Amended Annual Report (10-k/a)
January 22 2019 - 5:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED MARCH 31, 2017
COMMISSION
FILE NUMBER 000-54306
RANGEFORD
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
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771176182
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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301
Commerce St, Suite 3500, Fort Worth, Tx
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76102
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(Address
of principal executive offices)
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(Zip
Code)
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REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE
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(817)
313-5005
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SECURITIES
REGISTERED UNDER SECTION 12(b) OF THE ACT:
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Title
Of Each Class
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Name
of Each Exchange In Which Registered
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COMMON
STOCK $0.0001 PER SHARE
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NOT
APPLICABLE
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SECURITIES
REGISTERED UNDER SECTION 12(g) OF THE ACT: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ]
Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ]
Yes [X] No
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 such 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 Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[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:
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [X] No
The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of September 30,
2017 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $20,545,534.
As
of July 31, 2018 the Registrant has 15,860,832 shares of common stock outstanding.
EXPLANATORY
NOTE
Rangeford
Resources, Inc. (“Rangeford” or the “Registrant”) is filing this Amendment No. 1 on Form 10-K/A (this
“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, as filed on September 12,
2018 (the “Original Form 10-K”), solely to file certifications by our principal executive officer and principal financial
officer on Exhibits 31.1, 31.2, 32.1 and 32.2.
In
connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including
with this Amendment new certifications by our principal executive and principal financial officers.
Except
as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change
any other items or disclosures in the Original Form 10-K. Further, this Amendment does not reflect subsequent events occurring
after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K. This Amendment
is an exhibit-only filing.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Exhibit No
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Description
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3.1
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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)
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3.2
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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)
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3.3
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Amended and Restated By-Laws (Incorporated by Reference to Exhibit B of the Information Statement on Schedule 14C filed on March 14, 2013)
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10.1
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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)
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10.2
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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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10.3
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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)
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10.4
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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)
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10.5
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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)
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10.6
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Purchase Sale Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 21, 2012)
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10.7
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Premise Use Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 21, 2012)
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10.8
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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)
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10.9
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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)
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10.10
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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)
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10.11
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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)
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10.12
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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)
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10.13
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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)
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10.14
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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)
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10.15
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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)
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10.16
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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)
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10.17
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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)
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10.18
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Albury Note (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on May 5, 2014)
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10.19
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Hadley Note (Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed on May 5, 2014)
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10.20
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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)
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10.21
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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)
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10.22
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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)
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10.23
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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 filed on July 24, 2015)
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10.24
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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 filed on July 24, 2015)
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10.25
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Third Amendment to 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)
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10.26
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Corporate Officer Consulting Settlement Agreement with Colin Richardson April, 2017 (Incorporated by reference to the Annual Report on Form 10-K filed on September 12, 2018)
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10.27
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Fidare Consulting Group, LLC Settlement Agreement, dated June 30, 2017(Incorporated by reference to the Annual Report on Form 10-K filed on September 12, 2018)
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10.28
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Fidare Consulting Group, LLC Consulting Agreement, dated July 1, 2017(Incorporated by reference to the Annual Report on Form 10-K filed on September 12, 2018)
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10.29
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Second Amendment to Revolving Credit Note date March 1, 2016 (Incorporated by reference to the Annual Report on Form 10-K filed on September 12, 2018)
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10.30
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Third Amendment to Revolving Credit Note date July 6, 2016 (Incorporated by reference to the Annual Report on Form 10-K filed on September 12, 2018)
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16.1
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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)
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21.1
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Subsidiaries of Rangeford Resources Inc.
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (Filed herewith)
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of principal financial and accounting officer (Filed herewith)
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32.1
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Section 1350 Certification of Chief Executive Officer (Filed herewith)
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32.2
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Section 1350 Certification of principal financial and accounting officer (Filed herewith)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
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Rangeford
Resources, Inc.
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By:
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/s/
Thomas Lindholm
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Thomas
Lindholm
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CEO
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
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Name
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Positions
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Date
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/s/
Thomas Lindholm
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CEO
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January
22, 2019
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Thomas
Lindholm
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