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)
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.
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.
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 | |
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 | |
| 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 | ) |
| | | 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 | |
| | | 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 | ) |
| 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 | |
| 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 | |
| | | 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 | | $ | - | | | | - | | | | | - | |
| | | 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. |
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.
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) |
