RMRK / Rimrock Gold Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rimrock Gold Corp.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1424455
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rimrock Gold Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2018 15-15D

RMRK / Rimrock Gold Corp. FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

September 22, 2015 EX-3.1

EX-3.1

ex3-1.htm Exhibit 3.1

September 22, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

rimro201509228k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2015 Rimrock Gold Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-149552 75-3266961 (State or other jurisdiction of incorporation) (Commission File

September 22, 2015 EX-99.1

RESIGNATION NOTICE August 31, 2015

ex99-1.htm Exhibit 99.1 RESIGNATION NOTICE August 31, 2015 Rimrock Gold Corp. 3651 Lindell Road Suite D155 Las Vegas, NV 89103 Attn: Board of Directors Dear Sir or Madam, I hereby resign as Director of Rimrock Gold Corp., a Nevada corporation (the ?Corporation?) and all the other officer positions I hold in the Corporation, effective immediately. My resignation is not the result of any disagreemen

August 24, 2015 SC 13G/A

RMRK / Rimrock Gold Corp. / TJC Trading, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Rimrock Gold Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76676T109 (CUSIP Number) TJC Trading, LLC 412 Marlborough Road Cedarhurst, NY 11516 516-746-1310 (Name, Address and Telephone Number of Person Authorized to Receive Notices

August 19, 2015 SC 13G/A

RMRK / Rimrock Gold Corp. / KBM WORLDWIDE, INC. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* RIMROCK GOLD CORP. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 76676T109 (CUSIP number) July 27, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

August 3, 2015 SC 13G

RMRK / Rimrock Gold Corp. / TJC Trading, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rimrock Gold Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76676T109 (CUSIP Number) TJC Trading, LLC 412 Marlborough Road Cedarhurst, NY 11516 516-746-1310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): July 15, 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 Nu

July 20, 2015 10-Q

Rimrock Gold Corp. 10-Q

10-Q 1 rmrk-10q05312015.htm REPORT FOR 05/31/2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

July 17, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 22, 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 N

July 17, 2015 EX-10.1

Settlement and Release Agreement, dated April 22, 2015, by and among the Company, Uptick Capital, LLC and Zahav Resources, Inc.

RIMROCK GOLD CORP. 8-K Exhibit 10.1 SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”), dated as of April 22, 2015, is entered into by and among (i) UPTICK CAPITAL, LLC, a limited liability company organized and existing under the laws of the State of Connecticut (“Uptick”), (ii) ZAHAV RESOURCES, INC., a corporation incorporated under the laws of the State of

July 17, 2015 EX-3.1

Certificate of Designation – Series B Preferred Stock

RIMROCK GOLD CORP. 8-K Exhibit 3.1

July 17, 2015 EX-3.2

Certificate of Amendment

RIMROCK GOLD CORP. 8-K Exhibit 3.2

July 15, 2015 NT 10-Q

Rimrock Gold NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response????????.2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: May 31, 2015 ?

July 14, 2015 10-Q/A

Rimrock Gold Corp. 10-Q/A

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

July 14, 2015 10-Q/A

Rimrock Gold Corp. 10-Q/A

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 February 28, 2009 ? 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

April 23, 2015 SC 13G

RMRK / Rimrock Gold Corp. / KBM WORLDWIDE, INC. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* RIMROCK GOLD CORP. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 76676T109 (CUSIP number) April 23, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

April 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMR

April 14, 2015 NT 10-Q

Rimrock Gold NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response????????.2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ?Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: February 28, 20

February 12, 2015 EX-10.1

Employment Agreement with Jordan Starkman

RIMROCK GOLD CORP. 8-K Exhibit 10.1 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of February 2, 2015, by and between Jordan Starkman (the "Executive") and Rimrock Gold Corp., a Nevada Corporation (the "Company"). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be

February 12, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 28, 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

February 12, 2015 EX-10.2

Employment Agreement with Richard R. Redfern

RIMROCK GOLD CORP. 8-K Exhibit 10.2 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of February 2, 2015, by and between Richard R. Redfern (the "Executive") and Rimrock Gold Corp., a Nevada Corporation (the "Company"). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to

February 12, 2015 EX-3.1

Certificate of Amendment, dated January 28, 2015

RIMROCK GOLD CORP. 8-K Exhibit 3.1

February 12, 2015 EX-3.2

Certificate of Designation – Class A Convertible Preferred Stock

RIMROCK GOLD CORP. 8-K Exhibit 3.2

January 22, 2015 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT UNDER SE

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 RIMROCK GOLD CORP. (Exact na

January 22, 2015 CORRESP

Rimrock Gold Corp. 3651 Lindell Road, Suite D155 Las Vegas, NV 89103

Rimrock Gold Corp. 3651 Lindell Road, Suite D155 Las Vegas, NV 89103 January 22, 2015 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attn: Tia L. Jenkins Re: Rimrock Gold Corp. Form 10-K for the Fiscal Year Ended August 31, 2014 Filed December 17, 2014 File No. 333-149552 Dear Ms. Jenkins: We are in receipt of your comment lett

January 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMR

January 14, 2015 NT 10-Q

RMRK / Rimrock Gold Corp. NT 10-Q - - FORM NT 10-Q

NT 10-Q 1 v398668nt10-q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response…………………….2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Fo

January 7, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): December 30, 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 Fil

January 7, 2015 EX-16.1

Schwartz Levitsky Feldman llp

EX-16.1 2 v398281ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 Schwartz Levitsky Feldman llp CHARTERED ACCOUNTANTS LICENSED PUBLIC ACCOUNTANTS TORONTO · MONTREAL BY REGISTERED MAIL January 7, 2015 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sir or Madam: We are the former independent auditors for Rimrock Gold Corp. (the “Company”). We have read the Company’s disclos

December 17, 2014 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 RIMROCK GOLD CORP. (Exact name of registrant as

December 1, 2014 NT 10-K

RMRK / Rimrock Gold Corp. NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response…………………….2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ¨Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: August 31, 2014

October 27, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k093014rimrockgold.htm CURRENT REPORT 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): September 30, 2014 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other

October 27, 2014 EX-4.3

CONVERTIBLE PROMISSORY NOTE

EX-4.3 4 f8k093014ex4iiirimrock.htm CONVERTIBLE PROMISSORY NOTE Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)

October 27, 2014 EX-4.1

AMENDMENT TO RIMROCK GOLD CORP. CONVERTIBLE NOTE

Exhibit 4.1 AMENDMENT TO RIMROCK GOLD CORP. CONVERTIBLE NOTE This Amendment to Rimrock Gold Corp. Convertible Note ("Amendment") is made as of September 30, 2014 by Rimrock Gold Corp., a Nevada corporation (the "Company"), in favor of Redwood Fund LP, a Delaware limited partnership (the "Holder"). WHEREAS, the Company executed and delivered to the Holder the Rimrock Gold Corp. Convertible Note, da

October 27, 2014 EX-10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

EX-10.1 5 f8k093014ex10irimrock.htm AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement ("Amendment") is made and entered into as of September 30, 2014 by and among Rimrock Gold Corp., a Nevada corporation (the "Company"), and Redwood Fund LP, a Delaware limited partnership (the "Purchaser"). WHEREAS, th

October 27, 2014 EX-10.2

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 1, 2014, by and between RIMROCK GOLD CORP., a Nevada corporation, with headquarters located at 3651 Lindell Road - Suite D155, Las Vegas, NV (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the

October 27, 2014 EX-4.2

AMENDMENT TO RIMROCK GOLD CORP. COMMON STOCK PURCHASE WARRANT

Exhibit 4.2 AMENDMENT TO RIMROCK GOLD CORP. COMMON STOCK PURCHASE WARRANT This Amendment to Rimrock Gold Corp. Common Stock Purchase Warrant ("Amendment") is made as of September 30, 2014 by Rimrock Gold Corp., a Nevada corporation (the "Company"), in favor of Redwood Fund LP, a Delaware limited partnership (the "Holder"). WHEREAS, the Company executed and delivered to the Holder the Rimrock Gold

August 29, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 25, 2014, by and between RIMROCK GOLD CORP., a Nevada corporation, with headquarters located at 3651 Lindell Road - Suite D155, Las Vegas, NV (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the

August 29, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k082514rimrockgold.htm CURRENT REPORT 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): August 25, 2014 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other ju

August 29, 2014 EX-4.1

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

July 21, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMROCK G

July 15, 2014 NT 10-Q

RMRK / Rimrock Gold Corp. NT 10-Q - - FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response…………………….2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 31, 2014 ☐

July 9, 2014 8-K/A

Changes in Registrant's Certifying Accountant, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 Fil

June 12, 2014 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SE

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 RIMROCK GOLD CORP. (Exact na

June 10, 2014 8-K/A

Changes in Registrant's Certifying Accountant, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A2 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 Fil

June 6, 2014 CORRESP

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CORRESP 1 filename1.htm Rimrock Gold Corp. 3651 Lindell Rd. Suite #D155 Las Vegas, NV 89103 June 6, 2014 VIA EDGAR William H. Thompson Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Rimrock Gold Corp. Amendment No. 1 to Form 10-K for Fiscal Year Ended August 31, 2013 Filed April 11, 2014 File No. 333-149552 Dear Mr. Thompson Rimrock

May 2, 2014 CORRESP

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Rimrock Gold Corp. 3651 Lindell Rd. Suite #D155 Las Vegas, NV 89103 May 2, 2014 VIA EDGAR William H. Thompson Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Rimrock Gold Corp. Amendment No. 1 to Form 10-K for Fiscal Year Ended August 31, 2013 Filed April 11, 2014 File No. 333-149552 Dear Mr. Thompson Rimrock Gold Corp. (“Rimrock”, th

April 21, 2014 EX-4.1

RIMROCK GOLD CORP. CONVERTIBLE NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

April 21, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k041414rimrockgold.htm CURRENT REPORT 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 14, 2014 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other jur

April 21, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 4 f8k041414ex10irimrockgold.htm SECURITIES PURCHASE AGREEMENT, DATED APRIL 14, 2014, BY AND AMONG RIMROCK GOLD CORP. AND REDWOOD FUND LP Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made and entered into as of April 14, 2014, by and between Rimrock Gold Corp., a Nevada corporation (“Company”), and Redwood Fund LP, a Delaware limited pa

April 21, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMR

April 21, 2014 EX-4.2

COMMON STOCK PURCHASE WARRANT RIMROCK GOLD CORP.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 14, 2014 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 28, 2014

April 11, 2014 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SE

10-K/A 1 f10k2013a1rimrockgold.htm ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

January 24, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMR

January 14, 2014 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response…………………….2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2

December 20, 2013 CORRESP

-

Rimrock Gold Corp. 3615 Lindelle Rd., Suite D155 Las Vegas, NV 89103 December 20, 2013 VIA EDGAR William H. Thompson, Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Rimrock Gold Corp Form 8-K Filed December 18, 2013 File No. 333-149552 Dear Mr. Thompson: We are in receipt of your comment letter dated December

December 20, 2013 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2013 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or Other Jurisdiction (Commission File (IRS Employer

December 20, 2013 EX-16.1

December 19, 2013

Exhibit 16.1 December 19, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sirs/Madams: Re: Rimrock Gold Corp. We are the former independent auditors for Rimrock Gold Corp. (the “Company”). We have read the Company’s disclosure in the section “Changes in Registrant’s Certifying Accountant” as included in Section 4.01 of the Company’s 8-K/A dated December 12

December 18, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - CURRENT REPORT

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): December 12, 2013 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or Other Jurisdiction (Commission File (IRS Employer of

December 18, 2013 EX-16.1

December 13, 2013

EX-16.1 2 f8k121213ex16irimrock.htm LETTER FROM DNTW TORONTO LLP Exhibit 16.1 December 13, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sirs/Madams: Re: Rimrock Gold Corp. We are the former independent auditors for Rimrock Gold Corp. (the “Company”). We have read the Company’s disclosure in the section “Changes in Registrant’s Certifying Accountant” as

November 15, 2013 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 RIMROCK GOLD CORP. (Exact name of registrant as

October 11, 2013 EX-10.1

Purchase Agreement, mining (Title of Document) This cover page must be type or printed.

Exhibit 10.1 APN# n/A Mining Recoding Requested by and Return To: Name Richard R. Redfern Address 1982 Ruby View Dr City/State/Zip Elko NV 89801 Purchase Agreement, mining (Title of Document) This cover page must be type or printed. 679271 10/07/2013 002 of 16 September 23, 2013 Richard R. Redfern dba RMIC Gold 1982 Ruby View Drive Elko, Nevada 89801 Dear Sirs: Re: Purchase Agreement, Ivanhoe Cree

October 11, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT

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): September 23, 2013 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other jurisdiction of incorporation) (Commission Fi

October 11, 2013 EX-99.1

Rimrock Gold Corp. Acquires Ivanhoe Creek Gold-Silver Property in Nevada

Exhibit 99.1 Rimrock Gold Corp. Acquires Ivanhoe Creek Gold-Silver Property in Nevada LAS VEGAS, October 11, 2013 - Rimrock Gold Corp. (OTCQB:RMRK) (the “Company”), is pleased to announce that it has completed the acquisition of the advanced-stage Ivanhoe Creek, Nevada, epithermal bonanza gold-silver property from RMIC Gold, a private Nevada company controlled by Richard R Redfern. Mr. Redfern is

July 22, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMROCK G

July 15, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2013 o Tra

May 9, 2013 EX-99.1

Rimrock Gold Corp. Acquires Advanced Stage Exploration Gold-Silver Property in Nevada from Geologix

Exhibit 99.1 Rimrock Gold Corp. Acquires Advanced Stage Exploration Gold-Silver Property in Nevada from Geologix LAS VEGAS, May 8, 2013 - Rimrock Gold Corp., a Nevada corporation, (the “Company”) (OTCQB:RMRK) is pleased to announce that it has closed a Purchase Agreement, by and among the Company and Geologix Explorations Inc., a British Columbia corporation, and Geologix (US) Inc., a Nevada corpo

May 9, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 to 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): May 3, 2013 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other jurisdiction of incorporation)

May 9, 2013 EX-10.1

PURCHASE AGREEMENT RIMROCK GOLD CORP. GEOLOGIX EXPLORATIONS INC. GEOLOGIX (U.S.) INC. Mining Claims on the Silver Cloud Gold-Silver Property Dated as of May 3, 2013 TABLE OF CONTENTS

Exhibit 10.1 PURCHASE AGREEMENT Among: RIMROCK GOLD CORP. and GEOLOGIX EXPLORATIONS INC. and GEOLOGIX (U.S.) INC. For Mining Claims on the Silver Cloud Gold-Silver Property Dated as of May 3, 2013 TABLE OF CONTENTS Article 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION Section 1.1 Definitions 2 Section 1.2 Certain Rules of Interpretation 4 Section 1.3 Knowledge 5 Section 1.4 Entire Agreement 5 Sec

April 24, 2013 EX-99.1

RIMROCK MINIG INC. February 11, 2013 Table of contents Independent Auditor’s Report 3 Balance Sheet 4 Notes to financial statement 5 - 9

Exhibit 99.1 Financial Statement of RIMROCK MINIG INC. (An Exploration Stage Company) February 11, 2013 1 RIMROCK MINIG INC. February 11, 2013 Table of contents Independent Auditor’s Report 3 Balance Sheet 4 Notes to financial statement 5 - 9 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Rimrock Mining Inc. We have audited the accompanying

April 24, 2013 EX-99.2

RIMROCK GOLD CORP. Condensed Combined Pro Forma Balance Sheet

Exhibit 99.2 Rimrock Gold Corp. and Rimrock Mining Inc. Unaudited Pro Forma Balance Sheet February 11, 2013 The following unaudited pro forma balance sheet gives effect to the Share Exchange Agreement dated February 11, 2013 between the Company and Rimrock under which the Company acquired 100% of the shares of Rimrock in exchange for the issuance of 17,800,000 shares of common stock of the Company

April 24, 2013 8-K/A

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 to 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 23, 2013 (February 11, 2013) RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other jurisdi

April 22, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 RIMR

April 15, 2013 NT 10-Q

- FORM 10Q EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 28, 2013

February 15, 2013 EX-4.1

WARRANT TO PURCHASE COMMON STOCK

EX-4.1 2 f8k021113ex4irimrock.htm FORM OF WARRANT Exhibit 4.1 WARRANT TO PURCHASE COMMON STOCK NO. A- RIMROCK GOLD CORP. Shares , 2013 VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE

February 15, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 f8k021113rimrock.htm CURRENT REPORT 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): February 11, 2013 RIMROCK GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other juri

January 30, 2013 EX-10.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG TUCANA LITHIUM CORP., TUCANA HOLDINGS, INC., RIMROCK MINING, INC. Dated as of January 24, 2013

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG TUCANA LITHIUM CORP., TUCANA HOLDINGS, INC., AND RIMROCK MINING, INC. Dated as of January 24, 2013 AGREEMENT OF PLAN AND MERGER TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 2 Section 1.3 Effects of the Merger 2 Section 1.4 Articles of Incorporation, Bylaws, Directors and Officers of the Surv

January 30, 2013 EX-3.1

EX-3.1

Exhibit 3.1

January 30, 2013 EX-99.1

3651 Lindell Road, Suite D155, Las Vegas, NV 89103

Exhibit 99.1 Rimrock Gold Corp. Announces Signing of Merger Agreement, Name Change, and Reverse Split LAS VEGAS, January 30, 2013 – Rimrock Gold Corp., formerly known as Tucana Lithium Corp. (OTCQB: TUCA), is pleased to announce that it has entered into a definitive merger agreement (the “Merger Agreement”) to acquire a 100% interest in three prospective gold exploration properties located in the

January 30, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): January 24, 2013 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

January 18, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 TUCA

January 14, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2012

November 30, 2012 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 TUCANA LITHIUM CORP. (Exact name of registrant a

November 29, 2012 NT 10-K

- FORM 10-K EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ý Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2012 o Tr

July 23, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 o TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 TUCANA LI

July 16, 2012 NT 10-Q

- EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2012 o Trans

May 17, 2012 EX-10.1

ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of May 11, 2012, by and between Tucana Lithium Corp., a Nevada Corporation (the “Purchaser” or the “Company” or “TUCA”), and Alain Champagne and parties ( the “Seller”). WHEREAS, the Purchaser desires to purchase 100% interest in two mining property known as The Lac Kame and EM-1Properties (Hereina

May 17, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - CURRENT REPORT

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): May 11, 2012 TUCANA LITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-149552 75-3266961 (State or other jurisdiction of incorporation) (Commission File N

May 17, 2012 EX-10.2

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 11, 2012, by and among TUCANA LITHIUM CORP., a Nevada company (the “Parent”), PAY BY THE DAY COMPANY INC., a Ontario corporation (the “Company”) and JORDAN STARKMAN, President, Chief Executive Officer, Secretary and the sole director of Parent and President of the Company(“Starkman”). R

April 23, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-149552 TUCA

April 13, 2012 NT 10-Q

- QUARTERLY REPORT EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 29, 2012 o

January 23, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 o TRANSITION REPORT PURSUANT

10-Q 1 f10q1111tucana.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. TUCANA LIT

January 13, 2012 NT 10-Q

- FORM 10Q EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2011 o

December 14, 2011 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 TUCANA LITHIUM CORP. (Name of small business iss

November 29, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 extf10k2011tucana.htm FORM 10-K EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ý Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Qo Form 10-D o Form N-SAR

November 10, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 10, 2011 TUCANA LITHIUM CORP. (Exact name of registrant as specified in charter) Nevada 333-149552 75-3266961 (State or other jurisdiction of incorporation or organization) (

November 10, 2011 EX-99.1

Tucana Lithium Obtains the NI 43-101 Technical Report for the Exploration Program in 2011 Summer on the Abigail Property

Exhibit 99.1 Tucana Lithium Obtains the NI 43-101 Technical Report for the Exploration Program in 2011 Summer on the Abigail Property LAS VEGAS, Nov. 10, 2011 (GLOBE NEWSWIRE) - Tucana Lithium Corp. (the "Company") (OTCQB:TUCA.PK) is pleased to announce the Company has received the NI 43-101 Technical Report (the "Report") for the exploration program in the summer of 2011 on the Abigail Property.

November 10, 2011 EX-99.2

NI 43-101 TECHNICAL REPORT PERTAINING TO THE: ABIGAIL PROPERTY Nemiscau Area Northern Quebec, Canada Lac des Montagnes Volcanic Belt, NTS 32O12, 32O13 Effective date of the technical report: November 4, 2011 Prepared for: Tucana Lithium Corp.

Exhibit 99.2 NI 43-101 TECHNICAL REPORT PERTAINING TO THE: ABIGAIL PROPERTY Nemiscau Area Northern Quebec, Canada Lac des Montagnes Volcanic Belt, NTS 32O12, 32O13 Effective date of the technical report: November 4, 2011 Prepared for: Tucana Lithium Corp. Prepared by: Donald Th?berge, P.Eng., Ing., M.B.A. SOLUMINES TUCANA LITHIUM CORP. NI 43-101 TECHNICAL REPORT, ABIGAIL PROPERTY CERTIFICATE OF QU

July 20, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. TUCANA LITHIUM CORP. (Exact name of registrant as specifie

July 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2011 o Trans

June 14, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 13, 2011 TUCANA LITHIUM CORP. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission File Numb

June 14, 2011 EX-99.1

CONTACT: Tucana Lithium Corp. Jordan Starkman, CEO www.tucanalithium.com 1-800-854-7970 Peritus Capital [email protected] 416-907-2151

Exhibit 99.1 Tucana Lithium (formerly known as Oteegee Innovations) Announces Agreement with Nemaska Exploration LAS VEGAS, June 14, 2011 (GLOBE NEWSWIRE) - Tucana Lithium Corp. (formerly known as Oteegee Innovations Inc.) (OTCQB:TUCA) wishes to announce the Company has entered into a geological and management services agreement with Nemaska Exploration Inc. to coordinate and execute the Company's

June 14, 2011 EX-10.1

45 rue de Gare du Palais B.P. 10 Qu?bec (Qu?bec) G1K 3x2 T?l. : 418 780-6038 Fax : 418 948-9106 www.nemaskaexploration.com

Exhibit 10.1 THIS SERVICES AGREEMENT,dated this 9th day of June, 2011 between: Nemaska Exploration inc. 450, de la Gare du Palais P.O.B. 10 Quebec (Quebec) G1K 3X2 And: Tucana Exploration inc. 3651 Lindell Rd, Suite #D155 Las Vegas, NV, 89103 RE: GEOLOGICAL AND MANAGEMENT SERVICES CONTRACT,PROJECT:ABIGAIL Yves Caron, on behalf of Nemaska Exploration inc. (?Nemaska?) is pleased to submit this propo

May 17, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 3, 2011 TUCANA LITHIUM CORP. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission File Number

May 17, 2011 EX-2.1

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

EX-2.1 2 f8k050311ex2itucana.htm AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 2.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20110333739-22

May 17, 2011 EX-99.1

CONTACT: Investor Relations Foothills Group 408-693-0404 www.foothillsgroup.com Tucana Lithium Corp. Jordan Starkman, CEO www.oteegeeinnovations.com www.tucanalithium.com

Exhibit 99.1 Tucana Lithium (Formerly Known as Oteegee Innovations) Announces Updated Plan for Spring Exploration Program LAS VEGAS, May 17, 2011 (GLOBE NEWSWIRE) - Tucana Lithium Corp. (formerly known as Oteegee Innovations Inc.) (OTCQB:OTGI) wishes to announce the Company has secured the sufficient funds for the exploration campaign and will commence its exploration program within the first few

May 17, 2011 EX-4.1

DEBENTURE TUCANA LITHIUM CORP. 10% Convertible Debenture Due May 15, 2012 No. 01 Up to $150,000

EX-4.1 3 f8k050311ex4itucana.htm TUCANA LITHIUM CORP. 10% CONVERTIBLE DEBENTURE Exhibit 4.1 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGUL

April 19, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2011 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. OTEEGEE INNOVATIONS INC. (Exact name of registrant as

April 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 28, 2011 o Transition Rep

January 19, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. OTEEGEE INNOVATIONS INC. (Exact name of registrant as

January 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2010 o Transition Rep

December 14, 2010 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 OTEEGEE INNOVATIONS INC. (Exact name of registra

December 3, 2010 EX-10.2

ABIGAIL PROPERTY EXECUTIVE SUMMARY JUNE 2010

Exhibit 10.2 EXECUTIVE SUMMARY ABIGAIL PROPERTY ABIGAIL PROPERTY EXECUTIVE SUMMARY JUNE 2010 By: Donald Th?berge, Eng., M.B.A SOLUMINES 1 EXECUTIVE SUMMARY ABIGAIL PROPERTY PROPERTY, DESCRIPTION AND LOCATION The property is located in the James Bay region of the Province of Quebec, Canada, and more precisely in the Nemaska area. It is covered by NTS sheets 32O/12 and 32O/13. It is made up of 222 m

December 3, 2010 8-K

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): November 29, 2010 OTEEGEE INNOVAT

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): November 29, 2010 OTEEGEE INNOVATIONS, INC. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission

December 3, 2010 EX-10.1

ASSET PURCHASE AGREEMENT

EX-10.1 2 f8k112910ex10ioteegee.htm ASSET PURCHASE AGREEMENT Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of November 29, 2010, by and between Oteegee Innovations Inc., a Nevada Corporation (the “Purchaser” or the “Company” or “OTGI”), and Alain Champagne and parties ( the “Seller”). WHEREAS, the Purchaser desires to purchase 100% interest in

November 29, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2010 o Transition Repor

August 23, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 20, 2010 OTEEGEE INNOVATIONS, INC. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission Fi

August 23, 2010 EX-10.3

By e-mail Friday, 20 August 2010,

Exhibit 10.3 Entrepreneurs Institute Suite 802, Tower 2, Lippo Centre, 89 Queensway, Hong Kong Tel: +852 2861 3833 Fax: +852 2527 0662 E-mail: [email protected] Website: www.ei-online.net Building Tomorrow's Business Leaders Today Our Ref : 3797-EI000231 Oteegee Innovations, Inc. Attn: Mr. Jordan Starkman, By e-mail Friday, 20 August 2010, Dear Sirs, Please consider this letter formal notice of ter

July 20, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. OTEEGEE INNOVATIONS INC. (Exact name of registrant as spec

July 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2010 o Transition Report o

July 9, 2010 EX-99.1

Oteegee Innovations Acquires 40% of Oteegee International IP Distribution Rights

Exhibit 99.1 Oteegee Innovations Acquires 40% of Oteegee International IP Distribution Rights LAS VEGAS, NV ? July 9, 2010 ? Oteegee Innovations Inc. (OTCBB: OTGI) is pleased to announce it has signed and closed a share exchange agreement with Oteegee International Holdings Ltd. (Oteegee International), a Hong Kong company, to acquire 40% of Oteegee International in exchange for the issuance of 61

July 9, 2010 EX-10.2

OTGI International Share Exchange Schedule to the within-written Agreement Date of this Agreement: 6th. July 2010 Effective Date:

Exhibit 10.2 OTGI International Share Exchange Schedule to the within-written Agreement Date of this Agreement: 6th. July 2010 Effective Date: OTGI Name: Oteegee Innovations, Inc. Address: 3651 Lindell Rd, Suite #D155, Las Vegas, NV, 89103, USA Telephone: +1 (800) 854 7970 Fax: +1 (702) 943-0233 E-mail: info oteegee.com Contact: Mr. Jordan Starkman Oteegee International Name: Oteegee International

July 9, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k051110otgi.htm FORM 8-K 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): May 11, 2010 OTEEGEE INNOVATIONS, INC. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-14

April 19, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. OTEEGEE INNOVATIONS INC. (Exact name of registrant as

April 14, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 28, 2010 o Transition Rep

April 9, 2010 EX-99.1

Oteegee Innovations Inc. Announces Name Change from “Pay By The Day Holdings, Inc.” to “Oteegee Innovations Inc.” and Forward Split on a 10-for-1 Basis

Exhibit 99.1 Oteegee Innovations Inc. Announces Name Change from ?Pay By The Day Holdings, Inc.? to ?Oteegee Innovations Inc.? and Forward Split on a 10-for-1 Basis LAS VEGAS, NV ? April 7, 2010 ? Oteegee Innovations, Inc. (OTCBB: OTGI) is pleased to announce that on March 22, 2010, the Company changed its name from ?Pay By The Day Holdings, Inc.? to ?Oteegee Innovations Inc.? (the ?Name Change?).

April 9, 2010 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): March 22, 2010 OTEEGEE INNOVATIONS, INC. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission Fil

March 18, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 12, 2010 PAY BY THE DAY HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 333-149552 75-3266961 (Commission

March 18, 2010 EX-10.1

LETTER OF INTENT FOR ASSETS REORGANIZATION OF PAY BY THE DAY HOLDINGS INC, HEREINAFTER “PBDH”.

Exhibit 10.1 LETTER OF INTENT FOR ASSETS REORGANIZATION OF PAY BY THE DAY HOLDINGS INC, HEREINAFTER ?PBDH?. March 10, 2010 This Memorandum summarizes the principal terms of a series of proposed transactions involving the entities listed on Exhibit A ("Participating Entities"). This Memorandum of Terms is intended solely as a summary of the terms that are currently proposed by the parties and shall

January 19, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. PAY BY THE DAY HOLDINGS, INC. (Exact name of registra

January 15, 2010 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 PAY BY THE DAY HOLDINGS, INC. (Name of small bus

January 14, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2009 o T

November 30, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2009 o Tra

August 6, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. PAY BY THE DAY HOLDINGS, INC. (Exact na

July 20, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. PAY BY THE DAY HOLDINGS, INC. (Exact name of registrant as

July 15, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q051309paybyday.htm FORM 10Q EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Q x Form 10-D o Form N-SAR o Form N-C

April 16, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. PAY BY THE DAY HOLDINGS, INC. (Exact name of registra

April 15, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q oForm 10-D o Form N-SAR o Form N-CSR For Period Ended: February 29, 2009 o

January 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. PAY BY THE DAY HOLDINGS, INC. (Exact name of registra

January 14, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-149552 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2008 o

December 1, 2008 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-149552 PAY BY THE DAY HOLDINGS, INC. (Name of small bus

October 10, 2008 CORRESP

Pay By The Day Holdings, Inc. 193 Jardin Drive, 2nd Floor West Concord, ON L4K 1X5

Pay By The Day Holdings, Inc. 193 Jardin Drive, 2nd Floor West Concord, ON L4K 1X5 October 10, 2008 U.S. Securities & Exchange Commission Office of Small Business 450 Fifth Street NW Washington, D.C. 20549 Re: Pay By The Day Holdings, Inc. File No. 333-149552 Dear Sir/Madam: Request is hereby made for the acceleration of the effective date of our Registration Statement on Form S-1, File No. 333-14

October 3, 2008 CORRESP

October 2, 2008

October 2, 2008 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street N.E. Washington, DC 20549 Re: Pay By The Day Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 25, 2008 File No. 333-149552 Dear Mr. Owings: We represent Pay By The Day Holdings, Inc. (“Pay By The Day Holdings” or the “Company”). We are in receipt of your letter dat

October 3, 2008 S-1/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 4 TOFORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Pay By The Day Holdings, Inc. (Exact Name of Small Business Issuer in its Charter) Nevada (State of Incorporation) (Primary Standard Class

SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO.

September 25, 2008 EX-10.2

MEMORANDUM OF UNDERSTANDING: SYNDICATED LEASE TRANSACTIONS WITH VENDOR RECOURSE

Exhibit 10.2 TANNER FINANCIAL SERVICES INC. MEMORANDUM OF UNDERSTANDING: SYNDICATED LEASE TRANSACTIONS WITH VENDOR RECOURSE 1.0 GENERAL This memorandum of understanding shall serve to define the terms and conditions of syndicated business transactions undertaken and/or to be undertaken between Tannor Financial Services Inc., 4A-385 Fairway Road, Suite 183, Kitchener, Ontario, N2C 2N9, hereinafter

September 25, 2008 S-1/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 3 TOFORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Pay By The Day Holdings, Inc. (Exact Name of Small Business Issuer in its Charter) Nevada (State of Incorporation) (Primary Standard Class

SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO.

September 25, 2008 CORRESP

-1-

September 25, 2008 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street N.E. Washington, DC 20549 Re: Pay By The Day holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 8, 2008 File No. 333-149552 Dear Mr. Owings: We represent Pay By The Day Holdings, Inc. (“Pay By The Day Holdings” or the “Company”). We are in receipt of your letter d

September 8, 2008 CORRESP

1

September 8, 2008 Division of Corporation Finance UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.

September 8, 2008 S-1/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TOFORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Pay By The Day Holdings, Inc. (Exact Name of Small Business Issuer in its Charter) Nevada (State of Incorporation) (Primary Standard Class

SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO.

June 30, 2008 CORRESP

Answer: The Company has revised the common stock amount offered for resale by the affiliate shareholders.

June 30, 2008 Division of Corporate Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Pay By The Day Holdings, Inc. Registration Statement on Form S-1 Filed March 5, 2008File No. 333-149552 Dear Ms. Petrillo: We represent Pay By The Day Holdings, Inc. (the “Company”). We are in receipt of your letter dated March 26, 2008 regarding the above referenced filing and the follow

June 30, 2008 EX-99.1

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

SUBSCRIPTION AGREEMENT To: Pay By The Day Holdings, Inc. Attn: Mr. Jordan Starkman 193 Jardin Drive, 2nd Floor West Concord, ON L4K 1X5 Gentlemen: 1. Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from Pay By The Day Holdings, Inc., a Nevada Corporation (the ?Company?), the number of shares, set forth on the Signature Page at t

June 30, 2008 S-1/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Pay By The Day Holdings, Inc. (Exact Name of Small Business Issuer in its Charter) Nevada (State of Incorporation) (Primary Standard Clas

SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO.

March 5, 2008 EX-3.2

BYLAWS PAY BY THE DAY HOLDINGS, INC. A Nevada Corporation As of August 31, 2007 ARTICLE I Meetings of Stockholders

BYLAWS OF PAY BY THE DAY HOLDINGS, INC. A Nevada Corporation As of August 31, 2007 ARTICLE I Meetings of Stockholders Section 1.1 Time and Place. Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly authorized notice of t

March 5, 2008 S-1

SECURITIES AND EXCHANGE COMMISSION FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Pay By The Day Holdings, Inc. (Exact Name of Small Business Issuer in its Charter) Nevada (State of Incorporation) (Primary Standard Classification Code) (I

SECURITIES AND EXCHANGE COMMISSION ================================== FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ================================== Pay By The Day Holdings, Inc.

March 5, 2008 EX-10.1

Share Exchange Agreement

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of August 31, 2007, by and among PAY BY THE DAY HOLDINGS, INC.

March 5, 2008 EX-3.1

Articles of Incorporation

CORPORATE CHARTER I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that PAY BY THE DAY HOLDINGS, INC.

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