Rimrock Gold Corp (RMRK)

[CrazyC]

The acquisition of RMRK is not complete just yet and I could only speculate what Croe, Inc. wants with this company. But... Did anyone ever consider that maybe, just maybe, that one or two of Poutre companies already had a vested interest prior to the CRCW 10Q that was filed this past August? If RMRK is truly putting all of their financials together to be filed with the SEC, that would help to unravel this puzzle..

From the 8K filed on July 24, 2015 - this company name should ring a bell.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10820536

Item 1.01 Entry Into a Material Definitive Agreement

Redwood Note Assignment

On July 15, 2015, the Company entered into a Convertible Note Purchase and Assignment Agreement (the “Agreement”) with Redwood Fund, LP (“Redwood”) and TJC Trading, LLC (“TJC”). Redwood owns and holds all right, title and interest in and to a convertible note, dated April 14, 2014 and amended on September 30, 2014, issued by the Company in the original principal amount of $100,000 which bears interest at the rate of 12% per annum (the “2014 Note”). Pursuant to the 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 April 14, 2014 (the “First Tranche”), for 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 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. The purchase price for each additional tranche shall be $10,000.

Here is another little tidbit from the last 10Q filed by RMRK:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10814224

See item 9 - CONVERTIBLE NOTES AT FAIR VALUE

Redwood Funds Convertible Note - $100,000
Redwood Funds Warrants – 100,000 - Warrants

Also, regarding the "Preferred Shares" - there weren't any issued or outstanding at the time of this filing. Starkman only owned Common shares.

See item 11 - STOCKHOLDERS’ EQUITY

PREFERRED STOCK

Pursuant to a Board of Directors resolution dated January 28, 2015 and subsequent amendment to the Company’s Articles of Incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001, out of which 500,000 shares are designated as “Series A Super Voting Preferred Stock” with each share of Series A preferred stock entitled to 10,000 votes for every one vote a share of common stock is entitled to.

No shares of preferred stock were issued or outstanding as of May 31, 2015 and August 31, 2014.

COMMON STOCK

On January 28, 2015, the Company’s Board of Directors approved the amendment to Articles of Incorporation to increase authorized capital to 1,900,000,000 shares of common stock with a par value of $0.001.

On February 2, 2015, the Company issued 7,000,000 shares each to Jordan Starkman and Richard R. Redfern, as a consideration for services in accordance with agreements dated February 2, 2015. These shares were valued at $280,000 based on the fair value of the shares on the date of issuance. Further during March 2015, the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares issued to them during the previous quarter as a consideration for services. Accordingly, during the current quarter, the Company reversed this expense of $280,000 which was recorded in the previous quarter under professional fees in the condensed consolidated statement of operations.

In this 8K, do a find on Redwood - it is all over the place..

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10812891