UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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~~July 2215, 2015

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)

Item 1.01

Entry Into a Material Definitive Agreement

~~On April~~Redwood ~~22,~~Note 2015, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Uptick Capital, LLC (“Uptick”) and Zahav Resources, Inc. (“Zahav”) in order to settle the disputes over that certain consulting agreement between the Company and Uptick dated March 1, 2013. Pursuant to the Settlement Agreement, the Company shall (i) pay to Uptick $25,502.59 as settlement amount plus legal fees and expenses incurred by Uptick thereof (the “Cash Settlement Amount”); (ii) issue to Uptick 4,000,000 shares of the Company’s common stock; and (iii) issue to Uptick and its assignees 400 shares of the Company’s newly designation class of preferred stock named Series B Convertible Preferred Stock (the “Series B Preferred”).Assignment

InOn July 15, 2015, the ~~event~~Company ~~that~~entered into ~~any~~a ~~portion~~Convertible ofNote Purchase and Assignment Agreement (the ~~Cash~~“Agreement”) ~~Settlement~~with Redwood Fund, LP (“Redwood”) ~~Amount~~and ~~remains~~TJC ~~outstanding~~Trading, ~~following~~LLC ~~the~~(“TJC”). ~~date~~Redwood ofowns ~~the~~and ~~Settlement~~holds ~~Agreement~~all right, ~~the~~title ~~Company~~and ~~shall~~interest ~~pay~~in ~~such~~and ~~outstanding~~to ~~portion~~a ofconvertible ~~the~~note, dated ~~Cash~~April ~~Settlement~~14, ~~Amount~~2014 toand ~~Uptick~~amended on September 30, 2014, issued by the Company in anthe original principal amount of $100,000 which ~~equals~~bears interest ~~thirty~~at ~~percent~~the ~~(30%)~~rate of 12% per annum (the ~~funds~~“2014 ~~raised~~Note”). ~~from~~Pursuant ~~any~~to ~~debt~~the orAgreement, ~~equity~~TJC ~~offering~~purchased from Redwood $10,000 of ~~securities~~the ~~however~~2014 ifNote, ~~over~~consisting of $3010,000 ~~are~~principal ~~raised~~amount byplus 10% of the ~~Company~~entirety of the ~~percentage~~accrued ~~payout~~and ~~increases~~unpaid tointerest ~~forty~~since ~~percent~~April 14, 2014 (~~40%~~the “First Tranche”), ~~and~~for ~~such payment~~a ~~shall~~purchase beprice ~~made~~of ~~prior~~$10,000. toTJC ~~any~~shall ~~other~~have ~~person~~an orexclusive ~~entity~~option, ~~including~~which terminates 120 days after the ~~Company,~~closing ~~receiving~~of ~~any~~the ~~funds~~First ~~therefrom.~~Tranche, Asto purchase tranches of the ~~date~~ balance of ~~this~~the ~~report~~Note, ~~the~~and ~~Company~~each ~~has~~tranche ~~paid~~shall toconsist of ~~Uptick~~ $710,~~500~~000 of principal plus 10% of the ~~Cash~~entirety ~~Settlement~~of ~~Amount~~the accrued and unpaid interest since April 14, 2014. The purchase price for each additional tranche shall be $10,000.

OnThe ~~July~~First 8Tranche was closed on July 15, 2015,. ~~the~~The Company ~~filed~~issued ~~the~~to ~~certificate of~~TJC ~~designation~~a ofReplacement ~~the~~Convertible ~~Series~~Promissory BNote ~~Preferred~~in ~~with~~ the ~~Secretary~~principal ofamount ~~State~~ of ~~Nevada.~~$10,000, ~~The~~at ~~newly~~the ~~designation class of preferred stock~~interest ~~consists~~rate of ~~five~~15% ~~hundred~~per ~~(500) shares~~annum. ~~Each~~The ~~holder~~note ofis ~~Series~~convertible ~~B Preferred may, from time to time and at~~ any time, ~~convert~~into ~~any~~shares ~~or all~~ of ~~such~~the ~~holder~~Company’s ~~shares~~common ofstock ~~Series~~at Ba ~~Preferred~~conversion ~~into~~price ~~fully paid and non-assessable shares of common stock of~~ (the ~~Company~~ in“Conversion anPrice”) ~~amount~~ equal to ~~one-tenth of one percent (0.10~~35%) ofmultiplied by the ~~then~~Market ~~issued~~Price ~~and~~(as ~~outstanding~~defined ~~shares~~below) of(representing ~~the~~a ~~Company’s~~discount ~~common stock~~rate ~~per share~~ of ~~Series B Preferred~~ 65%). ~~Conversions~~“Market ofPrice” ~~Series~~means ~~B Preferred shall be calculated and made on a post-conversion basis, such that~~ the ~~number~~average of the ~~shares~~lowest ofthree ~~common~~(3) ~~stock~~trading ~~held~~prices byfor the ~~holder~~common ~~immediately~~stock ~~following~~during the ~~conversion~~twenty-five (25) oftrading ~~one~~day ~~share~~period ofending ~~Series B~~on ~~Preferred~~the ~~would~~latest ~~equal~~complete ~~one-tenth~~trading ofday ~~one~~prior ~~percent~~to ~~(0.10%) of~~ the ~~total~~conversion ~~issued~~date. ~~and~~In ~~outstanding~~addition, ~~shares~~in ofno ~~common~~event ~~stock~~TJC ~~immediately~~may ~~following~~convert the ~~conversion.~~shares ~~Series~~into ~~B Preferred votes together with our~~ common stock ~~and~~if isTJC’s ~~entitled~~total tonumber ~~one (1) vote~~ of ~~common~~shares ~~stock for~~beneficially ~~each preferred share~~ held. Inat ~~any~~that ~~liquidation,~~time ~~holders~~would ofexceed ~~our Series B Preferred will receive liquidation preference~~9.99% ~~Shares~~ of the ~~Series~~number Bof ~~Preferred~~shares ~~have~~of nothe ~~dividend~~Company’s ~~rights~~common stock.

OfConvertible ~~the~~Note ~~500 shares of Series B Preferred, 400 shares were~~ issued to ~~Uptick and its assignees and 100 shares were issued to Jordan Starkman, the President and Chief Executive Officer of the Company.~~TJC

~~The~~Additionally, ~~transaction~~on ~~includes~~July ~~customary~~15, ~~representations~~2015, ~~warranties~~the Company ~~and~~issued ~~covenants.~~to ~~The~~TJC ~~foregoing~~a ~~description~~Convertible of Promissory Note in the ~~transactions~~principal ~~does~~amount ~~not~~of ~~purport~~up to be$200,000, aat ~~complete~~the ~~statement~~interest rate of ~~the~~15% ~~parties’~~per annum. ~~rights~~The ~~and~~maturity ~~obligations~~date ~~under~~for the ~~Settlement Agreement~~note ~~and~~shall isbe ~~qualified~~six in(6) ~~its~~months ~~entirety~~from bythe ~~reference~~effective todate of each payment. As of the ~~Settlement~~date ~~Agreement~~hereof, ~~which~~the Company ishas ~~filed~~received ~~with~~an ~~this~~initial ~~report~~tranche asof ~~Exhibit~~ $10,000 from TJC under the note.1.

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%). “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 conversion date. 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 as determined in accordance 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.

Item 3.02

Unregistered Sale of Equity Securities.

The disclosure set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

The ~~shares~~ ofnotes ~~common stock and Series B Preferred~~ 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 5.03 Amendments to Articles of Incorporation or Bylaws

The disclosure set forth under Item 1.01 above is incorporated by reference into this Item 5.03.

On July 13, 2015, the Company filed a Certificate of Amendment with the State of Nevada increasing the Company's authorized common stock from 1,900,000,000 to 2,900,000,000.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation – Series B Preferred Stock
3.2		Certificate of Amendment
10.1		Settlement and Release Agreement, dated April 22, 2015, by and among the Company, Uptick Capital, LLC and Zahav Resources, Inc.

None.

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.
Dated: July 17, 2015	By:	/s/ Jordan Starkman
Dated: July 23, 2015	By:	/s/ Jordan Starkman
		Name: Jordan Starkman
		Title: President and Chief Executive Officer

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