RMRK Rimrock Gold Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q/A

(Amendment No. 1)

_______________

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2008

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the transition period from ______to______.

 

RIMROCK GOLD CORP.

(Exact name of registrant as specified in charter)

 

NEVADA		333-149552		75-3266961
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

 

3651 Lindell Rd., Suite D155

Las Vegas, NV, 89103

(Address of Principal Executive Offices)(Zip Code)

 _______________

 

1-800-854-7970

(Issuer Telephone number)

_______________

 

 (Former Name or Former Address if Changed Since Last Report)

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer  ☐     Accelerated Filer  ☐     Non-Accelerated Filer  ☐     Smaller Reporting Company  ☒

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes  ☐   No  ☒

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 14, 2009: 619,000 shares of common stock.

 

 EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 on Form 10-Q/A (the “Amendment”) is to amend and restate the cover page of the previously filed Quarterly Report on Form 10-Q of Rimrock Gold Corp. (the “Company”), previously known as Pay By The Day Holdings, Inc., for the quarter ended November 30, 2008, filed with the Securities and Exchange Commission on January 15, 2009 (the “Original Form 10-Q”). The cover page of this Amendment No. 1 on Form 10-Q/A was corrected to reflect that the Company was not a shell company at that time, and such previous selection was erroneous. Accordingly, the cover page of the Original Form 10-Q is hereby amended and restated as set forth in this Amendment.

 

There are no other changes to the Original Form 10-Q other than those set forth in this Amendment.  This Amendment does not reflect events occurring after the filing of the Original Form 10-Q, nor does it modify or update disclosures therein in any way other than as required to reflect the above changes to the cover page.  Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context.

 

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18.U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

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 thereunto duly authorized.

 

	Rimrock Gold Corp.
July 14, 2015	By:	/s/ Jordan Starkman
		Name:  Jordan Starkman Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

 

 

 

 

 

 

Rimrock Gold Corp. 10-Q/A

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

I, Jordan Starkman, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q/A of Rimrock Gold Corp.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date	RIMROCK GOLD CORP.
July 14, 2015	By:	/s/ Jordan Starkman
		Jordan Starkman President and Secretary (Principal Executive Officer and Principal Financial Officer)

 

 

 

 

 

 

 

Rimrock Gold Corp. 10-Q/A

 

Exhibit 32.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

 

 

 

In connection with the accompanying quarterly report on Form 10-Q/A of Rimrock Gold Corp. (the “Company”) for the quarter ended November 30, 2008 (the “Report”), I, Jordan Starkman, President and Secretary of the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

1.	Such Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Report fairly represents in all material respects, the financial condition and results of operations of the Company.

 

	RIMROCK GOLD CORP.
July 14, 2015	By:	/s/ Jordan Starkman
		Jordan Starkman President and Secretary (Principal Executive Officer and Principal Financial Officer)