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. OConnor 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 registrants 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. Managements 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) | |||||||||||||||
Unaudited Statements of Operations | |||||||||||||||
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| For the period from December 4, 2007 (inception) to September 30, 2012 | |
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| Three months ended September 30, |
| Six months ended September 30, |
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| 2012 |
| 2011 |
| 2012 |
| 2011 |
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| (Restated) |
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| (Restated) |
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Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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Operating expenses |
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| Advertising and promotion |
| 17,104 |
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| - |
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| 17,104 |
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| - |
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| 17,104 |
| Professional Fees |
| 40,353 |
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| 1,500 |
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| 42,023 |
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| 4,385 |
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| 10,3943 |
| General and administrative |
| 2,526 |
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| 45 |
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| 2,571 |
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| 90 |
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| 5,069 |
Total operating expenses |
| 59,983 |
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| 1,545 |
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| 61,698 |
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| 4,475 |
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| 126,116 | |
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Loss from operations |
| (59,983) |
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| (1,545) |
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| (61,698) |
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| (4,475) |
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| (126,116) | |
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Other expense |
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| Interest expense |
| - |
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| - |
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| - |
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| - |
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| 160 |
Total other expense |
| - |
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| - |
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| - |
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| - |
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| 160 | |
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Loss before income taxes |
| (59,983) |
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| (1,545) |
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| (61,698) |
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| (4,475) |
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| (126,276) | |
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Provision for income tax |
| - |
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| - |
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| - |
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| - |
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| - | |
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Net loss | $ | (59,983) |
| $ | (1,545) |
| $ | (61,698) |
| $ | (4,475) |
| $ | (126,276) | |
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Basic and diluted loss per common share | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
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Weighted average shares outstanding |
| 10,081,700 |
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| 10,281,700 |
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| 10,081,700 |
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| 10,140,020 |
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See accompanying notes to unaudited financial statements. |
RANGEFORD RESOURCES, INC. | ||||||||||||||||||||||||||||
(A Development Stage Enterprise) | ||||||||||||||||||||||||||||
Unaudited Statements of Cash Flows | ||||||||||||||||||||||||||||
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| For the period from December 4, 2007 (inception) to September 30, 2012 | |||||||||||||||||||
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| Six months ended September 30, |
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| 2012 |
| 2011 |
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Cash flows from operating activities |
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| Net loss | $ | (61,698) |
| $ | (4,475) |
| $ | (126,276) | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||||||||||||||||||
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| Stock based compensation | 11,620 |
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| - |
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| 24,820 | |||||||||||||||||||
| Changes in operating assets and liabilities: |
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| Other current asset | (1,200) |
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| - |
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| (1,200) | |||||||||||||||||||
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| Accounts payable | 50,699 |
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| (15) |
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| 53,549 | |||||||||||||||||||
Net cash used in operating activities |
| (579) |
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| (4,490) |
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| (49,107) | ||||||||||||||||||||
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Net cash from investing activities |
| - |
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| - |
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| - | ||||||||||||||||||||
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Cash flows from financing activities |
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| Proceeds from related party payable | 2,000 |
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| 4,400 |
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| 25,215 | |||||||||||||||||||
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| Repayments of related party payables | - |
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| (1,500) |
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| (1,500) | |||||||||||||||||||
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| Contributed capital | - |
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| - |
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| 1,200 | |||||||||||||||||||
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| Proceeds from issuance of stock |
| - |
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| - |
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| 25,813 | ||||||||||||||||||
Net cash provided by financing activities | 2,000 |
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| 2,900 |
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| 50,728 | |||||||||||||||||||||
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| Net (decrease) increase in cash | 1,421 |
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| (1,590) |
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| 1,621 | |||||||||||||||||||
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| Cash at beginning of period |
| 200 |
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| 1,880 |
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| - | ||||||||||||||||||
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| Cash at end of period | $ | 1,621 |
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| 290 |
| $ | 1,621 | ||||||||||||||||||
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Supplemental disclosure of non-cash investing and financing activities: | ||||||||||||||||||||||||||||
| Issuance of 7,630,058 shares of common stock for professional and consulting services | $ | - |
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| - |
| $ | 13,200 | |||||||||||||||||||
| Forgiveness of accrued interest due to related parties |
| 160 |
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| - |
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| 160 | |||||||||||||||||||
| Forgiveness of payables due to related parties |
| 500 |
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| - |
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| 500 | |||||||||||||||||||
| Forgiveness of related party loans | $ | 23,055 |
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| - |
| $ | 23,055 | |||||||||||||||||||
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Supplemental Cash Flow Information: |
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| Cash paid for interest | $ | - |
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| - |
| $ | - | |||||||||||||||||||
| Cash paid for income taxes | $ | - |
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| - |
| $ | - | |||||||||||||||||||
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 Companys 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 Companys 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. Managements 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:
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| Originally Reported |
| Restated |
| Change | |||
Balance Sheet |
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| Common stock | $ | 10,282 |
| $ | 10,182 |
| $ | (100) |
| Additional paid in capital |
| 36,731 |
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| 28,831 |
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| (7,900) |
| Accumulated deficit |
| (65,803) |
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| (57,803) |
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| 8,000 |
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Statement of Operations |
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| Professional fees |
| 12,385 |
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| 4,385 |
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| (8,000) |
| Net loss |
| (12,475) |
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| (4,475) |
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| 8,000 |
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Statement of Cash Flows |
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| Cash used in operating activities |
| (4,490) |
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| (4,490) |
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| - |
| Cash provided by investing activities |
| - |
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| - |
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| - |
| Cash provided by financing activities |
| 2,900 |
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| 2,900 |
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| - |
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 Companys 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.
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| 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:
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| 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 |
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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 firms report on the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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.
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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 Companys 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 Companys 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 Companys 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.
Managements 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 Companys 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 Companys 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 Companys 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. Managements 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 managements 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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