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 June 30, 2015

 

[   ]

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 September 1, 2015, there were 20,105,193 shares of the registrant’s common stock issued and outstanding.

 

 

 

 

 

PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II-- OTHER INFORMATION
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosure
Item 5.	Other Information
Item 6.	Exhibits	22
	SIGNATURES	23

 

 

 

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.

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

RANGEFORD RESOURCES, INC.

Unaudited Balance Sheets 

 

 

See accompanying notes to unaudited financial statements

 

 

 RANGEFORD RESOURCES, INC.

Unaudited Statements of Operations 

 

 

See accompanying notes to unaudited financial statements

 

 

RANGEFORD RESOURCES, INC.

Unaudited Statements of Cash Flows 

 

 

See accompanying notes to unaudited financial statements

 

 

Rangeford Resources, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

 

  

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, 2015, 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 its incorporation, 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 $7.5 million since inception through June 30, 2015.  The report of our independent registered public accounting firm on our financial statements for the year ended March 31, 2015 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.

 

 

  

Purchase and Sale Agreements

 

Great Northern Energy, Inc.

 

On November 15, 2012, the Company entered into a Purchase and Sale Agreement (the “GNE Agreement”) with Great Northern Energy, Inc. (“GNE”), which was later modified through an addendum dated January 25, 2013, to acquire a substantial non-operating working interest in oil assets in East Texas in consideration for a purchase price that includes (a) a cash payment of $3,900,000 in the form of (i) a deposit of $100,000; (ii) a promissory note in the amount of $1,100,000; and (iii) a promissory note in the amount of $2,700,000 and (b) 7,400,000 shares of its restricted common stock.

 

As of September 30, 2013, the Company had transferred a total of $700,000 and issued 7,400,000 shares of common stock to GNE towards the purchase of the oil and gas properties, but the agreement has not been consummated. The $700,000 payment was initially recorded as a long-term deposit on the balance sheet and, subsequently, has been charged to impairment of deposit on the income statement for the year ended March 31, 2013.

 

GNE has returned the stock certificate for 7,400,000 shares, however, GNE did not submit an executed stock power which is required to cancel the GNE shares. The 7,400,000 shares are considered issued and outstanding at December 31, 2013.

 

On May 20, 2014, we sent a letter to GNE informing them of this determination and seeking to mutually terminate the GNE Agreement. Given the amount of time that has passed since we first entered into negotiations with GNE and the lack of any tangible results as contemplated in the GNE Agreement, in addition to GNE'S failure to uphold certain of its obligations under the Agreement, we determined it would be in our best interest to terminate the GNE Agreement. In that letter, we requested that GNE comply with the termination provisions of the GNE Agreement and provide the stock power necessary to cancel the shares and return the $700,000 advanced to them under the terms of the GNE Agreement. Accordingly, once GNE returns the $700,000 and submits the outstanding stock power, we shall immediately consent to and permit the mutual termination of the GNE Agreement.

 

Black Gold Kansas Production, LLC Transactions

 

Kansas – George Prospect

 

On June 1, 2015, the Company executed a Purchase and Sale Agreement (the "George PSA") with Black Gold Kansas Production, LLC, a Texas limited liability company (“BGKP”). Pursuant to the George PSA, the Company shall receive a 30% working interest and a 26.25 % net revenue interest in and to the George Prospect and the 4 drilled and completed wells and any by-products produced thereon, machinery, equipment and the books and records related to same which is located in Kansas. Under the George PSA and the contemplated transaction, the Company will also acquire a 75% interest in and to approximately 3,000 acres of land within Bourbon and Allen Counties that contains approximately 42 proved undeveloped (PUD) locations for drilling. Pursuant to the George PSA, the parties also entered into a Joint Exploration Agreement. On July 23, 2015, the parties also entered into an amendment and extension to the George PSA until October 1, 2015. On August 17, 2015, the George PSA was further amended to provide for payment of the purchase price in monthly installments as follows:

 

	●	$150,000 due at closing;
	●	$100,000 due 31 days after closing;

●

$100,000 due 61 days after closing; and

●

$417,000 due 91 days after closing.

 

No payments have been made on this transaction and unless we receive additional financing, of which there can be no guarantee, we will not be able to close on this lease.

 

Wyoming – West Mule Creek

 

On August 6, 2014, the Company executed a Purchase and Sale Agreement (the "Wyoming PSA") with BGKP. Pursuant to the Wyoming 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 Wyoming PSA, the parties also entered into a Joint Exploration Agreement (“JEA”), with a 3 year term. On August 6, 2014, the parties also entered into an addendum to the Wyoming PSA that clarifies that the Wyoming PSA shall not be interdependent with or upon the JEA and no default under the JEA shall effect the Wyoming PSA or the validity of the related purchase and sale. On July 23, 2015, both parties agreed to delay the acquisition of the West Mule Creek Oilfield until October 1, 2015.

 

 

 

Plan of Operation

 

We have $857,047 in current liabilities as of June 30, 2015. Through June 30, 2015, we have accumulated losses of $7,489,035. In order to survive as a going concern, 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 issued 20,105,293 shares of common stock and 182,000 shares of Series A convertible preferred stock. Proceeds from the sale of common stock and Series A convertible preferred stock 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 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 June 30, 2015 Compared to the Three Months Ended June 30, 2014

 

The following table sets forth information from our statements of operations for the three months ended June 30, 2015 and 2014.

 

		Three months ended June 30,								Increase/
		2015				2014				(Decrease)
Operating expenses
Investor relations			8,039				-				8,039
Professional fees			100,550				91,258				9,292
Professional fees-related party			96,000				1,688,616				(1,592,616	)
General and administrative			19,359				24,176				(4,817	)
Total operating expenses			223,948				1,804,050				(1,580,102	)
Loss from operations			(223,948	)			(1,804,050	)			1,580,102
Other expense
Interest expense			4,658				30,233				(25,575	)
Total other expense			4,658				30,233				(25,575	)
Loss before income taxes			(228,606	)			(1,834,283	)			1,605,677
Provision for income tax			-				-				-
Net loss			(228,606	)			(1,834,283	)			1,605,677

 

 

 

During the three months ended June 30, 2015 and 2014, the Company did not recognize any revenues from operating activities.  

 

For the three months ended June 30, 2015, the Company recognized a net loss of $228,606 compared to $1,834,283 for the three months ended June 30, 2014. The decrease of $1,605,677 was primarily the result of a decrease in consulting expenses-related party. During the three month period ended June 30, 2014, Mr. Mike Farmer, a director, was awarded options to purchase 108,000 of common stock at $1.00 per share and options to purchase 200,000 shares of our common stock at $3.00 per share. The options were fully vested at the date of issuance of the award. The Company recognized an expense of $1,179,395 during the three month period ended June 30, 2014 for the option awards. No options expenses were recognized during the three month period ended June 30, 2015. Also during the three month period ended June 30, 2014, the Company recognized expenses for warrant awards to Fidare and Mr. Colin Richardson, our chief executive office in the amount of $327,080. In July 2014, the Company restructured the Fidare consulting agreement and Richardson contracts, as a result, the Company did not issue any warrants during the three months ended June 30, 2015.  

 

During the three months ended June 30, 2015, the Company incurred $8,039 in expenses for investor relations compared to none in the comparable period in the prior year.

 

During the three months ended June 30, 2015, the Company incurred $100,550 in professional fees as compared to $91,258 in the comparable period in 2014. During the three months ended June 30, 2015, the Company incurred $96,000 in professional fees to related parties compared to $1,688,616 in the comparable period in 2014. The professional fees were primarily related to legal, accounting, management, engineering 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 for corporate governance, accounting procedures and controls and strategic planning and with Colin Richardson, our CEO.

 

General and administrative expenses decreased by $4,817 during the three months ended June 30, 2014 to $19,359 for the same period in 2015. 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 three months ended June 30, 2015, the Company incurred $4,658 in interest expense compared to $30,233 in the comparative period in 2014, a decrease of $25,575 or 84.5%. The decrease was mainly due to the additional interest expense from amortization of debt issuance costs of $26,938 included in interest expense for the three months ended June 30, 2014. The debt issuance costs were fully amortized as of March 2015.

 

Liquidity and Capital Resources

 

As of June 30, 2015, the Company had total current assets of $18. As of June 30, 2015, the Company had total current liabilities of $857,047 which include $448,993 in accounts payable, $380,778 in accounts payable-related party, and $27,176 in accrued interest. At June 30, 2015, the Company had a working capital deficit of $857,029. In addition, the Company had a note payable to a related party in the amount of $616,155.

 

During the three months ended June 30, 2015, the Company used cash of $17,517 in our operations as compared to $90,621 during the same period ended June 30, 2014.  No cash was provided by or used in investing activities during the three months ended June 30, 2015 and 2014.  During the three months ended June 30, 2015, cash provided by financing activities was $17,496 as compared to $91,576 during the same period in 2014.

 

Cicerone Corporate Development, LLC (a related party) advanced $17,496 and $91,576 to the Company for operating expenses during the three months ended June 30, 2015 and 2014, 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.

 

Capital Resources

 

The Company will need to raise an additional $1,005,159 in funding to complete Phase I of the George PSA.  Phase II of the George PSA 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 Wyoming PSA.

 

The Company has no material commitments for capital expenditures within the next year, however if operations are commenced, and 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 are 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 or at the terms acceptable to us if any at all, 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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2015 and June 30, 2015, 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, 2015 or June 30, 2015, 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 three month period ended June 30, 2015 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.

 

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, 2015, 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 134th 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. On or about July 7, 2014, GHJHS filed a motion to amend the final order in light of an outstanding 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 as of the date of this filing.

 

 

 

There is 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:

 

During the quarter ended June 30, 2015, in accordance with the terms of the agreement with Mr. Richardson, the Company is committed to issue 28,413 shares of common stock to Mr. Richardson valued at $60,000 for services.

 

As of June 30, 2015, the Company has committed to issue a total of 85,623 shares of common stock.  All issuable shares are unregistered shares. 

 

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(a)(2) of the Securities Act for sales not involving a public offering or rule 506 as promulgated thereunder.  The securities when issued will not be 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.

 

 

 

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 (Incorporated 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 (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on September 19, 2014)
10.3	Operating Agreement (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on September 19, 2014)
10.4	Purchase and Sale Agreement between the Company and Black Gold Kansas Productions, LLC (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on September 19, 2014)
10.5	Fidare Consulting Group, LLC. First Amended Consulting Agreement, dated July 1, 2014 (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K/A for the year ended March 31, 2014 filed on July 18, 2014)
10.6	Second Amendment, Extension and Ratification of Purchase and Sale Agreement between the Company and Black Gold Kansas Production, LLC for the George Project (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K for the year ended March 31, 2015 filed on July 24, 2015)
10.7	Letter of Addendum and Extension to August 6, 2014 Purchase, Sale and Join Exploration Agreement By and Between Rangeford Resources, Inc. and Black Gold Kansas Production, LLC (Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K for the year ended March 31, 2015 filed on July 24, 2015)
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**
101	Interactive Data File (Form 10-Q for the quarter ended June 30, 2015).
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

 

 

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: September 3, 2015	By:	/s/ Colin Richardson
		Colin Richardson
		Chief Executive Officer, President, Principal Executive Officer and Principal Financial and Accounting Officer

 

 

 

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