UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________


FORM 10Q/A

_________________

(Mark One)

 [ X ]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012


[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE

ACT

For the transition period from __________ to ___________


Commission file number: 000-54306


RANGEFORD RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

77-1176182

(State of Incorporation)

(IRS Employer ID Number)


5215 N. O’Connor Boulevard, Ste 1820, Irving, Texas 75039

(Address of principal executive offices)


970-218-7080

(Registrant's Telephone number)


8541 North Country Road 11, Wellington, CO 80549

(Former Address and phone of principal executive offices)


Indicate by check mark  whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the  past 12 months (or for such  shorter  period that the  registrant  was required  to file  such  reports),  and  (2)  has  been  subject  to the  filing requirements for the past 90 days.       Yes [X]    No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ]     No [ ]



1






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


Large accelerated filer

[  ]

Accelerated filer [  ]

Non-accelerated filer

[  ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]

No [X]


Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


As of November 14, 2012, there were 10,459,806 shares of the registrant’s common stock issued and outstanding.




2





PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements

(Unaudited)

Page


Balance Sheets – September 30, 2012 and March 31, 2012

5


Statements of Operations  -

Three and Six months ended September 30, 2012 and 2011 and

 the period from December 4, 2007 (Inception) to September 30, 2012

6


Statements of Cash Flows –

Six months ended September 30, 2012 and 2011 and

From December 4, 2007 (Inception) through September 30, 2012

7


Notes to the Financial Statements

8


Item 2.  Management’s Discussion and Analysis of Financial Condition

and Results of Operations

11      


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

16


Item 4.  Controls and Procedures

16


PART II – OTHER INFORMATION


Item 1.  Legal Proceedings

17


Item 1A.  Risk Factors -  Not Applicable

17

    

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

    


Item 3.  Defaults Upon Senior Securities – Not Applicable

18


Item 4.  Mine Safety Disclosure – Not Applicable

18


Item 5.  Other Information – Not Applicable

18


Item 6.  Exhibits

18

SIGNATURES

19



3






PART I


ITEM 1. FINANCIAL STATEMENTS



4






RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Balance Sheets

 

 

September 30, 2012

 

March 31, 2012

 

 

 

 

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

$

1,621

 

$

200

 

Other current asset

 

1,200

 

 

-

Total current assets

 

2,821

 

 

200

 

 

 

 

 

 

 

Total assets

$

2,821

 

$

200

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

$

53,549

 

$

3,350

 

Accrued interest payable

 

-

 

 

160

 

Related party payables

 

-

 

 

21,055

Total current liabilities

 

53,549

 

 

24,565

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

Common stock, $.001 par value; 75,000,000 shares authorized; 10,081,700 shares issued and outstanding at September 30 and March 31, 2012

10,082

 

 

10,082

 

Additional paid in capital

 

65,466

 

 

30,131

 

Deficit accumulated during the development stage

 

(126,276)

 

 

(64,578)

Total stockholders' deficit

 

(50,728)

 

 

(24,365)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

2,821

 

$

200

See accompanying notes to unaudited financial statements.




5






RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Unaudited Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period from December 4, 2007 (inception) to September 30, 2012

 

 

Three months ended September 30,

 

Six months ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

(Restated)

 

 

 

 

(Restated)

 

 

 

Revenue

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and promotion

 

17,104

 

 

-

 

 

17,104

 

 

-

 

 

17,104

 

Professional Fees

 

40,353

 

 

1,500

 

 

42,023

 

 

4,385

 

 

10,3943

 

General and administrative

 

2,526

 

 

45

 

 

2,571

 

 

90

 

 

5,069

Total operating expenses

 

59,983

 

 

1,545

 

 

61,698

 

 

4,475

 

 

126,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(59,983)

 

 

(1,545)

 

 

(61,698)

 

 

(4,475)

 

 

(126,116)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

-

 

 

-

 

 

-

 

 

-

 

 

160

Total other expense

 

-

 

 

-

 

 

-

 

 

-

 

 

160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(59,983)

 

 

(1,545)

 

 

(61,698)

 

 

(4,475)

 

 

(126,276)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(59,983)

 

$

(1,545)

 

$

(61,698)

 

$

(4,475)

 

$

(126,276)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

10,081,700

 

 

10,281,700

 

 

10,081,700

 

 

10,140,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.




6






RANGEFORD RESOURCES, INC.

(A Development Stage Enterprise)

Unaudited Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

For the period from December 4, 2007 (inception) to September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended September 30,

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

(Restated)

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

$

(61,698)

 

$

(4,475)

 

$

(126,276)

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

Stock based compensation

11,620

 

 

-

 

 

24,820

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Other current asset

(1,200)

 

 

-

 

 

(1,200)

 

 

Accounts payable

50,699

 

 

(15)

 

 

53,549

Net cash used in operating activities

 

(579)

 

 

(4,490)

 

 

(49,107)

 

 

 

 

 

 

 

 

 

 

 

Net cash from investing activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from related party payable

2,000

 

 

4,400

 

 

25,215

 

 

Repayments of related party payables

-

 

 

(1,500)

 

 

(1,500)

 

 

Contributed capital

-

 

 

-

 

 

1,200

 

 

Proceeds from issuance of stock

 

-

 

 

-

 

 

25,813

Net cash provided by financing activities

2,000

 

 

2,900

 

 

50,728

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash

1,421

 

 

(1,590)

 

 

1,621

 

 

Cash at beginning of period

 

200

 

 

1,880

 

 

-

 

 

Cash at end of period

$

1,621

 

 

290

 

$

1,621

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

Issuance of 7,630,058 shares of common stock for professional and consulting services

$

-

 

 

-

 

$

13,200

 

Forgiveness of accrued interest due to related parties

 

160

 

 

-

 

 

160

 

Forgiveness of payables due to related parties

 

500

 

 

-

 

 

500

 

Forgiveness of related party loans

$

23,055

 

 

-

 

$

23,055

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash paid for interest

$

-

 

 

-

 

$

-

 

Cash paid for income taxes

$

-

 

 

-

 

$

-

See accompanying notes to unaudited financial statements.




7







 Rangeford Resources, Inc.

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended September 30, 2012 and 2011 and the

Period of December 4, 2007 (Inception) to September 30, 2012


NOTE 1 – CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of September 30, 2012, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2012 audited financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.


NOTE 2 – GOING CONCERN


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.







8






 Rangeford Resources, Inc.

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended September 30, 2012 and 2011 and the

Period of December 4, 2007 (Inception) to September 30, 2012


NOTE 3 - RESTATEMENT


The Company has rested its statement of operations and statement of cash flows for the three six months ended September 30, 2011 after retroactively cancelling an agreement requiring the company to issue common stock for services performed. This had the following impact on our financial statements:


 

 

Originally Reported

 

Restated

 

Change

Balance Sheet

 

 

 

 

 

 

 

 

 

Common stock

$

10,282

 

$

10,182

 

$

(100)

 

Additional paid in capital

 

36,731

 

 

28,831

 

 

(7,900)

 

Accumulated deficit

 

(65,803)

 

 

(57,803)

 

 

8,000

 

 

 

 

 

 

 

 

 

 

Statement of Operations

 

 

 

 

 

 

 

 

 

Professional fees

 

12,385

 

 

4,385

 

 

(8,000)

 

Net loss

 

(12,475)

 

 

(4,475)

 

 

8,000

 

 

 

 

 

 

 

 

 

 

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

Cash used in operating activities

 

(4,490)

 

 

(4,490)

 

 

-

 

Cash provided by investing activities

 

-

 

 

-

 

 

-

 

Cash provided by financing activities

 

2,900

 

 

2,900

 

 

-


NOTE 4 – SUBSEQUENT EVENTS


The Company has entered into various agreements requiring it to issue restricted common stock to certain consultants. These agreements have obligated the Company to issue a total of 23,106 restricted common shares each to two separate consultants and an additional 40,000 restricted common shares to a third consultant in September.


Two of the agreements require the Company to issue an additional number of restricted common shares monthly valued at a total of $5,000 using the fair market value of our common stock as of the last trading day of the month. The third agreement requires the Company to issue both 20,000 shares of common stock and 20,000 warrants monthly beginning October 2012.


While the Company has entered into the obligations to issue the common stock in September, no shares have yet been issued.  


In October and November 2012, the Company has entered into promissory notes totaling $110,000 in exchange for cash of $110,000.  These promissory notes have a term of 60 days from issuance and accrue interest at a rate of 6% per annum.  In addition, the holders of the promissory notes will be issued a total of 275,000 shares of the Company’s restricted common stock.



9






In November 2012, the Company entered into a Purchase and Sale Agreement with Great Northern Energy, Inc. (“Great Northern”) to purchase working interests in oil and gas leases, applied carried interests and farmout rights and certain other properties and interests in Texas in exchange for $3,900,000.  Cash of $100,000 was paid toward the purchase price.  The remaining purchase price is made in the form of two promissory notes.  The first promissory note in the amount of $1,100,000 (“$1.1 Million Promissory Note”) has a term of year from its issuance date, with payments to be made on a quarterly basis and is secured by the assets being purchased.  The second promissory note is in the amount of $2,700,000 (“$2.7 Million Promissory Note”) is due June 30, 2014, with a payment of $1,100,000 due on December 1, 2012, the note is also secured by the assets being purchased.  In addition, the Company has agreed to issue 6,500,000 shares of its restricted common stock and reserve an additional 3,500,000 shares to be used to purchase additional working interests in the properties.  The closing date of the transaction is expected to be the earlier of December 1, 2012 or 45 days thereafter if all the conditions of the Purchase and Sale Agreement have not been met on December 1, 2012.


NOTE 5 – WARRANTS


The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from similar companies given our limited trading history.


The expected term of options granted is estimated at the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.


 

 

 

 

 

September 30, 2012

Expected volatility

 

91%

Expected dividends

 

0

Expected term (in years)

 

1

Risk-free rate

 

3.125%


A summary of option activity under the Plan as of September 30, 2012 and changes during the periods then ended are presented below:

 

 

 

 

 

 

 

 

 

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term

Aggregate Intrinsic Value

Warrants

Shares

June 30, 2012

-

$

-

-

$

-

Granted

20,000

 

0.581

2.00

 

11,620

Exercised

-

 

-

-

 

-

Forfeited or expired

-

 

-

-

 

-

September 30, 2012

20,000

$

0.581

2,00

$

11,620

Exercisable at

 

 

 

 

 

 

September 30, 2012

200,000

$

0.581

2.00

$

11,620




10






ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking  statements are necessarily based upon estimates and assumptions that are inherently  subject to significant  business,  economic and competitive uncertainties and  contingencies,  many of which are beyond our control and many of which,  with  respect to future  business  decisions,  are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf.  We disclaim any obligation to update forward-looking statements.


The independent registered public accounting firm’s report on the Company’s financial statements as of March 31, 2012, and for each of the years in the two-year period then ended, includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.  


PLAN OF OPERATIONS


General


Rangeford Resources, Inc. (the “Company”) is a development stage company that was incorporated on December 4, 2007, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. The fiscal year end is March 31st. The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.


Plan of Operation


As of September 30, 2012, we have $1,621 of cash available. We have $53,549 current liabilities. From the date of inception (December 4, 2007) to September 30, 2012 the Company has recorded a net loss of $114,656 which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the SEC and during the last three month period, the Company’s activities in securing consulting service. In order to survive as a going concern over the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.



11






Change of Control – Share Purchase Agreement


On July 5, 2012, the Company, Orphan Holdings of Texas, Inc. (“Orphan Holdings”), its majority shareholder, and RF Colorado Ventures, LLC (“RF Colorado”) executed a Share Purchase Agreement (the "Agreement") that provides for the RF Colorado to purchase 9,900,000 shares of the Company’s common stock held by Orphan Holdings for a total purchase price of $300,000, to be paid by RF Colorado.  As a result of the purchase, RF Colorado, became the majority and controlling shareholder of the Company.


Funding Activities


In October and November 2012, the Company has entered into promissory notes totaling $110,000 in exchange for cash of $110,000.  These promissory notes have a term of 60 days from issuance and accrue interest at a rate of 6% per annum.  In addition, the holders of the promissory notes will be issued a total of 275,000 shares of the Company’s restricted common stock.


Purchase and Sale Agreement


In November 2012, the Company entered into a Purchase and Sale Agreement with Great Northern Energy, Inc. (“Great Northern”) to purchase working interests in oil and gas leases, applied carried interests and farmout rights and certain other properties and interests in Texas in exchange for $3,900,000.  Cash of $100,000 was paid toward the purchase price.  The remaining purchase price is made in the form of two promissory notes.  The first promissory note in the amount of $1,100,000 (“$1.1 Million Promissory Note”) has a term of year from its issuance date, with payments to be made on a quarterly basis and is secured by the assets being purchased.  The second promissory note is in the amount of $2,700,000 (“$2.7 Million Promissory Note”) is due June 30, 2014, with a payment of $1,100,000 due on December 1, 2012, the note is also secured by the assets being purchased.  In addition, the Company has agreed to issue 6,500,000 shares of its restricted common stock and reserve an additional 3,500,000 shares to be used to purchase additional working interests in the properties.  The closing date of the transaction is expected to be the earlier of December 1, 2012 or 45 days thereafter if all the conditions of the Purchase and Sale Agreement have not been met on December 1, 2012.


Research and Development


The Company does not anticipate any costs or expenses to be incurred for research and development within the next six months.


Off-Balance Sheet Arrangements


As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets



12






We will need substantial additional capital to support our proposed future energy operations.  We have no revenues.  We have no committed source for any funds as of date here.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.


Decisions regarding future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis.  We may, in any particular case, decide to participate or decline participation.  If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing.  If participation is declined, we may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.


RESULTS OF OPERATIONS


For the Three Months Ended September 30, 2012 Compared to the Three Months Ended September 30, 2011


During the three months ended September 30, 2012 and 2011, the Company did not recognize any revenues from it operating activities.  In part, because such activities were focused on identifying opportunities and the listing of the Company’s common stock on the over the counter market for trading.


During the three months ended September 30, 2012, the Company recognized a net loss of $59,983 compared to $1,545 for the three months ended September 30, 2011.  The increase of $58,438 was a result of the Company’s increase in operational expenses of the same.  During the three months ended September 30, 2012, the Company saw an increase advertising and promotion of $17,104 and an increase of $38,853 in professional fees which was a result of the Company’s increased activities as far as securing consulting services and legal services in working to identifying possible oil and gas properties for acquisition.


For the Six Months Ended September 30, 2012 Compared to the Six Months Ended September 30, 2011


During the six months ended September 30, 2012 and 2011, the Company did not recognize any revenues from it operating activities.  In part, because such activities were focused on identifying opportunities and the listing of the Company’s common stock on the over the counter market for trading.


During the six months ended September 30, 2012, the Company recognized an operational expense of $61,698 compared to $4,475 during the six months ended September 30, 2011.  The increase of $57,223 was a result of the $37,638 increase in professional fees combined with a $17,104 increase in advertising and promotion expenses.  These increases are a result of the Company’s increased activities in securing consulting services and legal services in working to identify possible oil and gas properties for acquisition.


During the six months ended September 30, 2012, the Company recognized a net loss of $61,698 compared to $4,475 during the six months ended September 30, 2011.  The increase of $57,223 was a direct result of the same increase in operational expenses, discussed above.



13






LIQUIDITY


At September 30, 2012, we had total current assets of $2,821, consisting of cash of $1,621 and other current asset of $1,200.  At September 30, 2012, we had total current liabilities of $53,549, consisting solely of accounts payables.  At September 30, 2012, we have a working capital deficit of $50,728.


During the six months ended September 30, 2012, we used cash of $579 in our operations compared to $4,490 during the six months ended September 30, 2011.  During the six months ended September 30, 2012, we received funds of $2,000 from our financing activities compared to $2,900 during the three months ended September 30, 2011.


The Company had received loans from two of its shareholders totaling $22,555 from inception to March 31, 2012 for the purposes of funding startup operations. This includes $7,060 and $2,000 received during the years ended March 31, 2012 and 2011. These loans are non-interest bearing and are due on demand and as such are included in current liabilities.  At June 30, 2012, these loans were paid in full.


The Company has entered into various agreements requiring it to issue restricted common stock to certain consultants. These agreements have obligated the Company to issue a total of 23,106 restricted common shares each to two separate consultants and an additional 40,000 restricted common shares to a third consultant in September.


Two of the agreements require the Company to issue an additional number of restricted common shares monthly valued at a total of $5,000 using the fair market value of our common stock as of the last trading day of the month. The third agreement requires the Company to issue both 20,000 shares of common stock and 20,000 warrants monthly beginning October 2012.


While the Company has entered into the obligations to issue the common stock in September, no shares have yet been issued.  


Short Term.


On a short-term basis, we have not generated any revenue or revenues sufficient to cover operations.  Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as the Company continues exploration activities.  


Capital Resources


The Company has only common stock as its capital resource.


We have no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for participation, investigation, exploration, acquisition and working capital.


Need for Additional Financing  


We do not have capital sufficient to meet its cash needs.  The Company will have to seek loans or equity placements to cover such cash needs.  Once exploration commences, its needs for additional financing is likely to increase substantially.



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No commitments to provide additional funds have been made by the Company’s management or other stockholders.  Accordingly, there can be no assurance that any additional funds will be available to us to allow us to cover the Company’s expenses as they may be incurred.


The Company will need substantial additional capital to support its proposed future energy operations.  We have no revenues.  The Company has no committed source for any funds as of the date hereof.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.


Decisions regarding future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis.  The Company may, in any particular case, decide to participate or decline participation.  If participating, we may pay its proportionate share of costs to maintain the Company’s proportionate interest through cash flow or debt or equity financing.  If participation is declined, the Company may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.


Critical Accounting Policies


Cash

 

Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2012 and 2011.


FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:


Level 1. Observable inputs such as quoted prices in active markets;


Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and


Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.


The Company does not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2012 and March 31, 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three months ended September 30, 2012 and 2011.



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ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not Applicable


ITEM 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.


Limitations on the Effectiveness of Controls


Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.


The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.



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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of September 30, 2012, the Company’s internal control over financial reporting was effective based on those criteria.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.


Changes in Internal Controls


There were no changes in our internal control over financial reporting during the quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


NONE.


ITEM 1A.  RISK FACTORS


Not Applicable to Smaller Reporting Companies.



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ITEM 2.  CHANGES IN SECURITIES


The Company has entered into various agreements requiring it to issue restricted common stock to certain consultants. These agreements have obligated the Company to issue a total of 23,106 restricted common shares each to two separate consultants and an additional 40,000 restricted common shares to a third consultant in September.


Two of the agreements require the Company to issue an additional number of restricted common shares monthly valued at a total of $5,000 using the fair market value of our common stock as of the last trading day of the month. The third agreement requires the Company to issue both 20,000 shares of common stock and 20,000 warrants monthly beginning October 2012.


While the Company has entered into the obligations to issue the common stock in September, no shares have yet been issued.  


Exemption From Registration Claimed


All of the above sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act").  All of the  individuals  and/or  entities  that purchased the unregistered securities were primarily existing shareholders, known  to  the  Company  and  its  management,   through  pre-existing  business relationships,   as  long  standing  business  associates  and  employees.   All purchasers  were  provided  access  to  all  material  information,  which  they requested,  and all  information  necessary to verify such  information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company.  All certificates or agreements  representing  such securities that were issued contained  restrictive legends,  prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first  registered  or  otherwise  exempt from  registration  in any further resale or disposition.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


                NONE.


ITEM 4.  MINE SAFETY DISCLOSURE.


Not Applicable.


ITEM 5.  OTHER INFORMATION


              NONE.


ITEM 6.  EXHIBITS


Exhibits.  The following is a complete list of exhibits filed as part of this Form 10-Q.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.


Exhibit 31.1

Certification of Chief Financial Officer and Principal Executive Officer pursuant

to Section 302 of the Sarbanes-Oxley Act


Exhibit 32.1

Certification of Principal Executive and Financial Officer pursuant to Section

906 of the Sarbanes-Oxley Act



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SIGNATURES



     Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.






     RANGEFORD RESOURCES, INC.     

 (Registrant)




Dated:   November 21, 2012

By:  /s/Fred Ziegler

Fred Ziegler (President,  

and Principal Accounting Officer)






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EXHIBIT 31.1


SECTION 302 CERTIFICATION











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EXHIBIT 31.1



CERTIFICATION OF PERIODIC REPORT


I, Fred Ziegler, certify that:


1. I have reviewed this quarterly report on Form 10-Q/A of Rangeford Resources, Inc.;


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


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


4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:


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


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


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


d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.


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


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


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


 Date: November 21, 2012


/s/ Fred Ziegler

(President and Principal Accounting Officer)



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EXHIBIT 32.1


SECTION 906 CERTIFICATION







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Exhibit 32.1


CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Rangeford Resources, Inc. (the "Company") on Form 10-Q/A for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Fred Ziegler, President (Principal Executive Officer) and Principal Accounting Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Dated: November 21, 2012



/s/ Fred Ziegler

 --------------------------------------------------------------------------------

Fred Ziegler , (President (Principal Executive Officer

and Principal Accounting Officer)



This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.





 




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