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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rimrock Gold Corporation (PK) | USOTC:RMRK | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0004 | 0.0003 | 0.0004 | 0.00 | 14:30:05 |
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NEVADA
|
||
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employee
Identification No.)
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
|
Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
x
|
PART I-- FINANCIAL INFORMATION
|
||
Item 1.
|
Condensed consolidated Financial Statements
|
F-1 to F-20
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
1
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
17
|
Item 4.
|
Controls and Procedures
|
17
|
PART II-- OTHER INFORMATION
|
||
Item 1
|
Legal Proceedings
|
19
|
Item 1A.
|
Risk Factors
|
19
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
20
|
Item 3.
|
Defaults Upon Senior Securities
|
20
|
Item 4.
|
Mine Safety Disclosures
|
20
|
Item 5.
|
Other Information
|
20
|
Item 6.
|
Exhibits
|
20
|
SIGNATURE
|
21
|
●
|
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
|
●
|
“SEC” refers to the United States Securities and Exchange Commission;
|
●
|
“Securities Act” refers to the Securities Act of 1933, as amended;
|
Item 1.
|
Financial Statements
|
PAGE
|
F-2
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2014 (UNAUDITED) AND AS OF AUGUST 31, 2013 (AUDITED RESTATED).
|
PAGE
|
F-3
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MAY 31, 2014 AND 2013 (UNAUDITED).
|
PAGE
|
F-4
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED MAY 31, 2014 AND 2013 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO MAY 31, 2014 (UNAUDITED).
|
PAGE
|
F-5
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2014 AND 2013 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO MAY 31, 2014 (UNAUDITED).
|
PAGE
|
F-6 to F-20
|
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
|
August 31,
|
||||||||
May 31,
|
2013
|
|||||||
2014
(Unaudited)
|
(Restated -
Note 12)
|
|||||||
$ | $ | |||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
15,913 | 36,449 | ||||||
Prepaid and sundry
|
3,818 | 80,596 | ||||||
Total current assets
|
19,731 | 117,045 | ||||||
Long term assets
|
||||||||
Mining property claims
[Note 5]
|
394,970 | 379,970 | ||||||
Equipment, net
|
642 | 758 | ||||||
Total long term assets | 395,612 | 380,728 | ||||||
Total assets
|
415,343 | 497,773 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
111,145 | 8,603 | ||||||
Advances from related parties
|
807 | 16,109 | ||||||
Convertible note at fair value
[Note 7]
|
151,195 | — | ||||||
Derivative liabilities
[Note 8]
|
7,718 | — | ||||||
Shares to be issued
|
4,740 | — | ||||||
Total current liabilities
|
275,605 | 24,712 | ||||||
Going concern
[Note 3]
|
||||||||
Contingencies and commitments
[Note 10]
|
||||||||
Subsequent event
[Note 11]
|
||||||||
Stockholders' equity
|
||||||||
Common stock, $0.001 par value, 200,000,000 shares authorized, 37,664,627 and 34,614,627 common shares outstanding as at May 31, 2014 and August 31, 2013, respectively
[Note 9]
|
37,665 | 34,615 | ||||||
Additional paid-in capital
|
3,803,935 | 3,485,485 | ||||||
Deficit accumulated during exploration stage
|
(3,701,862 | ) | (3,047,039 | ) | ||||
Total stockholders' equity
|
139,738 | 473,061 | ||||||
Total liabilities and stockholders' equity
|
415,343 | 497,773 |
For the three
|
For the three
|
|||||||
months ended
May 31,
2014
|
months
ended
May 31,
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
$ | $ | |||||||
EXPENSES
|
||||||||
Professional fees
|
235,823 | 246,296 | ||||||
Derivative expense
[Notes 7 and 8]
|
8,082 | — | ||||||
Exploration (recovery)
|
— | 40,179 | ||||||
Advertising and promotion
|
1,087 | 4,659 | ||||||
Telecommunications
|
1,568 | 1,789 | ||||||
Rent and occupancy costs
|
— | 10,663 | ||||||
Office and general
|
7,722 | 5,175 | ||||||
Interest and bank charges
|
52,573 | 1,125 | ||||||
Foreign exchange gain/loss
|
22 | — | ||||||
Depreciation
|
30 | 48 | ||||||
Total operating expenses
|
306,907 | 309,934 | ||||||
Net loss for the period before income taxes
|
(306,907 | ) | (309,934 | ) | ||||
Income taxes
|
— | — | ||||||
Net loss for the period
|
(306,907 | ) | (309,934 | ) | ||||
Foreign currency translation adjustment
|
— | (35 | ) | |||||
Total comprehensive loss
|
(306,907 | ) | (309,969 | ) | ||||
Loss per share, basic and diluted
|
(0.0082 | ) | (0.0095 | ) | ||||
Weighted average number of
common shares outstanding
|
37,511,849 | 32,687,996 |
For the nine
|
For the nine
months ended
|
For the period
from inception
|
||||||||||
months ended
|
May 31, 2013
|
(June 5, 2013)
|
||||||||||
May 31,
2014
|
(Restated -
Note 12)
|
to May 31,
2014
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
$ | $ | $ | ||||||||||
EXPENSES
|
||||||||||||
Professional fees
|
562,915 | 708,838 | 2,436,169 | |||||||||
Derivative expense
[Notes 7 and 8]
|
8,082 | — | 8,082 | |||||||||
Mining property maintenance fee
|
7,584 | — | 98,724 | |||||||||
Exploration (recovery)
|
— | 2,050 | 119,740 | |||||||||
Advertising and promotion
|
2,413 | 6,855 | 19,120 | |||||||||
Telecommunications
|
4,708 | 4,765 | 21,763 | |||||||||
Rent and occupancy costs
|
3,283 | 14,513 | 30,593 | |||||||||
Office and general
|
10,535 | 10,650 | 40,639 | |||||||||
Interest and bank charges
|
52,763 | 83,261 | 181,282 | |||||||||
Foreign exchange gain/loss
|
2,424 | 245 | 2,686 | |||||||||
Depreciation
|
116 | 154 | 436 | |||||||||
Total operating expenses
|
654,823 | 831,331 | 2,959,234 | |||||||||
Net loss for the period from operations
|
(654,823 | ) | (831,331 | ) | (2,959,234 | ) | ||||||
Interest income
|
— | — | 11,821 | |||||||||
Impairment of mining property claims
|
— | — | (584,978 | ) | ||||||||
Impairment of convertible not receivable
|
— | — | (23,621 | ) | ||||||||
From continuing operations before income taxes
|
(654,823 | ) | (831,331 | ) | (3,556,012 | ) | ||||||
Income tax
|
— | — | — | |||||||||
From continuing operations, net of tax
|
(654,823 | ) | (831,331 | ) | (3,556,012 | ) | ||||||
From discontinuing operations, net of tax
|
— | — | (145,850 | ) | ||||||||
Net loss for the period
|
(654,823 | ) | (831,331 | ) | (3,701,862 | ) | ||||||
Foreign currency translation adjustment
|
— | (35 | ) | — | ||||||||
Total comprehensive loss
|
(654,823 | ) | (831,366 | ) | (3,701,862 | ) | ||||||
Loss per share, basic and diluted
|
(0.0177 | ) | (0.0476 | ) | ||||||||
Weighted average number of
common shares outstanding
|
36,917,650 | 17,453,520 |
For the nine |
For the nine
months ended
|
For the period
from inception
|
||||||||||
months ended
|
May 31, 2013
|
(June 5, 2013)
|
||||||||||
May 31,
2014
|
(Restated -
Note 12)
|
to May 31,
2014
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
$ | $ | $ | ||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net loss for the period
|
(654,823 | ) | (831,331 | ) | (3,701,862 | ) | ||||||
Less: Loss from discontinuing operations, net of tax
|
— | — | 145,850 | |||||||||
Loss from continuing operations
|
(654,823 | ) | (831,331 | ) | (3,556,012 | ) | ||||||
Items not affecting cash
|
||||||||||||
Depreciation
|
116 | 154 | 436 | |||||||||
Accretion expense including derivative expense
|
58,913 | 88,542 | 183,913 | |||||||||
Accrued interest on convertible notes payable
|
— | 3,274 | 3,274 | |||||||||
Impairment of mineral property claims
|
— | — | 584,978 | |||||||||
Impairment of convertible note receivable
|
— | — | 23,621 | |||||||||
Loss on disposal of assets
|
— | — | 2,762 | |||||||||
Issuance of common stock for services
|
381,500 | 457,466 | 1,025,500 | |||||||||
Issuance of common stock for rental
|
— | — | 3,500 | |||||||||
Write off of deferred offering costs
|
— | — | 120,000 | |||||||||
Change in prepaid and sundry
|
5,596 | 3,383 | 75,000 | |||||||||
Change in accounts payable and accrued liabilities
|
102,542 | (4,608 | ) | 111,145 | ||||||||
Net cash used in operating activities from continuing operations
|
(106,156 | ) | (283,120 | ) | (1,421,883 | ) | ||||||
Net cash used in operating activities from discontinued operations
|
— | — | (114,257 | ) | ||||||||
Net cash used in operating activities
|
(106,156 | ) | (283,120 | ) | (1,536,140 | ) | ||||||
INVESTING ACTIVITIES
|
||||||||||||
Acquisition of mineral property claims
|
— | — | (94,978 | ) | ||||||||
Disposition of equipment
|
— | — | 4,462 | |||||||||
Acquisition of equipment
|
— | — | (30,124 | ) | ||||||||
Net cash used in investing activities
|
— | — | (120,640 | ) | ||||||||
FINANCING ACTIVITIES
|
||||||||||||
Convertible notes receivable
|
— | — | (21,978 | ) | ||||||||
Proceeds from convertible note payable
|
100,000 | — | 253,540 | |||||||||
Repayment of convertible notes payable
|
— | — | (163,550 | ) | ||||||||
Advances from (to) related parties
|
(19,120 | ) | — | 121,989 | ||||||||
Issuance of common stock, net of issuance costs
|
4,740 | 508,283 | 1,488,906 | |||||||||
Net cash provided by financing activities
|
85,620 | 508,283 | 1,678,907 | |||||||||
Net (decrease) increase in cash during the period
|
(20,536 | ) | 225,163 | 22,127 | ||||||||
Effect of foreign currency translation adjustment
|
— | — | (6,214 | ) | ||||||||
Cash, beginning of the period
|
36,449 | 11,191 | — | |||||||||
Cash, end of period
|
15,913 | 236,354 | 15,913 |
1.
ORGANIZATION AND NATURE OF OPERATIONS
|
2. BASIS OF PRESENTATION
|
3. GOING CONCERN
|
4. RECENT ACCOUNTING PRONOUNCEMENTS
|
5. MINERAL PROPERTY CLAIMS
|
May 31,
2014
|
August 31,
2013
(Restated)
|
|||||||
Lithium Properties (a)
|
-
|
-
|
||||||
Rimrock Property, West Silver Cloud and Pony Spur (b)
|
74,970
|
74,970
|
||||||
Silver Cloud Property (c)
|
305,000
|
305,000
|
||||||
Ivanhoe Creek Property (d)
|
15,000
|
-
|
||||||
394,970
|
379,970
|
5. MINERAL PROPERTY CLAIMS (Continued)
|
6. RELATED PARTY TRANSACTIONS
|
6. RELATED PARTY TRANSACTIONS (continued)
|
Convertible Notes
|
May 31, 2014
(unaudited)
|
|||
$ 100,000 face value convertible note due October 14, 2014
|
$ | (151,195 | ) |
Convertible Notes
|
(unaudited)
$100,000
Face Value
|
|||
Proceeds
|
$ | (100,000 | ) | |
Convertible promissory notes
|
112,864 | |||
Derivative warrants
|
5,347 | |||
Financing fees
|
(12,500 | ) | ||
Day-one derivative loss
|
(5,711 | ) |
May 31, 2014
(unaudited)
|
||||||||
The financings giving rise to derivative financial instruments
|
Indexed
Shares
|
Fair
Values
|
||||||
$ 100,000 face value convertible note due October 14, 2014
|
1,333,333 | $ | (151,195 | ) |
May 31, 2014
(unaudited)
|
||||||||
The financings giving rise to derivative financial instruments
|
Indexed
Shares
|
Fair
Values
|
||||||
Derivative Warrants
|
100,000 | $ | (7,718 | ) |
The financings giving rise to derivative financial instruments and the income effects:
|
Three and
Nine
Months
Ended
May 31,
2014
(unaudited)
|
|||
$ 100,000 face value convertible note due October 14, 2014
|
$ | (38,331 | ) | |
Derivative Warrants
|
(2,371 | ) | ||
Financing fees | (12,500 | ) | ||
Day-one derivative loss:
|
||||
$ 100,000 face value convertible note due October 14, 2014
|
(5,711 | ) | ||
Total gain (loss)
|
$ | (58,913 | ) |
Level 1 valuations:
|
Quoted prices in active markets for identical assets and liabilities.
|
|
Level 2 valuations
:
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
|
Level 3 valuations:
|
Significant inputs to valuation model are unobservable.
|
May 31, 2014
(unaudited)
|
||||||||||||||||
Fair Value Measurements Using:
|
||||||||||||||||
Quoted Prices
in Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets
(Liabilities) at
Fair Value
|
|||||||||||||
Convertible Notes
|
$ | - | $ | - | $ | 151,195 | $ | 151,195 | ||||||||
Derivative Warrants
|
7,718 | 7,718 | ||||||||||||||
Totals
|
$ | - | $ | - | $ | 158,913 | $ | 158,913 |
April 14, 2014
(unaudited)
|
May 31, 2014
(unaudited)
|
|||||
Underlying price
|
$ 0.08 | $ 0.11 | ||||
Strike price
|
$ 0.10 | $ 0.10 | ||||
Contractual term to expiration
|
5 Years
|
4.87 Years
|
||||
Volatilities
|
105% | 105% | ||||
Risk-free rates
|
1.60% | 1.54% |
Convertible
Promissory Notes
recorded at
Fair Value
|
||||
May 31, 2014
(unaudited)
|
||||
Beginning Balance
|
$ | - | ||
Total gains or losses (realized or unrealized):
|
||||
Included in earnings
|
(38,331 | ) | ||
Convertible note issuances
|
(112,864 | ) | ||
Ending Balance
|
$ | (151,195 | ) |
Derivative
Warrants
recorded
at Fair Value
|
||||
May 31, 2014
(unaudited)
|
||||
Beginning Balance
|
$ | - | ||
Total gains or losses (realized or unrealized):
|
||||
Included in earnings
|
(2,371 | ) | ||
Warrant issuances
|
(5,347 | ) | ||
Ending Balance
|
$ | (7,718 | ) |
10. CONTINGENCIES AND COMMITMENTS
|
·
|
After spending a total amount of $2,500,000 on the property, $250,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.
|
|
·
|
After spending a total amount of $5,000,000 on the property, a further $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.
|
|
·
|
If a feasibility study is put in place an additional $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.
|
|
·
|
If a bankable feasibility is put in place a further $500,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.
|
·
|
After spending a total amount of $1,000,000 on the property, $50,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.
|
|
·
|
After spending a total amount of $2,500,000 on the property, a further $100,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.
|
|
·
|
After spending a total amount of $5,000,000 on the property, a further $150,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.
|
11. SUBSEQUENT EVENT
|
a.
|
Reconciliation of 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
|
||||||||||||
Common stock
,
$0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,627
(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
|
b.
|
Reconciliation of Consolidated statements of operations and comprehensive loss
|
For the nine months
Ended
May 31,
2013
(Previously stated)
|
For the nine months
Ended
May 31,
2013
(Adjustment)
|
For the nine months
Ended
May 31,
2013
(Restated)
|
||||||||||
EXPENSES
|
||||||||||||
Professional fees (7)
|
$
|
356,721
|
$
|
352,117
|
$
|
708,838
|
||||||
Exploration (recovery)
|
2,050
|
-
|
2,050
|
|||||||||
Advertising and promotion
|
6,855
|
-
|
6,855
|
|||||||||
Telecommunications
|
4,765
|
-
|
4,765
|
|||||||||
Rent and occupancy costs
|
14,513
|
-
|
14,513
|
|||||||||
Office and general
|
10,650
|
-
|
10,650
|
|||||||||
Interest and bank charges (5)
|
8,389
|
74,872
|
83,261
|
|||||||||
Foreign currency exchange loss (6)
|
-
|
245
|
245
|
|||||||||
Depreciation
|
154
|
-
|
154
|
|||||||||
TOTAL OPERATING EXPENSES
|
404,097
|
427,234
|
831,331
|
|||||||||
LOSS FROM OPERATIONS BEFORE TAX
|
(404,097
|
)
|
(427,234
|
)
|
(831,331
|
)
|
||||||
Income tax
|
-
|
-
|
||||||||||
NET LOSS
|
$
|
(404,097
|
)
|
$
|
(427,234
|
)
|
$
|
(831,331
|
)
|
|||
OTHER COMPREHENSIVE LOSS
|
||||||||||||
Foreign currency translation adjustment (6)
|
(280
|
)
|
280
|
-
|
||||||||
TOTAL COMPREHENSIVE LOSS
|
(404,377
|
)
|
(426,954
|
)
|
(831,331
|
)
|
c.
|
Consolidated statement of cash flows
|
|
For the nine
months
Ended
May 31,
2013
(Previously stated)
|
For the nine
months
Ended
May 31,
2013
(Adjustment)
|
For the nine
months
Ended
May 31,
2013
(Restated)
|
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$
|
(404,097
|
)
|
$
|
(427,234
|
)
|
$
|
(831,331
|
)
|
|||
Less: Loss from discontinued operations, net of tax expense
|
-
|
-
|
-
|
|||||||||
Loss from continuing operations
|
(
404,097
|
)
|
(427,234
|
)
|
(
831,331
|
)
|
||||||
Items not affecting cash
|
||||||||||||
Depreciation
|
154
|
-
|
154
|
|||||||||
Accretion expense on convertible notes payable (5)
|
13,670
|
74,872
|
88,542
|
|||||||||
Accrued interest on convertible notes payable
|
3,274
|
-
|
3,274
|
|||||||||
Foreign currency exchange loss
|
-
|
-
|
||||||||||
Impairment of mineral property claims
|
-
|
-
|
||||||||||
Impairment of convertible note receivable
|
-
|
-
|
-
|
|||||||||
Issuance of common stock for services (7)
|
187,500
|
269,966
|
457,466
|
|||||||||
Issuance of common stock for rental
|
-
|
-
|
-
|
|||||||||
Write off of deferred offering costs
|
-
|
-
|
-
|
|||||||||
Change in prepaid and sundry
|
3,383
|
-
|
3,383
|
|||||||||
Change in accounts payable and accrued liabilities
|
(4,608
|
)
|
-
|
(4,608)
|
||||||||
Net cash used in operating activities from continuing operations
|
(200,724
|
)
|
(52,362
|
)
|
(283,120
|
)
|
||||||
Net cash used in operating activities from discontinued operations
|
-
|
-
|
-
|
|||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES
|
(200,724
|
)
|
(52,362
|
)
|
(283,120
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Acquisition of mineral property claims (7)
|
(82,117
|
)
|
82,117
|
-
|
||||||||
Disposition of equipment
|
-
|
-
|
-
|
|||||||||
Acquisition of equipment
|
-
|
-
|
-
|
|||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
(82,117
|
)
|
82,117
|
-
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Issuance of common stock, net of issuance costs
|
508,284
|
508,283
|
||||||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
508,284
|
508,283
|
||||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH (6)
|
(280
|
)
|
280
|
-
|
||||||||
NET INCREASE (DECREASE) IN CASH
|
225,163
|
-
|
225,163
|
|||||||||
CASH, BEGINNING OF PERIOD
|
11,191
|
-
|
11,191
|
|||||||||
CASH, END OF PERIOD
|
$
|
236,354
|
$
|
236,354
|
(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 year ended August 31, 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)
|
To adjust translation difference from accumulated other comprehensive income to loss from operations.
|
(7)
|
Adjustment arises from the incorrect capitalization of acquisition costs.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Position
|
Cost per
day
|
|||
Sr. consultant - QP services
|
$
|
1000
|
||
Project manager – i.t. geologist
|
$
|
600
|
||
Student geologist
|
$
|
450
|
||
Geologist assistant
|
$
|
350
|
Phase I (Compilation, geophysical and geological surveys and sampling with 2000 m of drilling)
|
Work
|
Quantity
|
Unit
|
Unit Cost
|
Total
|
||||||||||||
Compilation of the EM Input (SDBJ) and Dighem (2007) anomalies (location of anomalies and interpretation)
|
$
|
10,000
|
||||||||||||||
Line cutting (cut every 100 m and picketed every 25 m) on the main coincident Mag and EM anomalies. Provision of 125 km
|
125
|
km
|
$
|
550
|
$
|
68,750
|
||||||||||
Ground geophysics, EM (MaxMin) and Mag
|
125
|
km
|
$
|
350
|
$
|
43,750
|
||||||||||
Geology and prospecting on the cut lines and on the north part of the property (including room and board, transportation, etc.)
|
$
|
100,000
|
||||||||||||||
Stripping, trenching and sampling, all inclusive
|
$
|
50,000
|
||||||||||||||
Drilling on the target to be defined ($225/m, all inclusive)
|
2,000
|
m
|
$
|
225
|
$
|
460,000
|
||||||||||
Report update, NI 43-101 and for statutory purposes
|
$
|
10,000
|
||||||||||||||
Contingency, estimated at 10%
|
||||||||||||||||
TOTAL
PHASE I
|
$
|
805,750
|
||||||||||||||
Phase II
|
||||||||||||||||
Provision of 5,000 m of drilling to test the targets defined during Phase I
|
5,000
|
m
|
$
|
225
|
$
|
1,125,000
|
||||||||||
Report update, NI 43-101 and for statutory purposes
|
$
|
12,000
|
||||||||||||||
Contingency, estimated at 10%
|
$
|
113,700
|
||||||||||||||
TOTAL
PHASE II
|
$
|
1,250,700
|
||||||||||||||
TOTAL
PHASE I AND II
|
$
|
2,056,450
|
●
|
The previously identified "Dilation" gold-silver target on surface along the major "IC Fault Zone" has been verified at depth by the survey.
|
●
|
The siliceous mineralization associated with the "Dilation" target has been interpreted to be constrained by steeply dipping near-vertical fault zones.
|
●
|
These fault zones are interpreted to be up to 150 meters in width, representing one of the widest gold-silver targets in the entire Midas-Hollister region, potentially hosting near-surface bulk-mineable gold mineralization.
|
●
|
The location of older Paleozoic basement rocks has been identified to be between 275 and 375 meters below surface, confirming the mineralization model developed by Company geologists.
|
●
|
Drilling information including drill hole locations, drill core logs, cross-sections, long-sections, level plans, down hole survey information, QA/QC information and assay results
|
●
|
Regional and local geological information including lithological mapping, structural interpretations, alteration mapping, large-scale formational modeling and detailed mineralization modeling
|
●
|
Geochemical information including surface rock chip sampling, multivariate soil sampling and biogeochemical sampling surveys
|
●
|
Geophysical information including Airborne Magnetics (AeroMag), Controlled Source Audio Magnetotelluric (CSAMT), E Scan, and Ground Gravity surveys
|
●
|
Base maps including claim maps, topographic maps and satellite images
|
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
|
||||||
Stockholders' Equity
|
||||||||||||
Common stock
,
$0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,627
(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
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
●
|
Segregation of Duties
– As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
|
●
|
Maintenance of Current Accounting Records
– We may from time to time fail to maintain our records that in reasonable detail accurately and fairly reflect the transactions of the Company. This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.
|
●
|
Application of GAAP
– We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.
|
●
|
Segregation of Duties
– As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
|
●
|
Maintenance of Current Accounting Records
– We may from time to time fail to maintain our records that in reasonable detail accurately and fairly reflect the transactions of the Company. This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.
|
●
|
Application of GAAP
– We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factor
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits
|
Rimrock Gold Corp.
|
|||
By:
|
/s/ Jordan Starkman
|
||
Jordan Starkman
|
|||
President and Secretary
(Duly Authorized Officer, Principal Executive Officer and
Principal Financial Officer)
|
|||
Date: July 21, 2014
|
1 Year Rimrock Gold (PK) Chart |
1 Month Rimrock Gold (PK) Chart |
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