UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 OR 15~~(d)Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofAugust ~~1934~~31, 2015

~~Date~~Rimrock ofGold ~~Report~~Corp. ~~(Date of earliest event reported): July 15, 2015~~

~~RIMROCK~~(Exact ~~GOLD~~Name ~~CORP.~~of Registrant as Specified in Charter)

(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

~~Las~~Registrant’s ~~Vegas~~telephone number, NVincluding ~~89103~~area code: (800) 854-7970

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices) (Zip~~under ~~Code)~~any of the following provisions:

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~~DFR 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))

Item 1.0102 ~~Entry~~Termination ~~Into~~of a Material ~~Definitive~~ Agreement

~~Redwood~~On ~~Note~~May ~~Assignment~~3, 2013, Rimrock Gold Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) to acquire an exploration epithermal bonanaza gold-silver property in Nevada, known as the Silver Cloud Property. Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) the Mining Claims that compress 552 unpatented mining claims totaling 11,210 acres, and (ii) the Pescio Lease dated June 1, 1999 between Teck Resources Inc., and Carl Pescio and Janet Pescio, which requires that the Company pays $50,000 to the Pescio family annually. The lease term was to June 30, 2023 with an option to extend the lease term for three subsequent ten years terms.

OnThe ~~July 15, 2015, the~~ Company ~~entered into~~was aunable ~~Convertible~~to ~~Note~~pay ~~Purchase and Assignment Agreement (~~the ~~“Agreement”)~~BML ~~with~~fees ~~Redwood~~payable ~~Fund, LP (“Redwood”) and TJC Trading, LLC (“TJC”). Redwood owns and holds all right, title and interest in and~~ to athe ~~convertible~~State ~~note,~~of ~~dated April~~Nevada ~~14,~~due ~~2014 and amended~~ on ~~September~~August 3031, ~~2014~~2015, ~~issued~~and bywere ~~the~~therefore ~~Company~~required ~~in the original principal amount of $100,000 which bears interest at the rate of 12% per annum (the “2014 Note”). Pursuant~~ to ~~the~~relinquish ~~Agreement, TJC purchased from Redwood $10,000 of~~ the ~~2014 Note, consisting of $10,000 principal amount plus 10% of the entirety of the accrued and unpaid~~ interest ~~since~~in ~~April 14, 2014 (~~the ~~“First~~Silver ~~Tranche”),~~Cloud ~~for~~Property ~~a purchase price of $10,000. TJC shall have an exclusive option, which terminates 120 days after the closing of the First Tranche,~~ to ~~purchase tranches of~~ the ~~balance~~Pescio ~~of the Note, and each tranche shall consist of $10,000 of principal plus 10% of the entirety of the accrued and unpaid interest since April 14, 2014~~family. ~~The purchase price for each additional tranche shall be $10,000.~~

~~The~~Item ~~First Tranche was closed on July 15, 2015~~5.02 ~~The~~Departure ~~Company issued to TJC a Replacement Convertible Promissory Note in the principal amount~~ of ~~$10,000,~~Directors ator ~~the~~Certain ~~interest rate~~Officers; ofElection ~~15% per annum. The note is convertible any time into shares~~ of ~~the~~Directors; ~~Company’s~~Appointment ~~common stock at a conversion price (the “Conversion Price”) equal to 35% multiplied by the Market Price (as defined below) (representing a discount rate~~ of ~~65%).~~ ~~“Market~~Certain ~~Price”~~Officers; ~~means~~Compensatory ~~the~~Arrangement ~~average~~ of ~~the~~Certain ~~lowest three (3) trading prices for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date~~Officers. In addition, in no event TJC may convert the shares into common stock if TJC’s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock.

~~Convertible~~On ~~Note~~August ~~issued~~31, 2015, Richard Redfern resigned as a Director of the Company. Mr. Redfern did not resign as the result of any disagreement with the Company on any matter relating to ~~TJC~~its operation, policies (including accounting or financial policies), or practices.

~~Additionally,~~A oncopy ~~July 15, 2015, the Company issued to TJC a Convertible Promissory Note in the principal amount~~ of ~~up to $200,000, at~~ the ~~interest~~resignation ~~rate~~letter ofis ~~15%~~attached ~~per annum.~~as ~~The~~Exhibit ~~maturity date for the note shall be six (6) months from the effective date of each payment~~99.1 Asto ofthis ~~the~~Form ~~date~~8-K ~~hereof,~~and ~~the Company~~is ~~has~~incorporated ~~received~~herein anby ~~initial tranche of $10,000 from TJC under the note~~reference.

The note is convertible any time into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to 35% multiplied by the Market Price (as defined below) (representing a discount rate of 65%)Item 5.03 Amendments ~~“Market Price” means the average of the lowest three (3) trading prices for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior~~ to ~~the~~Articles ~~conversion date. In addition, in no event TJC may convert the shares into common stock if TJC’s total number~~ of ~~shares~~Incorporation ~~beneficially~~or ~~held~~Bylaws; atChange ~~that time would exceed 9.99% of the number of shares of the Company’s common stock as determined~~ in ~~accordance~~Fiscal ~~with Rule 13(d) of the Securities Exchange Act of 1934, as amended, unless such limitation is waived by TJC by giving not less than 61 days prior notice to the Company~~Year.

~~Item~~On 3September 17, 2015, filed a Certificate of Amendment (the “Certificate”) with the Secretary of State of the State of Nevada to effect a reverse stock split of its authorized and outstanding shares of common stock at a ratio of 1 for 1,000 (the “Stock Split”).02 ~~Unregistered~~The ~~Sale~~Stock Split was previously approved by the board of ~~Equity~~directors ~~Securities~~of the Company. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The ~~disclosure~~Stock ~~set~~Split ~~forth~~will ~~under~~become ~~Item~~ effective upon receipt of the necessary documentation regarding the Stock Split and approval by the Financial Industry Regulatory Authority ("FINRA"). Upon the effectiveness of the Stock Split, the Company’s issued and outstanding shares of common stock will decrease from approximately 1.0199 ~~above~~billion isshares ~~incorporated~~to byapproximately ~~reference~~1.99 ~~into~~million ~~this~~shares ~~Item~~of 3common stock, par value of $0.02001 per share. Fractional shares resulting from the Stock Split will be rounded up to the next whole number. The exercise price of the Company’s outstanding options and warrants and the conversion price of the Company’s outstanding convertible securities will be adjusted accordingly.

The notes were issued in reliance on the exemptions for the issuance of securities not involving a public offering, as set forth in in Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

(d)	Exhibits
3.1	Certificate of Amendment of the Articles of Incorporation of the Company, filed September 17, 2015
99.1	Resignation Letter issued by Richard Redfern on August 31, 2015

None.

SIGNATURES

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

	Rimrock Gold Corp.
Dated: July 23, 2015	By:	/s/ Jordan Starkman
Date: September 22, 2015	By:	/s/ Jordan Starkman
		Name: Jordan Starkman
		Jordan Starkman
		Title: President and Chief Executive Officer
		President and Chief Executive Officer

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