Quarterly Report (10-q)

Date : 09/28/2018 @ 11:10AM
Source : Edgar (US Regulatory)
Stock : Rangeford Resources Inc. (PN) (RGFR)
Quote : 0.16  0.0 (0.00%) @ 9:00PM

Quarterly Report (10-q)

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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, 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

771176182

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

301 Commerce St, Suite 3500, Fort Worth, TX 76102

(Address of principal executive offices)

 

(817) 313-5005

(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).

[X ] Yes [ ] 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 July 31, 2018 the Registrant has 15,860,832 shares of common stock outstanding. 


1


 

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.

 


2


 

 

TABLE OF CONTENTS

 

PART I-- FINANCIAL INFORMATION

 

Item 1. Financial Statements. 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. 17  

Item 4. Controls and Procedures. 17  

Item 1. Legal Proceedings. 19  

Item 1A. Risk Factors. 19  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 19  

Item 6. Exhibits. 19  


3


Table of Contents


 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

RANGEFORD RESOURCES, INC.

Balance Sheets (Unaudited)

 

 

 

 

September 30, 2015

 

 

March 31, 2015

ASSETS

Current assets

 

 

 

 

 

 Cash

$

151

 

$

39

Total current assets

 

151

 

 

39

 

 

 

 

 

 

Total assets

$

151

 

$

39

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 Accounts payable

$

1,015,285

 

$

346,662

 Accounts Payable- related party

 

17,100

 

 

336,677

 Accrued interest payable- related party

 

32,251

 

 

22,519

 Related party advances and notes payable

 

100

 

 

100

Total current liabilities

 

1,064,736

 

 

705,958

Related party note payable

 

622,382

 

 

598,659

Total liabilities

 

1,687,118

 

 

1,304,617

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 Series A convertible preferred stock, $0.001 par value, stated value $5.00 per share,

   3,000,000 shares authorized; 182,000 shares issued and outstanding

 

182

 

 

182

 Common stock to be issued

 

200,000

 

 

80,000

 Common stock, $0.001 par value; 75,000,000 shares authorized; 20,105,293 shares

   issued and outstanding

 

20,105

 

 

20,105

 Additional paid in capital

 

5,855,564

 

 

5,855,564

 Retained deficit

 

(7,762,818)

 

 

(7,260,429)

Total stockholders' deficit

 

(1,686,967)

 

 

(1,304,578)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

151

 

$

39

 

 

See accompanying notes to unaudited financial statements


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Table of Contents


 

RANGEFORD RESOURCES, INC.

Statements of Operations (Unaudited)

 

 

 

Three months ended

Six months ended

 

September 30,

September 30,

 

2015   

2014   

2015   

2014   

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Investor relations

$ 766   

$ -   

$ 8,805   

$ -   

Professional fees

163,790   

158,145   

270,340   

1,684,479   

Professional fees-related party

90,000   

60,000   

180,000   

313,540   

General and administrative

14,163   

11,592   

33,512   

35,768   

Total operating expenses

268,719   

229,737   

492,657   

2,033,787   

 

 

 

 

 

Loss from operations

(268,719)  

(229,737)  

(492,657)  

(2,033,787)  

 

 

 

 

 

Other expense

 

 

 

 

 Interest expense-related party

5,064   

29,924   

9,732   

60,158   

Total other expense

5,064   

29,924   

9,732   

60,158   

 

 

 

 

 

Loss before income taxes

(273,783)  

(259,661)  

(502,389)  

(2,093,945)  

 

 

 

 

 

Provision for income tax

-   

-   

-   

-   

 

 

 

 

 

Net loss

$ (273,783)  

$ (259,661)  

$ (502,389)  

$ (2,093,945)  

 

 

 

 

 

Preferred stock dividends

(18,200)  

(18,200)  

(36,400)  

(36,400)  

 

 

 

 

 

Net loss attributable to common shareholders

$ (291,983)  

$ (277,861)  

$ (538,789)  

$ (2,130,345)  

 

 

 

 

 

Basic and diluted loss per common share

$ (0.01)  

$ (0.01)  

$ (0.03)  

$ (0.11)  

 

 

 

 

 

Weighted average shares outstanding

20,105,293   

19,934,907   

20,105,293   

19,889,018   

 

 

See accompanying notes to unaudited financial statements


5


Table of Contents


 

RANGEFORD RESOURCES, INC.

Statements of Cash Flows (Unaudited) 

 

 

 

 

Six months ended September 30,

 

 

2015

 

 

 

2014

Cash flows from operating activities

 

 

 

 

 

 

Net loss

$

(502,389)

 

 

$

(2,093,945)

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

 

 

 

 

 

 

 Common stock payable for services

 

120,000

 

 

 

302,448

 Amortization of debt discount

 

-

 

 

 

53,127

 Warrant expense

 

-

 

 

 

387,080

 Option expense

 

-

 

 

 

1,179,395

Changes in operating assets and liabilities

 

 

 

 

 

 

 Prepaid expenses

 

-

 

 

 

(4,788)

 Accounts payable

 

372,966

 

 

 

(6,263)

 Accounts payable- related party

 

(197)

 

 

 

-

 Accrued interest payable

 

9,732

 

 

 

7,031

Net cash provided by (used in) operating activities

 

112

 

 

 

(175,915)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 Proceeds from related advances and notes payable

 

-

 

 

 

175,742

Net cash provided by financing activities

 

-

 

 

 

175,742

 

 

 

 

 

 

 

 Net (decrease) increase in cash

 

112

 

 

 

(173)

 Cash at beginning of period

 

39

 

 

 

173

 Cash at end of period

$

151

 

 

$

-

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 Cash paid for interest

$

-

 

 

$

-

 Cash paid for income taxes

$

-

 

 

$

-

 

 

See accompanying notes to unaudited financial statements

 


6


Table of Contents


 

Rangeford Resources, Inc.

Notes to Financial Statements (Unaudited)

September 30, 2015

 

NOTE 1 – INTERIM 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, 2015 and March 31, 2015 and for the three months ended September 30, 2015 and 2014 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 three months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report for the year ended March 31, 2015. 

 

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, which raises substantial doubt about the Company’s ability 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 – SIGNIFICANT ACCOUNTING POLICIES

 

Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Cash

 

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

 


7


Table of Contents


 

 

Income taxes

 

The Company accounts for income taxes under ASC 740  "Income Taxes"  which codified SFAS 109,  "Accounting for Income Taxes"  and FIN 48  “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

Fair Value of Financial Instruments  

 

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2015 and March 31, 2015.

 

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

 

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

 

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

 

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

 

The Company does not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at September 30, 2015 or March 31, 2015.

 

Impairment of Long-Lived Assets

 

The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amounts of the assets to future net cash flows expected to be generated by the assets.  If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets based on estimated future cash flows.  

 

Earnings Per Share Information

 

FASB ASC 260, “ Earnings Per Share”  provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  For purposes of the earnings per share calculation, we consider shares to be issued as issued shares as of the date the shares are earned. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

 

Share Based Expenses  

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50  "Equity - Based Payments to Non-Employees"  which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"),  "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".   Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: ( a ) the goods or services received; or ( b ) the equity instruments


8


Table of Contents


issued.  The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

 

Reclassifications and revision of prior period amounts

 

Certain amounts in the September 30, 2014 financial statements have been reclassified to conform to the September 30, 2015 presentation. The Company has revised prior period statement of operations to include deemed preferred stock dividends of $18,200

Recent accounting pronouncements

 

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

 

In September 2015, the FASB issued Accounting Standards Update No. 2015-16: Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16). ASU 2015-16 is part of an initiative to reduce complexity in accounting standards, and requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments of this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Furthermore, ASU 2015-16 requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date. For public entities, ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations.

 

 

NOTE 4 – AGREEMENT TO PURCHASE OIL AND GAS PROPERTIES

 

Great Northern Energy, Inc.

 

On November 15, 2012, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Great Northern Energy, Inc. (“GNE”) to acquire a substantial non-operating working interest in oil assets in East Texas. As of March 31, 2014, the Company had issued 7,400,000 shares of common stock to GNE towards the purchase of the oil and gas properties. Due to the lack of any tangible results as contemplated in the Agreement, and GNE's failure to uphold certain of its obligations under the Agreement, we determined it would be in our best interest to terminate the Agreement during the year ended March 31, 2015. 

 

GNE has returned the stock certificate for 7,400,000 common shares, however, GNE did not submit an executed stock power which is required to cancel the GNE shares. As such, these shares are considered issued and outstanding at September 30, 2017.

 

Black Gold Kansas Production, LLC 

 

Kansas – George Prospect

 

On September 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 this 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:


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$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.

 

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 George PSA, is the Company’s payment to BGKP of the sum of $767,000 (the “George Purchase Price”), as adjusted in accordance with the provisions of the George PSA. Although required by the terms of the George PSA, the Company has not yet placed $10,000 in an escrow account (the "George Earnest Money"), which upon closing, would be credited towards the George 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 George PSA, or the Company does not cure a material breach, then BGKP shall keep the George 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 George Purchase Price and will not be able to pay that, or the George 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 George PSA includes curative provisions if certain defects or other issues arise during such due diligence, as well as the handling of any such disputes.

 

The George 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 October 1, 2015, 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 George PSA if the other party does not cure any failure to comply in any material respect with any of such other party's covenants or agreements.

 

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.

 

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 Wyoming PSA, is the Company’s payment to BGKP of the sum of $2,352,000 (the “Wyoming Purchase Price”), as adjusted in accordance with the provisions of the Wyoming PSA. Although required by the terms of the Wyoming PSA, the Company has not yet placed $15,000 in an escrow account (the "Wyoming Earnest Money"), which upon closing, would be credited towards the Wyoming 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 Wyoming PSA, or the Company does not cure a material breach, then BGKP shall keep the Wyoming 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 Wyoming Purchase Price and will not be able to pay that, or the Wyoming 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 Wyoming PSA includes curative provisions if certain defects or other issues arise during such due diligence and how any disputes regarding same may be handled.

 

On July 23, 2015, both parties agreed to extend the Wyoming PSA until October 1, 2015. Both parties have further agreed to defer the closing of the West Mule Creek Oilfield pursuant to the Wyoming PSA until the acquisition of the George Prospect in Kansas pursuant to the George PSA is complete.

 


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The Wyoming 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 October 1, 2015, 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.

 

NOTE 5 –Stockholder’s Equity  

 

Series A Convertible Preferred Stock

The Company is authorized to issue 3,000,000 Shares of our Series “A” Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”). The Stated Value of the Preferred Stock is $5.00 per Share (the “Stated Value”). Each Share of Preferred Stock bears an eight percent (8%) cumulative dividend (the “Dividend”), due and payable quarterly as of July 31, October 31, January 31 and April 30.  The Company records cumulative dividends whether or not declared. Each share may be converted by the holder thereof, at any time, into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one warrant exercisable at $6.50 per share into one share of the Company’s common stock (the “Warrant”). The Company may force conversion to common stock and one warrant if the Company’s common stock trades over $7.00 for forty-five consecutive trading days.

 

During the quarter ended September 30, 2015 and 2014, the Company had deemed dividends of $18,200.  No dividends were declared or paid during the quarter ended September 30, 2015 and accumulated dividends in arrears as of September 30, 2015 were $85,066.

 

Common stock

 

The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001.

  

As of September 30, 2015, the Company has committed to issue a total of 117,345 shares of common stock.  All issuable shares are unregistered shares.

 

During the six months ended September 30, 2015, in accordance with the terms of the agreement with Mr. Richardson, the Company committed to issue 60,135 shares of common stock to Mr. Richardson valued at $120,000 for services.

 

During the six months ended September 30, 2014, the Company issued 42,172 shares of common stock valued at $120,000 to Fidare for services (see Note 7).

 

During the quarter ended September 30, 2014, the Company issued Mr. Richardson, 42,172 shares of common stock valued at $120,000 for services.

 

Net loss per common share

 

Net loss per share is computed using the basic and diluted weighted average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Potential dilutive securities (stock options and warrants) have not been considered when their effect would be anti dilutive. The potentially dilutive shares, including both stock options and warrants would have been 608,000 shares for the three and six months ended September 30, 2015.

 

Options

  

On April 28, 2014, the Company granted 308,000 options to purchase the Company’s common stock with a three year term and an exercise price of $1 for 108,000 options and $3 for 200,000 options, pursuant to the terms of the board of director’s agreement. The options were immediately vested and had a fair value of $1,179,395 as the grant date. The options were outstanding for the quarter ended September 30, 2015 and fiscal year end March 31, 2015.

  


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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 were 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, 2015 and changes during the quarter ended are presented below:

 

 

Options

 

Number of Options

 

 

Weighted Average Exercise Price

 

Weighted Average Remaining Contractual Term (in years)

 

 

Aggregate Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

Outstanding March 31, 2015

 

308,000

 

$

2.30

 

2.3

 

$

-

Granted, exercised, expired

 

-

 

$

-

 

-

 

 

-

Outstanding and exercisable September 30, 2015

 

308,000

 

$

2.30

 

0.08

 

$

-

 

No option expense was recognized during the quarter ended September 30, 2015 and 2014.

 

Warrants

 

The fair value of each warrant granted was estimated on the date of grant using the Black-Scholes option valuation. Expected volatilities are based on volatilities from the historical trading ranges of the Company’s stock. The expected term of warrants granted is estimated at the contractual term and represents the period of time that warrants 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 bonds with maturity dates at the estimated term of the options. The key assumptions used in evaluating the warrants and the estimated fair value are as follows for the quarter ended September 30, 2015, is as follows: 

    

 

 

 

September 30, 2015

 

Expected volatility

 

190

 %

Expected dividends

 

 

0

 

Expected term (in years)

 

 

3.0

 

Risk-free rate

 

 

1.44

%

  

A summary of warrant activity for the period ended September 30, 2015 are presented below:

 

 

 

Number of Warrants

 

 

Weighted Average

Exercise Price

Balance at March 31, 2015

 

300,000

 

$

4.60

Granted, exercised, expired

 

-

 

$

-

Balance at September 30, 2015

 

300,000

 

$

4.60

Warrants exercisable at ended September 30, 2015

 

300,000

 

$

4.60

 

No warrants expense was recognized during the quarter ended September 30, 2015 and 2014.

 

Note 6 - Income Taxes

 

We did not provide any current or deferred U.S. Federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  Under ACS 740  “Income Taxes,”  when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.


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The Company has not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements for the six months ended September 31, 2015 and 2014, applicable under ACS 740.

 

NOTE 7 –Related Party Transactions

 

Advances and Note Payable  

 

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 Cicerone Corporate Development, LLC ("Cicerone").    The advance had not been repaid as of September 30, 2015.  

 

On September 4, 2013, we received a $750,000 Revolving Credit Note (the "Revolving Note") from Cicerone for operating expenses.  The Revolving Note matured on February 1, 2015 and was extended to February 1, 2017 on the same terms and conditions and was reclassified to non-current liabilities. The note bears interest at the rate of LIBOR plus 2.75% per annum.As of September 30, 2015 and March 31, 2015, the balance due was $622,382 and $598,659, respectively, with related accrued interest of $32,251 and $22,519, respectively. Interest expense related to this debt was $9,732 and $3,735 during the quarter ended September 30, 2015 and 2014, respectively.

 

Professional Services  

 

On September 26, 2013, the Company entered into a new Consulting Agreement (the “Fidare Consulting Agreement”) with Fidare to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning. The managing member of Fidare is the C.E. McMillan Family Trust.  Harry McMillan is trustee of the C.E. McMillan Family Trust.

 

On July 1, 2014, the Fidare Consulting Agreement was amended so Fidare would 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.  Effective April 1, 2015, Fidare agreed to waive all monthly compensation under the Fidare Agreement until further notice.

 

For the six month period ended September 30, 2015, the Company did not recognize any expenses under the Fidare Agreement due to the waiver discussed above.

 

For the six month period ended September 30, 2014, the Company recognized $120,000 in expenses to Fidare consulting that were paid in shares of stock and $193,540 in warrants which were recorded in Professional fees- related party expenses.  

 

As of September 30, 2015, the Company is obligated to issue Fidare 28,605 shares of the Company’s common stock that were earned prior to April 1, 2015.    

 

Chief executive officer compensation agreement

 

The Company had a consulting agreement with Mr. Colin Richardson to serve as our chief executive officer. Mr. Richardson, payable by $10,000 in cash, and a number of shares of the Company’s common stock valued at $20,000 based on its price at the close on the last trading day of each month. The Company also issued two year warrants to purchase up to 20,000 shares of the Company’s common stock at an exercise price per share equal to the closing sale price of the common stock on the date of the issuance. Prior to July 1, 2014, Mr. Richardson also received warrants. As of September 30, 2015, Mr. Richardson was entitled to 88,740 shares of common stock valued at approximately $160,000 and was due cash compensation of approximately $327,000.

 

  Director’s fees

 

In exchange for his services as a member of the Board of Directors, Mr. Mike Farmer is entitled to receive $2,000 per month payable in cash. In addition, during the three month period ended September 30, 2014, Mr. Farmer 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. As of September 30, 2015, Mr. Farmer was due the cash portion of his compensation totaling $42,000.


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NOTE 8 – Commitments and Contingencies

 

Effective July 1, 2015, the Company entered into a nine month sublease agreement for office space in Houston, Texas. In accordance of the terms of the sublease agreement, the Company would share approximately 4,000 square feet of office space with an oil and gas engineering firm for $3,000 per month. The Company also has a consulting contract with the engineering firm for oil and gas engineering consulting services.  Rent expense totaled $9,000 for the nine months ended September 30, 2015, and is included in general and administrative expenses in the statement of operations.

 

 

NOTE 9 – Subsequent Events

 

During the six months ended March 31, 2016, consulting services totaling approximately $120,000 were accrued to common stock payable. During the year ended March 31, 2017, consulting services totaling approximately $475,000 were accrued to common stock payable. During the year ended March 31, 2017, the Company issued 125,241 common shares valued at $110,000. As of March 31, 2017, the Company has $787,000 in common stock payable, which is payable in 1,017,151 shares of common stock.

 

Effective May 1, 2016, the Company replaced Mr. Richardson as executive consultant with an employee Mr. Lindholm as CEO.

 

In December 2016, the Company issued a $20,000 8% Senior note with 40,000 warrants exercisable at $0.50 per share. The note matures on December 9, 2017, and accrued interest was $491 for the year ended March 31, 2017.  The fair value of the warrants was $9,514, and was reported as a debt discount with amortization of $2,303 for the year ended March 31, 2017.  The note payable balance net of the discount as of March 31, 2017 was $12,789. In January 2018, the note was converted into 133,334 shares of common stock.

 

During the year ended March 31, 2017, the Company issued 200,000 shares of common stock valued at $180,000, valued based on the price at close on the last trading day of each month for services:

 

During the year ended March 31, 2017, a related party converted advances totaling $115,000 to common stock at $1 per share, which was equivalent of the stock value on the date of conversion.

 

During the years ended March 31, 2017 and 2016, 120,000 and 180,000 warrants expired.

 

Effective July 1, 2017, 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. The managing member of Fidare is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. Fidare receives monthly compensation of shares of common stock valued at $10,000 based on the price at the close on the last trading day of each month.

 

On October 20, 2017, the Company received $30,000 for the purchase of 200,000 restricted common shares at $0.15 per share and 100,000 warrants at $0.50 per share exercise price with a three-year term.

 

On February 6, 2018, management signed a repayment agreement with a creditor related to its court approved judgment and bank account lien in the amount of $16,026.  As of June 30, 2018, the Company has paid $15,434.

 

During March, 2018, the Company received $50,000 from subscription agreements for the purchase of 333,335 restricted common shares and 250,000 warrants with a $0.50/share exercise price and three year maturity.

 

During March 2017, the Company entered into a settlement agreement with a prior officer. As of September 30, 2015, the Company had recorded accounts payable of approximately $328,000 and stock payable of $160,000. Subsequent to September 30, 2015, the Company recorded an additional compensation of approximately $210,000. In March 2017, the Company issued a promissory note for $205,000 and 422,719 common shares to be issued. In April 2018, the Company issued 422,719 common shares for the outstanding liability.

 

For the year ended March 31, 2018, the Company issued 1,215,641 shares for compensation expenses, and 832,988 shares for consulting expenses.

 

On August 10, 2018 the Company was notified the government convicted Mr. Loftis, former executive of Great Northern Energy, to a forfeiture order of $1,662,749.10. Chief Judge Christensen further ordered Loftis to pay $7,931,666.55 in restitution to the victims of his crimes. Rangeford Resources had filed a Victim Impact Statement “United States v. Joseph Brent Loftis CR-15-11-BU-DLC for


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restitution for its $700,000 cash investment and 7,400,000 shares of Rangeford Resources, Inc. Common stock was issued at a market price of $5.00/shares (contract date November 15, 2012) valued at $37,000,000.

 

On August 14, 2018, Rangeford Resources’ board of directors unanimously approved to retire 7,400,000 shares of common stock (stock certificate #1044 dated January 30 ,2013) issued to Great Northern Energy, Inc.  Great Northern Energy surrendered the stock certificate to the transfer agent on September 1, 2013 and wrote letters to the SEC an FINRA confirming the release of the stock certificate. However, management elected not retire the stock certificate at the request of federal law enforcement official pending the conviction and sentencing of Great North Energy’s Joseph Brent Loftis.

 

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 $7.7 million since inception through September 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 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.

   

Plan of Operation

 

We have $1,064,736 in current liabilities as of September 30, 2015. Through September 30, 2015, we have accumulated losses of $7,762,818. 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


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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 September 30, 2015 Compared to the Three Months Ended September 30, 2014

 

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

 

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

 

For the three months ended September 30, 2015, the Company recognized a net loss of $273,783 compared to $259,661 for the three months ended September 30, 2014. The increase of approximately $14,122 was primarily the result of higher professional fees of approximately $35,645, offset by a decrease in interest expense of approximately $24,860, and an increase in investor relations and general administrative expenses for approximately $3,337.

 

For the Six Months Ended September 30, 2015 Compared to the Six Months Ended September 30, 2014

 

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

 

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

 

For the six months ended September 30, 2015, the Company recognized a net loss of $502,389 compared to $2,093,945 for the six months ended September 30, 2014. The decrease of approximately $1,591,556 was primarily the result of a reduction in professional fees of approximately $1,547,679, a decrease in interest expense of approximately $50,426, and an increase in investor relations and general administrative expenses for approximately $6,549.

 

Liquidity and Capital Resources

 

As of September 30, 2015, the Company had total current assets of $151. As of September 30, 2015, the Company had total current liabilities of $1,064,736 which include $1,015,285 in accounts payable, $17,100 in accounts payable-related party, and $32,251 in accrued interest. At September 30, 2015, the Company had a working capital deficit of $1,064,585. In addition, the Company had a note payable to a related party in the amount of $622,382.

 

During the nine months ended September 30, 2015, the Company provided cash of $112 in our operations as compared to $175,915 during the same period ended September 30, 2014.  No cash was provided by or used in investing activities during the nine months ended September 30, 2015 and 2014.  During the three months ended September 30, 2015, cash provided by financing activities was $- as compared to $175,742 during the same period in 2014.

 

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

 

Other than the targeted acquisitions, 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

 


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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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2015 and September 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 September 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


17


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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 September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


18


Table of Contents


 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On August 10, 2018 the Company was notified the government convicted Mr. Loftis, former executive of Great Northern Energy, to a forfeiture order of $1,662,749.10. Chief Judge Christensen further ordered Loftis to pay $7,931,666.55 in restitution to the victims of his crimes. Rangeford Resources had filed a Victim Impact Statement “United States v. Joseph Brent Loftis CR-15-11-BU-DLC for restitution for its $700,000 cash investment and 7,400,000 shares of Rangeford Resources, Inc. Common stock was issued at a market price of $5.00/shares (contract date November 15, 2012) valued at $37,000,000.

 

On August 14, 2018, Rangeford Resources’ board of directors unanimously approved to retire 7,400,000 shares of common stock (stock certificate #1044 dated January 30 ,2013) issued to Great Northern Energy, Inc.  Great Northern Energy surrendered the stock certificate to the transfer agent on September 1, 2013 and wrote letters to the SEC an FINRA confirming the release of the stock certificate. However, management elected not retire the stock certificate at the request of federal law enforcement official pending the conviction and sentencing of Great North Energy’s Joseph Brent Loftis.

 

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.

 

None

 

 Item 6. Exhibits.

 

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

 

 

 

Exhibit No

Description

3.1

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of Rangeford Resources, Inc.’s Registration Statement on Form S-1 filed on July 3, 2008)

3.2

Articles of Amendment to our Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8K filed on April 9, 2013)

3.3

Amended and Restated By-Laws (Incorporated by Reference to Exhibit B of the Information Statement on Schedule 14C filed on March 14, 2013)

10.1

Orphan Holdings of Texas, Inc. Share Purchase Agreement, dated July 5, 2012 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2012)

10.2

Frederick Ziegler Consulting Agreement, dated August 1, 2012 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 31, 2012)


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Table of Contents


10.3

John Miller Consulting Agreement, dated September 1, 2012 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 31, 2012)

10.4

E. Robert Gates, Consulting Agreement, dated September 1, 2012 (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 31, 2012)

10.5

Kevin A. Carreno Board of Directors Agreement, dated August 9, 2012 Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on August 31, 2012)

10.6

Purchase Sale Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 21, 2012)

10.7

Premise Use Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 21, 2012)

10.8

Placement Agent/Investment Banking Retainer Agreement, dated November 13, ( Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on November 21, 2012)

10.9

Fidare Consulting Group, LLC Consulting Agreement, dated September 25, 2012 (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on November 21, 2012)

10.10

Gregory Hadley, Board of Directors Agreement, dated November 15, 2012 (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on December 10, 2012)

10.11

Fidare Consulting Group, LLC. First Amended Consulting Agreement, dated December 1, 2012 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2012)

10.12

Steven R. Henson Corporate Officer/Consulting Engagement Agreement, dated December 3, 2012 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 10, 2012)

10.13

Steven R. Henson Board of Directors Agreement, dated December 4, 2012, (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on December 10, 2012)

10.14

Corporate Officer Consulting Engagement Agreement with Mr. Colin Richardson (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 21, 2014)

10.15 

First Amended Corporate Officer Consulting Engagement Agreement with Mr. Colin Richardson (Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on July 15, 2014)

10.16 

Form of Revolving Credit Note dated September 4, 2013 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 21, 2014)

10.17 

Letter Agreement with Pt Platinum Consulting, LLC (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on May 5, 2014)

10.18 

Albury Note (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on May 5, 2014)

10.19 

Hadley Note (Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed on May 5, 2014)

10.20 

Board of Directors Agreement with Michael Farmer dated as of January 28, 2013 (Incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed on May 5, 2014)

10.21

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)

10.22

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)

10.23

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 the Annual Report on Form 10-K filed on September 12, 2018))

10.24

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 the Annual Report on Form 10-K filed on September 12, 2018))

16.1

Letter of Change of Accountants, LBB & Associates, Ltd., dated January 4, 2012  (Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on January 9, 2013)

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (Filed herewith)

31.2

Rule 13a-14(a)/15d-14(a) Certification of principal financial and accounting officer (Filed herewith)

32.1

Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer (Filed herewith)

 


20


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101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

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 27, 2018

By:

/s/ Thomas E. Lindholm

  

  

Thomas E. Lindholm

  

  

Chief Executive Officer, Principal Executive Officer and Principal Financial Officer


21

 

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