwartz Levitsky Feldman LLP, Chartered Accountant (the “New Auditor”). The New Auditor has previously re-audited our fiscal year ended August 31, 2013, included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2013. Our financial statements for the year ended August 31, 2012 are deemed to be unaudited.

 

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On June 9, 2014, the SEC granted the Company’s request that the inception-to date financial statements for the period June 5, 2003 (inception) to the year ended August 31, 2013 be deemed acceptable as unaudited, and be labeled as “Unaudited.” One June 12, 2014, we filed a second amendment to our Annual Report on Form 10-K for the year ended August 31, 2013 (the “Second 10-K Amendment”) to amend our Form 10-K for the year ended August 31, 2013, and label our financials for the year ended August 31, 2012 and for the period from inception (June 5, 2003) to August 31, 2013 as un-audited.  We shall then have a firm that is permitted to practice before the SEC and is registered with the PCAOB re-audit the August 31, 2012 financial statements and file a third amendment to our Annual Report on Form 10-K for the year ended August 31, 2013 (the “Third 10-K Amendment”) to include audited financials for August 31, 2012 and August 31, 2013, and the period from inception (June 5, 2003) to August 31, 2013 remaining un-audited. The financials for the year ended August 31, 2013, excluding the inception to date cumulative date financial data, remains audited.

 

New Independent Auditors :

On December 12, 2013, the Company engaged Schwartz Levitsky Feldman LLP, Chartered Accountants (New Auditor) as its new registered independent public accountant. During the years ended August 31, 2013, August 31, 2012 and prior to December 12, 2013. (the date of the new engagement), we did not consult with New Auditor regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by New Auditor, in either case where written or oral advice provided by New Auditor would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively). 

 

Item 4.02  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 11, 2014 Company filed an amendment to its Annual Report on Form 10-K for the year ended August 31, 2013 (the “First 10-K Amendment”) because it determined on January 17, 2014 that the financial statements included in its Annual Report on Form 10-K for the year ended August 31, 2013, including our financial statements for the fiscal year ended August 31, 2012, as filed on November 15, 2013, should no longer be relied on.

In the amended filing, the Company made adjustments to its consolidated balance sheet, consolidated statement of operations and comprehensive loss, consolidated statement of Stockholder’s equity, and consolidated statement of cash flows at August 31, 2013 and 2012 due to an adjustment to the valuation of mining property claims and adjustments in the application of the beneficial conversion features calculation on convertible debentures. The Company originally accounted for the acquisition of mineral rights as a “Purchase of Assets” under the guidance of ASC 505 in which the acquired property were recorded on the fair value of the Company’s common stock issued, which was determined based on a recent private placement transaction adjusted for fair value of warrants issued under that transaction. In further review, the Company determined that the property was under common control at the date of acquisition. Therefore the transaction should have been accounted for as an exchange of assets between entities under common control. The guidance ASC 805-50-30-56 requires the entity receiving the equity interests to initially measure the recognized assets and liabilities transferred at the carrying amounts in the accounts of the transferring entities at the date of transfer. The Company originally accounted for their convertible debenture under the guidance of FASB 470-20-25-23, which requires determining the carrying amount of the liability component first, and then determining the carrying amount of the equity component represented by the embedded conversion option. In further review, the Company determined the convertible debenture is not within the scope of the Cash conversion Subsections, and should calculate the intrinsic value for its beneficial conversion feature under the guidance of FASB 470-20-25-4. The restatement also adjusted accumulated other comprehensive loss to deficit accumulated during the exploration stage for realization of loss on available for sale securities and derecognizing translation adjustments.

 

The restatement impacted our financial statements for the years ended August 31, 2013 and 2012, and for the interim periods ended November 30, 2012 (restated in our Quarterly Report on Form 10-Q for the period ended November 30, 2013), February 28, 2013 (restated in our Quarterly Report on Form 10-Q for the period ended February 28, 2014), and May 31, 2013 (to be restated in our Quarterly Report on Form 10-Q for the period ended May 31, 2014).  These are the only reporting periods impacted by the restatement.  In addition, any press releases containing financial information for such periods should not be relied upon.

 

 

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The adjustments contained in the First Amendment, as adjusted pursuant to the Second 10-K Amendment are disclosed below:

 

a.	Reconciliation of Consolidated Balance Sheet as at August 31, 2013

 

Consolidated Balance Sheet as at August 31, 2013

 

		August 31, 2013 Previously stated				August 31, 2013 Adjustments				August 31, 2013 Restated
ASSETS
Current Assets
Cash		$	36,449							$	36,449
Prepaid and sundry			80,596								80,596
Total Current Assets			117,045								117,045
Long Term Assets
Mineral property claims (1)			3,327,117				(2,947,147	)			379,970
Equipment			758								758
Total Long Term Assets			3,327,875				(2,947,147	)			380,728
Total Assets		$	3,444,920				(2,947,147	)		$	497,773
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		$	8,603							$	8,603
Convertible notes payable			-								16,109
Advances from a related party			16,109								-
Total Liabilities			24,712								24,712
Stockholders' Equity
Capital stock ,  $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489  (August 31, 2012 – 7,420,109)			34,615								34,615
Additional paid-in capital (2)			5,962,315				(2,476,830	)			3,485,485
Accumulated other comprehensive loss (3)			(9,802	)			9,802				-
Deficit accumulated during the exploration stage (4)			(2,566,920	)			(480,119	)			(3,047,039	)
Total Stockholders' Equity			3,420,208				(2,947,147	)			473,061
Total Liabilities and Stockholders' Equity		$	3,444,920				(2,947,147	)		$	497,773

 

 

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Consolidated Balance Sheet as at August 31, 2012 (Unaudited)

 

		August 31, 2012 Previously stated (Unaudited)				August 31, 2012 Adjustments (Unaudited)			August 31, 2012 Restated (Unaudited)
ASSETS
Current Assets
Cash		$	11,191			-				$	11,191
Prepaid and sundry			11,129			-					11,129
Total Current Assets			22,320			-					22,320
Long Term Assets
Mineral property claims			133,108			-					133,108
Equipment			958			-					958
Total Long Term Assets			134,066			-					134,066
Total Assets		$	156,386			-				$	156,386
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		$	32,539			-				$	32,539
Convertible notes payable (5)			111,330				(74,872	)			36,458
Advances from a related party			-								-
Total Liabilities			143,869				(74,872	)			68,997
Stockholders' Equity
Capital stock ,  $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489  (August 31, 2012 – 7,420,109)			7,420								7,420
Additional paid-in capital (5)			1,782,951				118,200				1,901,151
Accumulated other comprehensive loss (3)			(9,540	)			9,540				0
Deficit accumulated during the development stage (6)			(1,768,314	)			(52,868	)			(1,821,182	)
Total Stockholders' Equity			12,517				74,872				87,389
Total Liabilities and Stockholders' Equity		$	156,386				-			$	156,386

 

 

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b.	Reconciliation of Consolidated statements of operations and comprehensive loss for the year ended August 31, 2013

 

		For the Year  Ended August 31, 2013 (Previously stated)				For the Year  Ended  August 31, 2013 (Adjustment)				For the Year  Ended August 31, 2013 (Restated)
EXPENSES
Professional fees (7)		$	513,954			$	352,117			$	866,071
Mineral property claims maintenance fee			91,140				-				91,140
Exploration			4,017				-				4,017
Advertising and promotion			7,526				-				7,526
Telecommunications			6,422				-				6,422
Rent and occupancy costs			16,450				-				16,450
Office and general			16,886				-				16,886
Interest and bank charges (5)			8,903				74,872				83,775
Foreign currency exchange loss (8)			-				262				262
Depreciation			200				-				200
TOTAL OPERATING EXPENSES			665,498				427,251				1,092,749
LOSS FROM OPERATIONS			(665,498	)			427,251				(1,092,749	)
Interest income			-				-				-
Impairment of mineral property claims			(133,108	)			-				(133,108	)
Impairment of convertible note receivable			-				-				-
LOSS FROM CONTINUING OPERATIONS BEFORE TAX			(798,606	)			(427,251	)			(1,225,857	)
Income tax			-				-				-
LOSS FROM CONTINUING OPERATIONS			(798,606	)			(427,251	)			(1,225,857	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX			-				-				-
NET LOSS		$	(798,606	)		$	(427,251	)		$	(1,225,857	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment (8)			(262	)			262				0
Unrealized loss on convertible note receivable and available-for-sale securities, net of tax			-				-				-
COMPREHENSIVE LOSS OF CONTINUING OPERATIONS		$	(798,868	)		$	(426,989	)			(1,225,857	)
OTHER COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS
Foreign currency translation adjustment			-				-				-
COMPREHENSIVE LOSS OF DISCONTINUED OPERATIONS			-				-				-
TOTAL COMPREHENSIVE LOSS			(798,868	)			(426,989	)			(1,225,857	)

 

 

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		For the Year  Ended  August 31, 2012 (Previously stated) (Unaudited)				For the Year  Ended  August 31, 2012 (Adjustment) (Unaudited)				For the Year  Ended  August 31, 2012 (Restated) (Unaudited)
EXPENSES
Professional fees (9)			211,817				8,854				220,671
Exploration			22,656				-				22,656
Advertising and promotion			1,788				-				1,788
Telecommunications			2,184				-				2,184
Rent and occupancy costs			7,728				-				7,728
Office and general			4,470				-				4,470
Interest and bank charges (5)			5,708				34,475				40,183
Depreciation			120				-				120
TOTAL OPERATING EXPENSES			256,471				43,329				299,800
LOSS FROM OPERATIONS			(256,471	)			(43,329	)			(299,800	)
Interest income			-				-				-
Impairment of mineral property claims			(451,870	)			-				(451,870	)
Impairment of convertible note receivable			(23,621	)			-				(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAX			(731,962	)			(43,329	)			(775,291	)
Income tax			-				-				-
LOSS FROM CONTINUING OPERATIONS			(731,962	)			-				(775,291	)
LOSS FROM DISCONTINED OPERATION, NET OF TAX			(3,742	)			-				(3,742	)
NET LOSS		$	(735,704	)		$	(43,329	)		$	(779,033	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment			896				-				896
Unrealized loss on convertible note receivable and available-for-sale securities, net of tax			23,621				-				23,621
COMPREHENSIVE LOSS OF CONTINUING OPERATIONS		$	(707,445	)		$	43,329				(750,774	)
OTHER COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS
Foreign currency translation adjustment			109				-				109
COMPREHENSIVE LOSS OF DISCONTINUED OPERATIONS			(3,633	)			-				(3,633	)
TOTAL COMPREHENSIVE LOSS			(711,078	)			(43,329	)			(754,407	)
LOSS FROM CONTINUING OPERATIONS PER SHARE - BASIC AND DILUTED			(0.01	)			-				(0.01	)
LOSS FROM DISCONTINUED OPERATIONS PER SHARE - BASIC AND DILUTED			-				-				-
NET LOSS PER SHARES - BASIC AND DILUTED		$	(0.01	)		$	-				(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED			56,983,073				-				56,983,073

 

 

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		For the Period from Inception (June 5, 2003) to August 31,  2013 (Previously stated) (Unaudited)				For the Period from Inception (June 5, 2003) to August 31, Adjustment (Unaudited)				For the Period from Inception (June 5, 2003) to August 31,  2013 (Restated) (Unaudited)
EXPENSES
Professional fees		$	1,512,283			$	360,971			$	1,873,254
Mineral property claims maintenance fee			91,140				-				91,140
Exploration			119,740				-				119,740
Advertising and promotion			16,707				-				16,707
Telecommunications			17,055				-				17,055
Rent and occupancy costs			27,310				-				27,310
Office and general			30,104				-				30,104
Interest and bank charges			19,172				109,347				128,519
Foreign currency exchange loss			-				262				262
Depreciation			320				-				320
TOTAL OPERATING EXPENSES			1,833,831				470,580				2,304,411
LOSS FROM OPERATIONS			(1,833,831	)			(470,580	)			(2,304,411	)
Interest income			11,821				-				11,821
Impairment of mineral property claims			(584,978	)			-				(584,978	)
Impairment of convertible note receivable			(23,621	)			-				(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAX			(2,430,609	)			-				(2,901,189	)
Income tax			-				-				-
LOSS FROM CONTINUING OPERATIONS			(2,430,609	)			-				(2,901,189	)
LOSS FROM DISCONTINED OPERATION, NET OF TAX			(136,311	)			(9,539	)			(145,850	)
NET LOSS		$	(2,566,920	)		$	(480,119	)		$	(3,047,039	)

 

 

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c.	Consolidated statements of Stockholders’ Equity

 

		Common stock								Additional				Accumulated Other Comprehensive				Deficit Accumulated During the  exploration					Total Stockholders’
		Shares				Amount				Paid in Capital				income				stage					equity
Balance, August 31, 2011 (Previously stated)   (Unaudited)			6,808,025			$	6,808			$	1,680,885			$	(34,166	)		$	(1,032,610	)			$	620,917
Realized loss on available for sale securities – year 2007 & 2008			-				-				-				4,809				(4,809	)(3)				-
Reclassification of foreign currency translation for prior years to retained earnings			-				-				-				4,730				(4,730	)(3)				-
Issuance of common stock for rent			15,625				16				3,484				-				-					3,500
Issuance of common stock for cash, net of commissions			301,459				301				54,077				-				-					54,378
Issuance of common stock for consulting services			45,000				45				17,955				-				-					18,000
Issuance of common stock for purchase of properties			250,000				250				19,750				-				-					20,000
Convertible debentures equity portion			-				-				125,000				-				-					125,000
Realized gain on convertible notes receivable			-				-				-				23,621				-					23,621
Foreign currency translation			-				-				-				1,006				-					1,006
Net loss			-				-				-				-				(779,033	)				(779,033	)
Balance, August 31, 2012 (Restated)(Unaudited)			7,420,109			$	7,420			$	1,901,151			$	-			$	(1,821,182	)			$	87,389

Conversion of convertible debentures			641,370				642				127,633				-				-					128,275
Issuance of common stock for cash, net of issuance costs			2,753,148				2,753				505,531				-				-					508,284
Issuance of common stock for consulting services			4,500,000				4,500				670,500				-				-					675,000
Issuance of common stock to acquire mineral property claims			19,300,000				19,300				280,670				-				-					299,970
Net loss			-				-				-				-				(1,225,857	)				(1,225,857	)
Balance,  August 31, 2013 (Restated)			34,614,627			$	34,615			$	3,485,485			$	-			$	(3,047,039	)			$	473,061

 

 

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d.	Consolidated statement of cash flows

 

		For the Year Ended August 31, 2013 (Previously stated)				For the Year Ended August 31, 2013 (Adjustments)					For the Year Ended August 31, 2013 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(798,606	)		$	(427,251	)			$	(1,225,857	)
Less: Loss from discontinued operations, net of tax expense			-				-					-
Loss from continuing operations			(798,606	)			(427,251	)				(1,225,857	)
Items not affecting cash
Depreciation			200				-					200
Accretion expense on convertible notes payable			13,670				74,872	(5)				88,542
Accrued interest on convertible notes payable			3,274				-					3,274
Foreign currency exchange loss			-				-
Impairment of mineral property claims			133,108				-					133,108
Impairment of convertible note receivable			-				-					-
Issuance of common stock for services			300,000				300,000	(7)				600,000
Issuance of common stock for rental			-				-					-
Write off of deferred offering costs			-				-					-
Change in prepaid and sundry			5,533				-					5,533
Change in accounts payable and accrued liabilities			(23,936	)			-					(23,936	)
Net cash used in operating activities from continuing operations			(366,757	)			(52,379	)				(419,136	)
Net cash used in operating activities from discontinued operations			-				-					-
CASH FLOWS USED IN OPERATING ACTIVITIES			(366,757	)			(52,379	)				(419,136	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(132,117	)			52,117	(7)				(80,000)
Disposition of equipment			-				-					-
Acquisition of equipment			-				-					-
CASH FLOWS USED IN INVESTING ACTIVITIES			(132,117	)			52,117					(80,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			-				-					-
Proceeds from convertible note payable			-				-					-
Repayment of convertible notes payable			-				-					-
Advances (to) from a related party			16,109				-					16,109
Repayment of advance from a related party			-				-					-
Issuance of common stock, net of issuance costs			508,285									508,285
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			524,394									524,394
EFFECT OF EXCHANGE RATE CHANGES ON CASH			(262	)			262	(8)				-
NET INCREASE (DECREASE) IN CASH			25,258				-					25,258
CASH, BEGINNING OF PERIOD			11,191				-					11,191
CASH, END OF PERIOD		$	36,449			$						36,449
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for acquisition of mineral property claims		$	3,195,000				(2,895,030	)(1)				299,970
Convertible debt payable and accrued interest converted to common stock		$	128,274				-					128,274

 

 

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		For the Year Ended August 31, 2012 (Previously stated) (Unaudited)				For the Year Ended August 31, 2012 (Adjustments) (Unaudited)					For the Year Ended August 31, 2012 (Restated) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(735,704	)		$	(43,329	)			$	(779,033	)
Less: Loss from discontinued operations, net of tax expense			3,742									3,742
Loss from continuing operations			(731,962	)			(43,329	)				(775,291	)
Items not affecting cash			-				-					-
Depreciation			120				-					120
Accretion expense on convertible notes payable			-				-					-
Accrued interest on convertible notes payable			5,630				30,829	(5)				36,459
Foreign currency exchange loss			-				-					-
Impairment of mineral property claims			451,870				-					451,870
Impairment of convertible note receivable			23,621				-					23,621
Loss on disposal of assets			-				-					-
Issuance of common stock for services			18,000				-					18,000
Issuance of common stock for rental			3,500				-					3,500
Write off of deferred offering costs			-				-					-
Change in prepaid and sundry			(5,289	)			-					(5,289	)
Change in accounts payable and accrued liabilities			13,721				-					13,721
Net cash used in operating activities from continuing operations			(220,789	)			(12,500	)				(233,289	)
Net cash used in operating activities from discontinued operations			(2,564	)			-					(2,564	)
CASH FLOWS USED IN OPERATING ACTIVITIES			(223,353	)			(12,500	) (9)				(235,854	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(14,978	)			-					(14,978	)
Disposition of equipment			-				-					-
Acquisition of equipment			(1,130	)			-					(1,130	)
CASH FLOWS USED IN INVESTING ACTIVITIES			(16,108	)			-					(16,108	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			-				-					-
Proceeds from convertible note payable			112,500				12,500					125000
Repayment of convertible notes payable			(3,550	)			-					(3,550	)
Advances (to) from a related party			-				-					-
Repayment of advance from a related party			(203	)			-					(203	)
Issuance of common stock, net of issuance costs			54,378				-					54,378
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			163,125				12,500					175,625
EFFECT OF EXCHANGE RATE CHANGES ON CASH			651									651
NET INCREASE (DECREASE) IN CASH			(75,685	)			-					(75,685	)
CASH, BEGINNING OF PERIOD			86,876				-					86,876
CASH, END OF PERIOD		$	11,191									11,191
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for mineral property claims		$	-				-					-
Convertible debt converted to common stock		$	-				-					-

 

 

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		For The Period From Inception (June 5, 2003) To August 31, 2013 (Previously stated) (Unaudited)				For The Period From Inception (June 5, 2003) To August 31, 2013 (Adjustments) (Unaudited)				For The Period From Inception (June 5, 2003) To August 31, 2013 (Restated) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(2,566,920	)		$	(480,119	)			(3,047,039	)
Less: Loss from discontinued operations, net of tax expense			136,311				9,539				145,850
Loss from continuing operations			(2,430,609	)			(470,580	)			(2,901,189	)
Items not affecting cash			-				-				-
Depreciation			320				-				320
Accretion expense on convertible notes payable			19,300				105,700				125,000
Accrued interest on convertible notes payable			3,274				-				3,274
Foreign currency exchange loss			-				-				-
Impairment of mineral property claims			584,978				-				584,978
Impairment of convertible note receivable			23,621				-				23,621
Loss on disposal of assets			2,762				-				2,762
Issuance of common stock for services			419,000				300,000				719,000
Issuance of common stock for rental			3,500				-				3,500
Write off of deferred offering costs			120,000				-				120,000
Change in prepaid and sundry			(5,596	)			-				(5,596	)
Change in accounts payable and accrued liabilities			8,603				-				8,603
Net cash used in operating activities from continuing operations			(1,250,847	)			(64,880	)			(1,315,727	)
Net cash used in operating activities from discontinued operations			(114,257	)			-				(114,257	)
CASH FLOWS USED IN OPERATING ACTIVITIES			(1,365,104	)			(64,880	)			(1,429,984	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(147,095	)			52,117				(94,978	)
Disposition of equipment			4,462				-				4,462
Acquisition of equipment			(30,124	)			-				(30,124	)
CASH FLOWS USED IN INVESTING ACTIVITIES			(172,757	)			52,117				(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			(21,978	)			-				(21,978	)
Proceeds from convertible note payable			141,040				12,500				153,540
Repayment of convertible notes payable			(163,550	)			-				(163,550	)
Advances (to) from a related party			141,109				-				141,109
Repayment of advance from a related party			-				-				-
Issuance of common stock, net of issuance costs			1,484,166				-				1,484,166
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			1,580,787				12,500				1,593,287
EFFECT OF EXCHANGE RATE CHANGES ON CASH			(6,477	)			262				(6,214	)
NET INCREASE (DECREASE) IN CASH			36,449								36,449
CASH, BEGINNING OF PERIOD			-				-				-
CASH, END OF PERIOD		$	36,449				-			$	36,449
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for mineral property claims			-				-				-
Convertible debt converted to common stock			-				-				-

 

(1)	Assets originally recorded at fair value were adjusted to record at carrying value due to acquiree under common control and to expense acquisition costs incurred.
(2)	Adjustment due to original recording of assets at fair value.

(3)	Adjustments due to realized loss on available for sale securities and derecognization of translation adjustments for prior year.
(4)	Accumulated all adjustments related to the years ended December 31, 2012 and 2013.

(5)	$125,000 convertible notes payable originally accounted for within the scope of the cash conversion subsections, and were adjusted to accounted for within the scope of beneficial conversion feature.
(6)	Accumulated all adjustments related to the years ended December 31, 2012.

(7)	Adjustment arises from the incorrect capitalization of mining properties acquisition costs.
(8)	To adjust translation difference from accumulated other comprehensive income to loss from operations.

(9)	$12,500 commission fee has been deducted from convertible debt, and amortized $3,646 in previously stated financial statement for the year ended December 31, 2012. The issuance cost should not be offset against the proceeds received in calculating the intrinsic value of a conversion option.

 

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The Company restated its financial statements for the period ended August 31, 2013 and August 31, 2012 with an Amendment to its Annual Report on Form 10-K, filed with the SEC on April 11, 2014. The Company believes that these restated filings contain disclosures that are adequate and appropriate to restate the relevant financial information for the accounting errors noted with respect to previous reporting period.

The board of directors of the Company has discussed the matters disclosed above with its independent registered public accounting firm, Schwartz Levitsky Feldman LLP.

 

 

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SIGNATURES

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

  

	Rimrock Gold Corp.
Date: June 8, 2014	By:	/s/ Jordan Starkman
		Jordan Starkman
		President, Chief Executive Officer, and Chief Financial Officer
		(Duly Authorized Officer and Principal Executive Officer)

 

 

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