UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[  ]    TRANSITION REPORT PURSUANT TO 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 or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

556 Silicon Drive, Suite 103, Southlake, TX 76092

(Address of principal executive offices)

817-648-8062

(Registrant's Telephone number)

____________________________________________________

(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 preceding 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.

[X] Yes [ ] 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 [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]

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

[  ] Yes [X] No

As of November 17, 2014, there were 20,016,821 shares of the registrant’s common stock issued and outstanding.

1

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management ’ s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	18
Item 1A	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosure	20
Item 5.	Other Information	20
Item 6.	Exhibits	22
	SIGNATURES	23

2

INTRODUCTORY NOTE

Except as otherwise indicated by the context, references in this interim report on Form 10-Q (this “Form 10-Q”) to the “Company,” “Rangeford,” “we”, “us” or “our” are references to Rangeford Resources, Inc., a Nevada corporation.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements and information that are based on the beliefs of our management as well as assumptions made by and information currently available to us.  Such statements should not be unduly relied upon.  When used in this report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business, any statements of belief or intention, and any statements or assumptions underlying any of the foregoing.  These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions.  There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; Securities and Exchange Commission (the “SEC”) regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties.  Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future.  Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available.  Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock.  Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

RANGEFORD RESOURCES, INC.

Unaudited Balance Sheets

		September 30,	March 31,
		2014	2014
ASSETS
Current assets
	Cash	$ -	$ 173
	Prepaid expense	4,788	-
	Debt Issuance Costs-net of amortization (Note 4)	48,144	101,271
Total current assets		52,932	101,444
	Deposit	36,557	36,557
Total assets		$ 89,489	$ 138,001
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable	$ 539,784	$ 546,047
	Accrued interest payable	13,903	6,872
	Related party advances and notes payable	543,968	368,226
Total current liabilities		1,097,655	921,145
Stockholders' deficit
	Series A convertible preferred stock, $.001 par value, stated value $5.00 per share, 3,000,0000 shares authorized; 182,000 shares issued and outstanding	182	182
	Common stock, $.001 par value; 75,000,000 shares authorized; 20,016,821 and 18,833,385 shares issued and outstanding	20,017	19,833
	Additional paid in capital	5,695,653	3,826,914
	Retained deficit	(6,724,018)	(4,630,073)
Total stockholders' deficit		(1,008,166)	(783,144)
Total liabilities and stockholders' deficit		$ 89,489	$ 138,001
See accompanying notes to unaudited financial statements

4

RANGEFORD RESOURCES, INC.

Unaudited Statements of Operations

		Three months ended		Six months ended
		September 30,		September 30,
		2014	2013	2014	2013
Operating expenses
	Investor relations	-	9,735	-	24,866
	Professional fees	158,145	116,921	1,684,479	275,604
	Professional fees-related party	60,000	253,766	313,540	313,356
	General and administrative	11,592	1,890	35,768	36,678
Total operating expenses		229,737	382,312	2,033,787	650,504
Loss from operations		(229,737)	(382,312)	(2,033,787)	(650,504)
Other expense
	Interest expense-related party	29,924	11,608	60,158	14,783
Total other expense		29,924	11,608	60,158	14,783
Loss before income taxes		(259,661)	(393,920)	(2,093,945)	(665,287)
Provision for income tax		-	-	-	-
Net loss		$ (259,661)	$ (393,920)	$ (2,093,945)	$ (665,287)
Preferred stock dividends		(91,378)	(64,632)	(91,378)	(64,632)
Net loss attributable to common shareholders		$ (351,039)	$ (458,552)	$ (2,185,323)	$ (729,919)
Basic and diluted loss per common share		$ (0.02)	$ (0.03)	$ (0.11)	$ (0.04)
Weighted average shares outstanding		19,934,907	18,295,114	19,889,018	18,214,938
See accompanying notes to unaudited financial statements

5

RANGEFORD RESOURCES, INC.

Unaudited Statements of Cash Flows

				Six months ended September 30,
				2014	2013
Cash flows from operating activities
	Net loss			$ (2,093,945)	$ (665,287)
	Adjustments to reconcile net loss to net cash
	used in operating activities:
		Common stock issued for services		302,448	373,656
		Amortization of debt discount		53,127	7,883
		Warrant expense		387,080	-
		Option expense		1,179,395
		Preferred stock issued for interest expense		-	8,381
	Changes in operating assets and liabilities
		Prepaid expenses		(4,788)	16,250
		Accounts payable		(6,263)	129,687
		Accrued interest payable		7,031	(1,481)
Net cash used in operating activities				$ (175,915)	$ (130,911)
Cash flows from financing activities
		Proceeds from related party payable		175,742	133,066
Net cash provided by financing activities				$ 175,742	$ 133,066
		Net (decrease) increase in cash		(173)	2,155
		Cash at beginning of period		173	-
		Cash at end of period		$ 0	$ 2,155
Supplemental disclosure of non-cash investing and financing activities:
		Issuance of Services A preferred stock to settle shareholder note payable		$ -	$ 108,381
Supplemental Cash Flow Information:
		Cash paid for interest		$ -	$ -
		Cash paid for income taxes		$ -	$ -
See accompanying notes to unaudited financial statements

6

Rangeford Resources, Inc.

Notes to Unaudited Financial Statements

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information, with the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements.  The accompanying financial statements at September 30, 2014 and 2013 and for the six months ended September 30, 2014 and 2013 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods.  Operating results for the six months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending March 31, 2015.

Reclassifications

Certain amounts in the September 30, 2013 financial statements have been reclassified to conform to the September 30, 2014 presentation.

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.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. Earlier the Company elected to adopt this standard for the period covered by the report herein.

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NOTE 4 – DEBIT ISSUANCE COSTS

On September 4, 2013, the Company received a $750,000 Revolving Credit Note from Cicerone Corporate Development, LLC (a related party).  The Cicerone Revolving Note matures on February 1, 2015 and bears interest at the rate of LIBOR plus 2.75% per annum, which is payable semi-annually on June 30 and December 31 of each year. As an inducement to entering into the Cicerone Revolving Note, the Company issued Cicerone 1,500,000 shares of common stock.  The shares of unregistered common stock had a relative fair value of approximately $164,338 as of September 4, 2013, which is being amortized over the term of the note as additional interest expense.  Additional interest expense of $3,735 and $7,030 was recorded in the Company’s statements of operations for the three and six months ended September 30, 2014, respectively.  Additional interest expense of $1,341 and $2,023 was recorded in the Company’s statements of operations for the three and six months ended September 30, 2013, respectively.

NOTE 5 – RELATED PARTY NOTES PAYABLE AND ADVANCES

On November 1, 2012, the Company entered into a note agreement with a shareholder and former director of the Company, pursuant to which the Company borrowed $100,000 from the shareholder which was payable in 60 days with interest at 6% per annum (the “Hadley Note”).  Proceeds from the Hadley Note were paid directly to GNE as a deposit to purchase certain oil and gas assets (see Note 3).  The Hadley Note was payable in 60 days with interest at 6% per annum.  In accordance with the terms of the note, the Company agreed to issue 250,000 shares of unregistered common stock to the shareholder.  The shares of unregistered common stock had a relative fair value of approximately $71,631 as of November 1, 2012, which was recorded as additional interest expense over the 60 day term of the note.  As of September 30, 2014, all 250,000 shares were issued to Hadley.

Upon the Company’s receipt of a Subscription Agreement and request to convert same from Mr. Hadley, on September 27, 2013, the Company’s Board of Directors approved via unanimous written consent to convert the Hadley Note into 20,000 shares of the Company’s Series A Preferred Stock in connection with a Subscription Agreement and request for such conversion from Mr. Hadley; on the same day, 20,000 shares of Series A Preferred Stock were issued to Mr. Hadley. Pursuant to the conversion of the Hadley Note, the Company would not have any further liability to Mr. Hadley thereunder.   Mr. Hadley has informed the Company that he does not agree with the history and current status of the Hadley Note and therefore the parties are currently discussing a resolution.

No gain or loss will be recognized on settlement of the debt because the fair value of the preferred stock issued is equal to the carrying value of the debt. The Company recognized and measured an aggregate of $64,632 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Preferred Stock. The preferred stock discount of $64,632, attributed to the beneficial conversion feature, is recognized as a deemed preferred stock dividend, additionally the Company will recognize the value attributable to the warrants in the amount of $89,837 to additional paid in capital and a discount against the preferred stock upon the conversion of the preferred stock into warrants.

On November 28, 2012, the CE McMillan Family Trust (the "CE Trust") advanced the Company $100 to facilitate the opening of a new bank account in Irving, Texas. The trustee of the C.E. McMillan Family Trust is also the managing member of Fidare Consulting Group, LLC ("Fidare") and Cicerone Corporate Development, LLC ("Cicerone").  The advance had not been repaid as of September 30, 2014.  (See Note 5)

At various times during the quarters ended September 30, 2014 and 2013, Cicerone Corporate Development, LLC (a related party) advanced funds to the Company for operating expenses.  During the quarter ended September 30, 2014 and 2013, Cicerone advanced a total of $175,742 and $133,066, respectively to the company.  Cicerone is a stockholder of the Company. (See Note 5)

8

NOTE 6 – RELATED PARTY TRANSACTIONS

Harry McMillan is trustee of the C.E. McMillan Family Trust, which Trust serves as the managing member of Fidare Consulting Group, LLC (“Fidare”) and Cicerone Corporate Development, LLC (“Cicerone”). Mr. McMillan is the Trustee for the benefit of his wife, Christy McMillan and their children, and is also a member of each of Fidare and Cicerone.  Each of these entities, as well as certain beneficiaries of the Trust, own shares of our common stock and therefore, Mr. McMillan and the Trust may be deemed to beneficially own such shares. Each disclaims beneficial ownership of such shares.

Professional Services

In September 2012, the Company entered into a professional services contract with Fidare Consulting Group, LLC (Fidare) to provide consulting services relating to corporate governance, accounting procedures and controls and strategic planning.  In accordance with the terms of the original contract, Fidare receives monthly compensation of 20,000 common shares per month and warrants to purchase 20,000 common shares with an exercise price equal to the closing sale price of the Company’s common stock on the date of issuance, plus reasonable and necessary expenses.  The warrants are exercisable at any time for two years from the date of issuance and may be settled on a net basis.  In December 2012, the contract was amended to provide for monthly compensation of $20,000 per month plus warrants to purchase 20,000 common shares on the same terms described above.

The Consulting Agreement with Fidare was terminated on February 28, 2013 with an effective date of April 4, 2013.

On June 26, 2013, the Company entered into a new Consulting Agreement with Fidare to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning  In accordance with the terms of the Consulting Agreement, Fidare receives monthly compensation of shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month and 20,000 warrants to purchase common stock, with each warrant having an exercise price equal to the closing sale price of the Common Stock on the date of issue and providing for a cashless or net issue exercise.

On July 1, 2014, the Consulting Agreement with Fidare was amended so Fidare will receive only monthly compensation shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month.

As of September 30, 2014, 173,244 shares of common stock and 440,000 warrants had been issued to Fidare.  The managing member of Fidare is the C.E. McMillan Family Trust.  Harry McMillan is trustee of the C.E. McMillan Family Trust.

The company recognized $313,540 and $523,856 in professional fees to related parties for the six months ended September 30, 2014 and 2013, respectively.

NOTE 7 – 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 warrants granted is estimated at the contractual term as noted in the individual warrant agreements and represents the period of time that warrants granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the warrant is based on the U.S. Treasury bill rate in effect at the time of grant for treasury bills with maturity dates at the estimated term of the warrants.

9

A summary of warrant activity as of September 30, 2014 and changes during the period then ended are presented below:

Expected volatility	207%
Expected dividends	0
Expected term (in years)	2
Risk-free rate	0.42%

Stock Warrants	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance: April 1, 2014	280,000		$ 5.24		2		$ -0-
Granted	120,000		$ 4.40		2		$ -0-
Exercised	-		$ -				$ -
Expired	-		-				-
Balance:  September 30, 2014	400,000		$ 4.99		2		$ -0-
Warrants exercisable at September 30, 2014	400,000		$ 4.99		2		$ -0-

No Warrant expense recognized during the three months ended September 30, 2014.  Warrant expense of $193,540 was included in professional fees and $193,540 was included in professional fees-related party for the six months ended September 30, 2014.

NOTE 8 – OPTIONS

The fair value of each option 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 bill rate in effect at the time of grant for treasury bills with maturity dates at the estimated term of the options.

A summary of option activity as of September 30, 2014 and changes during the period then ended are presented below:

10

Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance: April 1, 2014	-		$ -				$ -
Granted	308,000		$ 2.299		2.6		$
Exercised	-		-				-
Expired	-		-				-
Balance:  September 30, 2014	308,000		$ 2.299		2.6		$
Options exercisable at September 30, 2014	308,000		$ 2.299		2.6		$

No Option expense was recognized during the three months ended September 30, 2014.  Option expense of $1,179,395 was included in professional fees for the six months ended September 30, 2014.

NOTE 9 – COMMON STOCK

On August 7, 2014, the Company issued PT Platinum Consulting, LLC 38,686 shares of common stock valued at $62,448 to settle outstanding invoices for professional services.

On August 7, 2014, the Company issued 60,406 shares of common stock valued at $91,378 to pay cumulative preferred stock dividends on the outstanding Series A Convertible Preferred Stock.

During the six months ended September 30, 2014, the Company issued Fidare Consulting Group 42,171 shares of common stock valued at $120,000.

During the six months ended September 30, 2014, the Company issued Mr. Richardson 42,171 shares of common stock value at $120,000.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

We have recently become aware of a letter dated December 17, 2012 from Dr. Steven Henson to Michael Farmer, who at time was not a director or officer of Rangeford, with regard to our offering of up to $3,000,000 of our preferred stock in connection with our proposed acquisition of certain properties from Great Northern Energy, Inc.  In the letter, Dr. Henson, who at the time was the President and Chairman of the Board of Rangeford, purports to grant a right of rescission to certain investors in the event that we were unable to raise the full amount of funds necessary to acquire the subject properties from Great Northern Energy.  This right of rescission was never approved by our Board of Directors and it is our position that Dr. Henson acted without proper authority in providing the letter to Mr. Farmer, as the representative of certain investors.  At this point no claim has been made by any of the investors, who invested approximately $300,000 in Rangeford and we have no reason to assume that a claim will ultimately be made.

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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, 2014, 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

Overview

Rangeford Resources, Inc. (the “Company”) was incorporated on December 4, 2007, in the state of Nevada. The Company has never declared bankruptcy and it has never been in receivership. Since becoming incorporated, Rangeford Resources has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries. 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.

Going Concern

We have incurred net losses of approximately $6.7 million since inception through September 30, 2014.  The report of our independent registered public accounting firm on our financial statements for the year ended March 31, 2014 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our operating losses and need to raise additional capital.  These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

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Purchase and Sale Agreements

Black Gold Kansas Production, LLC Transaction

On August 6, 2014, the Company executed a Purchase and Sale Agreement (the "PSA") with Black Gold Kansas Production, LLC, a Texas limited liability company (“BGKP”).   Pursuant to the PSA, the Company shall receive an agreed upon percentage of the working and net revenue interest in and to the West Mule Creek oilfield, which is located in Wyoming.  Through this interest, the Company will receive a certain percentage of the West Mule Creek lease, acres of land within Niobrara County that contains 13 wells, certain rights to specific wells and land contained on the lease, as well as any by-products produced thereon, machinery, equipment and the books and records related to same.  Pursuant to the PSA, the parties also entered into a Joint Exploration Agreement, with a 3 year term. On August 6, 2014, the parties also entered into an addendum to the PSA that clarifies that the PSA shall not be interdependent with or upon the JEA and no default under the JEA shall effect the PSA or the validity of the related purchase and sale.  

The total consideration for the purchase, sale and conveyance of the Assets to the Company and the Company’s assumption of the undivided share of liabilities provided for in the PSA, is the Company’s payment to BGKP of the sum of $2,352,000 (the “Purchase Price”), as adjusted in accordance with the provisions of the PSA. Although required by the terms of the PSA, the Company has not yet placed $15,000 in an escrow account (the "Earnest Money"), which upon closing, would be credited towards the Purchase Price; if however, the closing does not occur because the Company fails or refuses to do so when BGKP is otherwise ready to close and has satisfied all of its obligations under the PSA, or the Company does not cure a material breach, then BGKP shall keep the Earnest Money as liquidated damages in lieu of all other damages. As of the date of this Report, the Company has not yet paid the Purchase Price and will not be able to pay that, or the Earnest Money payment, without receiving additional funding, of which there can be no guarantee.  Accordingly, the purchase may not occur.  

The Company is entitled to conduct due diligence of the properties prior to closing and the PSA includes curative provisions if certain defects or other issues arise during such due diligence and how any disputes regarding same may be handled.

The closing of the transaction is currently expected to occur in December 2014, subject to the satisfaction or waiver of certain customary closing conditions, including receipt of all approvals necessary to carry out the activities contemplated under the PSA and BGKP's delivery of all recordable releases and terminations covering all liens on the property arising under the related credit agreement.  

The PSA may be terminated (1) at any time prior to closing by mutual written consent of the Company and BGKP, (2) by either party if closing has not occurred by August 2014, or such later date to which the Closing Date has been delayed, or if any government authority issued an order or ruling permanently restraining, enjoining or otherwise prohibiting the closing, (3) by the Company if there is a material breach of the representations and warranties made by BGKP with 15 days prior notice, and (4) by BGKP if there is a material breach of the representations and warranties made by the Company with 15 days prior notice.  Either party may also terminate the PSA is the other party does not cure any failure to comply in any material respect with any of such other party's covenants or agreements.

The PSA also provides that BGKP shall indemnify the Company in certain instances.

13

Plan of Operation

We have $1,097,655 in current liabilities as of September 30, 2014. From the date of inception (December 4, 2007) to September 30, 2014, the Company has recorded a net loss of $6,724,018 of 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.  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.

Since August 15, 2008, the Company has sold 181,700 shares of common stock to the public with total proceeds raised of $22,713.  These proceeds have been utilized by the Company to fund its initial development including administrative costs associated with maintaining its status as a Reporting Company as defined by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934 as amended. The Company plans to continue to focus efforts on selling their common shares in order to continue to fund its initial development and fund the expenses associated with maintaining a reporting company status.

Results of Operations

For the Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013

The following table sets forth information from our statements of operations for the three months ended September 30, 2014 and 2013.

	Three months ended September 30,
		2014		2013		Increase/ (Decrease)
Operating Expenses
Investor relations		$ -		$ 9,735		$ (9,735)
Professional fees		158,145		116,921		41,224
Professional fees - related party		60,000		253,766		(193,766)
General and administrative		11,592		1,890		9,702
Total Operating Expenses		(229,737)		382,312		(152,575)
Loss from Operations		(172,974)		(382,312)		152,575
Other Expense
Interest expense-related party		29,924		11,608		18,316
Total other expense		29,924		11,608		18,316
Loss before income taxes		(259,661)		(393,920)		134,259
provision for income tax		-		-		-
Net loss		$ (259,661)		$ (393,920)		$ 134,259

During the three months ended September 30, 2014 and 2013, the Company did not recognize any revenues from operating activities.  

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For the three months ended September 30, 2014, the Company recognized a net loss of $259,661 compared to $393,920 for the three months ended September 30, 2013. The decrease of $134,259 was a result of the Company’s decrease in expenses for operational charges of $152,575 and in increase in interest expense of $18,316.

During the three months ended September 30, 2014, the Company incurred no expenses for investor relations compared to $9,735 in the comparable period in the prior year.

During the three months ended September 30, 2014, the Company incurred $158,145 in professional fees compared to $116,921 in the comparable period in the prior year.  During the three months ended September 30, 2014, the Company incurred $60,000 in professional fees to related parties compared to $253,766 in the comparable period in the prior year.  The professional fees were primarily related to legal, accounting, management and board fees, the Preferred Stock issuance and corporate governance.  Professional fees- related party related to the professional services contract with Fidare Consulting Group, LLC to provide consulting services in corporate governance, accounting procedures and controls and strategic planning in the amount of $60,000 which was paid in common stock.

General and administrative expenses increased $9,702 to $11,592.  The increase was primarily related to increases in common stock transfer fees, quote fees for the Company’s common stock, and travel, meals and entertainment.

During the three months ended September 30, 2014, the Company incurred $29,924 in interest expense compared to $11,608 in the prior year period.  Additional interest expense from amortization of debt issuance costs of $3,735 and $1,341 was included in interest expense for the three months ended September 30, 2014 and 2013, respectively.

For the Six Months Ended September 30, 2014 Compared to the Six Months Ended September 30, 2013

The following table sets forth information from our statements of operations for the six months ended September 30, 2014 and 2013.

	Six months ended September 30,
		2014		2013		Increase/(Decrease)
Operating Expenses
Investor relations		$ -		$ 24,866		$ (24,866)
Professional fees		1,684,479		275,604		1,408,875
Professional fees - related party		313,540		313,356		184
General and administrative		35,768		36,678		(910)
Total Operating Expenses		2,033,787		650,504		1,383,283
Loss from Operations		2,033,787		(650,504)		(1,353,283)
Other Expense
Interest expense-related party		60,158		14,783		45,375
Total other expense		60,158		14,783		45,375
Loss before income taxes		(2,093,945)		(665,287)		(1,428,658)
provision for income tax		-		-		-
Net loss		$ (2,093,945)		$ (665,287)		$ (1,428,658)

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During the six months ended September 30, 2014 and 2013, the Company did not recognize any revenues from operating activities.  

For the six months ended September 30, 2014, the Company recognized a net loss of $2,093,945 compared to $665,287 for the six months ended September 30, 2013. The increase of $1,428,658 was a result of the Company’s increase in expenses for operational charges of $1,353,283 and an increase in interest expense of $45,375.

During the six months ended September 30, 2014, the Company incurred no expenses for investor relations compared to $24,866 in the comparable period in the prior year.

During the six months ended September 30, 2014, the Company incurred $1,684,479 in professional fees compared to $275604 in the comparable period in the prior year.  During the six months ended September 30, 2014, the Company incurred $313,540 in professional fees to related parties compared to $313,356 in the comparable period in the prior year.  The professional fees were primarily related to legal, accounting, management and board fees, the Preferred Stock issuance and corporate governance.  Professional fees- related party related to the professional services contract with Fidare Consulting Group, LLC to provide consulting services relating to corporate governance, accounting procedures and controls and strategic planning in the amount of $313,540 of which $120,000 was paid in common stock and $193,540 was paid in the form of warrants to purchase common stock (see Note 5).

General and administrative expenses decreased $910 to $35,768. The decrease was primarily related to decreases in common stock transfer fees, quote fees for the Company’s common stock, and travel, meals and entertainment.

During the six months ended September 30, 2014, the Company incurred $60,158 in interest expense compared to $14,783 in the prior year period.  Additional interest expense from amortization of debt issuance costs of $7,030 and $2,023 was included in interest expense for the six months ended September 30, 2014 and 2013, respectively.

Liquidity and Capital Resources

As of September 30, 2014, the Company had total current assets of $52,932, including prepaid expenses of $4,788 and debt issuance costs-net of amortization of $48,144.  As of September 30, 2014, the Company had total current liabilities of $1,097,227 which includes $539,784 in accounts payable, $13,903 in accrued interest, and $543,968 in notes payable to a related party.  As September 30, 2014, the company had a working capital deficit of $1,044,723.

During the six months ended September 30, 2014, the Company used cash of $175,915 in our operations compared to $130,911 during the same period ended September 30, 2013.  No cash was provided by or used in investing activities during the six months ended September 30, 2014 and 2013.  During the six months ended September 30, 2014, cash provided by financing activities was $175,742 compared with $133,066 during the same period from the prior year.

Cicerone Corporate Development, LLC (a related party) advanced $175,742 and $133,066 to the Company for operating expenses during the six months ended September 30, 2014 and 2013, respectively.

Short Term

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

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Capital Resources

The Company will need to raise an additional $1,005,159 in funding to complete Phase I of the BGKP – Kansas agreement.  Phase II of the BGKP – Kansas agreement will require the Company to fund $2,500,000 for the drilling, testing, and completion of 20 wells in Bourbon, or Allen County, Kansas.

The Company will need to raise an additional $2,352,000 in funding to complete the BGKP – Wyoming agreement.

The Company has 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

The Company does 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.

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 petroleum exploration operations.  The Company has 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, the Company may not be able to carry out its 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, the Company 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 farm-out, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable to smaller reporting companies

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2014 and September 30, 2014, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of March 31, 2014 or September 30, 2014, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Going forward from this filing, the Company intends to re-establish and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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.

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in our internal control over financial reporting during the six month period ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

On June 7, 2012, several former shareholders (including the then CEO of the Company, Dr. Steven Henson, although not in such capacity) of Sun River Energy, Inc. (“Sun River”) filed a derivative action against Sun River and its management in a case now styled Colin Richardson, et al., derivatively on behalf of Sun River Energy, Inc. v. Sun River Energy, Inc. v. Donald R. Schmidt, Jr., et al., Cause No. DC-12-06318, in the District Court of Dallas County, Texas (the “Derivative Suit”).  On January 24, 2013, the Court found the Plaintiffs in the case had shown a probable right to the relief sought at an evidentiary hearing and a likelihood of success on the claims of breach of fiduciary duty, fraudulent transfer and certain defamation claims, and entered a temporary injunction against Sun River and its management (the “Temporary Injunction”).  The terms of the Temporary Injunction prevent Sun River, and all officers, directors, agents, servants, attorneys, employees, and all those in active concert or participation, from any performance, claims of default, payments, transfer or other actions with respect to certain notes and mortgages; any payments on those notes based on alleged past due compensation without Board Approval and without providing notice to the parties; entry into contracts by Donald R. Schmidt, Jr. to lease, purchase, or sell Sun River’s interest in its hard rock minerals, coal, oil, timber, gas and or other minerals in Colfax County, New Mexico, without Board Approval and without providing notice to the parties, and any and all issuances of stock or any other compensation, payments, bonuses, gifts or other transfers  by Sun River to the Defendants without Board Approval and without providing notice to the parties outside of normal payroll payment activity.  On February 7, 2013, Defendants Schmidt et al. filed an Amended Answer, Special Exception, Counterclaim and Original Third Party Petition asserting claims against certain third parties for breach of contract, breach of fiduciary duty, misappropriation of confidential information, and against the Company (as well as others) for conversion, constructive trust and conspiracy and places some of the blame for these alleged actions on Dr. Steven Henson.  On January 27, 2014, upon motion made by the Company and other third party defendants in their joint motions for severance of third party claims relief was granted by the district court of Dallas County, Texas and a new suit, styled Sun River, et al. v. the Company, et al. (including the other initial third party defendants) was created (the “Third Party Suit”); however, as of March 31, 2014, Sun River has yet to pay the requisite filing fees and the case has yet to be assigned a cause number.  As a result of such severance, the Company is no longer a party to the Derivative Suit.  The Derivative Suit case was set for trial on June 9, 2014, which was later postponed to January 20, 2015.  Subject, it is understood to a Motion for Continuance.  There is no current trial set in the Third Party Suit although the parties to the Third Party Suit have circulated an agreed Scheduling Order setting the Third Party Suit for trial in January 2015; no order setting such trial date has been submitted for the Court’s signature as of this date.  In addition, Sun River appealed the decision of temporary injunction in the Derivative Suit and on January 13, 2014, the Appeals Court reversed the temporary injunction in the Derivative Suit on the grounds that the Plaintiffs did not show imminent harm.  Plaintiffs in the Derivative Suit have filed a new request for temporary injunction to the Appeals Court seeking new relief. Dr. Steven Henson believes the claims in the Third Party Suit are completely without merit and the Company will defend their respective positions vigorously.

On January 15, 2013, Gruber Hurst Johansen Hail Shank LLP ("GHJHS") initiated a lawsuit against Steve Henson, M.D., David K. Henson, Colin Richardson, et al, in the 134^th District Court of Dallas County, Cause No. DC-13-00553.  GHJHS brought this suit seeking payment for legal representation previously provided to the defendants regarding the Sun River case disclosed above.  This case was later assigned to mediation. On June 29, 2014, the Court issued a final order dismissing GHJHS’s claims against Mr. Richardson and accordingly the case was closed. Only July 7, 2014, GHJHS filed a motion to amend the final order in light of a Motion for Summary Judgment pending against Mr. Henson. As of the date of this filing, the Court has not moved on the motion to amend the final order, and therefore the case remains closed.

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We have recently become aware of a letter dated December 17, 2012 from Dr. Steven Henson to Michael Farmer, who at the time was not a director or officer of Rangeford, with regard to our offering of up to $3,000,000 of our preferred stock in connection with our proposed acquisition of certain properties from Great Northern Energy, Inc.  In the letter, Dr. Henson, who at the time was the President and Chairman of the Board of Rangeford, purported to grant a right of rescission to certain investors in the event that we were unable to raise the full amount of funds necessary to acquire the subject properties from Great Northern Energy.  This right of rescission was never approved by our Board of Directors and it is our position that Dr. Henson acted without proper authority in providing the letter to Mr. Farmer, as the representative of certain investors.  At this point no claim has been made by any of the investors, who invested approximately $300,000 in Rangeford and we have no reason to assume that a claim will ultimately be made.  

Other than the above mentioned litigation matters, neither we nor any of our direct or indirect subsidiaries is a party to, nor is any of our property the subject of, any legal proceedings. There are no proceedings pending in which any of our officers, directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material interest that is adverse to us or any of our subsidiaries.

Item 1A. Risk Factors.

Not Applicable to Smaller Reporting Companies.

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

Information on any and all equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933, as amended and not included in a previously filed Current Report on Form 8-K is set forth below:

On August 7, 2014, the Company issued PT Platinum Consulting, LLC 38,686 shares of common stock valued at $62,477 to settle outstanding invoices for professional services.

On August 7, 2014, the Company issued 60,406 shares of common stock valued at $91,378 o pay cumulative preferred stock dividends on the outstanding Series A Convertible Preferred Stock.

During the quarter ended September 30, 2014, the Company issued Fidare Consulting Group 28,325 shares of common stock valued at $60,000.

During the quarter ended September 30, 2014, the Company issued Mr. Richardson 28,325 shares of common stock valued at $60,000.

As of the date of this Report, 11,429 shares authorized to Fidare Consulting Group and 11,429 shares authorized to Mr. Richardson have not been physically issued.

All of the transactions listed above were made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of the Securities Act for sales not involving a public offering.  The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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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 No.
10.1	Purchase, Sale and Joint Exploration Agreement (Incorporate by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on September 19, 2014)
10.2	Addendum to the Purchase and Sale Agreement (Incorporate by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on September 19, 2014)
10.3	Operating Agreement (Incorporate by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on September 19, 2014)
31.1 *	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 *	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 *	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2 *	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101 *	Interactive Data File (Form 10-Q for the quarter ended September 30, 2014).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

* filed herewith

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Signatures

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

	RANGEFORD RESOURCES, INC.
Dated: November 18, 2014	By:	/s/ Colin Richardson
		Colin Richardson
		Chief Executive Officer, President, Principal Executive Officer and Principal Financial and Accounting Officer

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