10-Q 1 form10-q.htm

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, 2017

[ ]	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.)

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 August 23, 2019, the Registrant has 23,683,551 shares of common stock outstanding.

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.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements (unaudited).	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	14
Item 4. Controls and Procedures.	14
PART II – OTHER INFORMATION	15
Item 1. Legal Proceedings.	15
Item 1A. Risk Factors.	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	15
Item 6. Exhibits.	16

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

RANGEFORD RESOURCES, INC.

Balance Sheets (Unaudited)

	June 30, 2017			March 31, 2017
Current assets
Cash	$	16		$	46
Total current assets		16			46

Total assets	$	16		$	46

Current liabilities
Accounts payable	$	1,307,541		$	1,227,425
Accounts payable- related party		17,100			17,100
Accrued interest payable- related party		87,411			76,637
Note payable, net of discount		14,998			12,789
Related party advances and notes payable		100			100
Total current liabilities		1,427,150			1,334,051
Related party notes payable		1,004,607			1,004,607
Total liabilities		2,431,757			2,338,658

Stockholders’ deficit
Series A convertible preferred stock, $.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		932,000			787,000
Common stock, $.001 par value; 75,000,000 shares authorized; 20,545,534 and 20,545,534 shares issued and outstanding, respectively		20,545			20,545
Additional paid in capital		6,269,743			6,269,718
Retained deficit		(9,654,211	)		(9,416,057	)
Total stockholders’ deficit		(2,431,741	)		(2,338,612	)

Total liabilities and stockholders’ deficit	$	16		$	46

See accompanying notes to unaudited financial statements

RANGEFORD RESOURCES, INC.

Statements of Operations (Unaudited)

	Three months ended
	June 30,
	2017			2016
Operating expenses
Investor relations	$	-		$	6,625
Professional fees		19,095			81,495
Professional fees-related party		30,000			240,000
General and administrative		176,076			80,783
Total operating expenses		225,171			408,903

Loss from operations		(225,171	)		(408,903	)

Other expense
Interest expense-related party		12,983			6,029
Total other expense		12,983			6,029

Net loss	$	(238,154	)	$	(414,932	)

Preferred stock dividends		(18,200	)		(18,200	)

Net loss attributable to common shareholders		(256,354	)		(433,132	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.02	)

Weighted average shares outstanding		20,545,534			20,105,293

See accompanying notes to unaudited financial statements

RANGEFORD RESOURCES, INC.

Statements of Cash Flows

(Unaudited)

	Three months ended June 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(238,154	)	$	(414,932	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		145,000			310,000
Amortization of debt discount		2,209			-
Changes in operating assets and liabilities:
Accounts payable		80,116			98,818
Accrued interest payable		10,774			6,029
Net cash provided by (used) in operating activities		(55	)		(85	)

Cash flows from investing activities
Cash contribution		25			-
Net cash provided by investing activities		25			-

Net (decrease) increase in cash		(30	)		(85	)
Cash at beginning of period		46			110
Cash at end of period	$	16		$	25

Supplemental disclosure of non-cash investing and financing activities:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Rangeford Resources, Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

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 June 30, 2017 and March 31, 2017 and for the three months ended June 30, 2017 and 2016 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 June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018. 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, 2017.

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.

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 June 30, 2017 and March 31, 2017.

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 June 30, 2017 or March 31, 2017.

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 the common stock equivalents were anti-dilutive.

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

Recent accounting pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (ASU 2016-02). The main objective of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 requires lessees to recognize assets and liabilities arising from leases on the balance sheet. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, ASU 2016-02 is effective for consolidated financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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 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 Agreement.

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. As such, these shares are considered issued and outstanding at June 30, 2017.

NOTE 5 - NOTE PAYABLE

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. The fair value of the warrants was $9,394, and was reported as a debt discount with amortization of $2,209 for the period ended June 30, 2017. The note payable balance net of the discount as of June 30, 2017 was $14,998.

NOTE 6 –STOCKHOLDER’S EQUITY

Series A Convertible Preferred Stock

In December 2012, the Board of directors authorized the offering for sale and issuance of up to a maximum of 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. Each Share of Preferred Stock bears an eight percent (8%) cumulative 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 and one warrant exercisable at $6.50 per share into one share of the Company’s common stock. 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 three months ended June 30, 2017 and 2016, the Company had dividends of $18,200. No dividends were declared or paid. Accumulated dividends in arrears as of June 30, 2017 were $212,466.

Common stock

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

The Company accounts for common stock earned but not issued as common stock payable in Shareholders’ Equity. As of June 30, 2017 certain individuals and consultants were due $932,000 for services rendered. At the date these balances are paid the resulting effect on Common Stock and Paid in Capital would be an increase in outstanding common shares of 1,328,368, and are included in potentially dilutive shares.

Common stock payable totaling $145,000 shares were due for the three months ended June 30, 2017, of which 192,304 shares related to executive compensation valued at $90,000, and is included in general and administrative expense in the consolidated statement of operations, and 118,912 shares for professional fees valued at $55,000.

During the three months ended June 30, 2017, the Company received $25 in cash contributions from an executive of the Company.

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 stock options and warrants would have been 48,800 shares and 1,328,368 shares for common stock payable as of the quarter ended June 30, 2017.

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. Options were outstanding for the quarter ended June 30, 2017 and 2016 were $0 and 308,000, respectively.

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 June 30, 2017 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, 2017		308,000	$	2.30		1.08	$	-
Expired		308,000	$	2.30		-		-
Outstanding and exercisable June 30, 2017		-	$	-		-	$	-

Warrants

A summary of warrant activity for the period ended June 30, 2017 are presented below:

	Number of Warrants		Weighted Average Exercise Price
Balance at March 31, 2017		48,800	$	0.51
Granted, exercised and expired		-		-
Balance at June 30, 2017		48,800	$	.51
Warrants exercisable at ended June 30, 2017		48,800	$	.51

Warrants expense recognized during the three months ended June 30, 2017 and 2016 was $0 and $0, respectively.

NOTE 7 - 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.

The Company has not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements for the three months ended June 30, 2017 and 2016, applicable under ACS 740.

NOTE 8 –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 June 30, 2017.

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. On March 1, 2016 the revolving note was increased to $1,250,000. On July 6, 2016, the note was modified to include conversion of any amount of the debt to common stock at a conversion price of $1, which was the market value per share, and an extension to June 30, 2018. At this time the amendment was considered debt extinguishment with only a nominal gain on extinguishment.

On July 22, 2016 Cicerone converted $115,000 in advances to common stock. As of June 30, 2017 and 2016, the balance due was $799,607, with related accrued interest of $84,380 and $49,491, respectively. Interest expense related to this debt was $8,324 and $6,029 during the quarter ended June 30, 2017 and 2016, respectively. Subsequently, the note maturity was extended to June 30, 2020.

Professional Services

The Company has a 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. For the quarter ended June 30, 2017 and 2016, the Company recorded $30,000 and $20,000, respectively, in consulting fees related to this agreement. As of June 30, 2017, the Company is obligated to issue Fidare 260,651 shares of the Company’s common stock.

Director’s fees

In exchange for his services as a member of the Board of Directors until January, 2017, Mr. Mike Farmer was entitled to receive $2,000 per month payable in cash. In addition, during 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. Subsequently, during December 2017, Mr. Farmer was issued 65,554 shares in exchange for the cash portion of his compensation due totaling $74,000. The shares were valued at $43,266, resulting in a gain on the exchange totaling $30,734.

NOTE 9 – SUBSEQUENT EVENTS

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 $.15 per share and 100,000 warrants at $.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.

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

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 $.50/share exercise price and three year maturity.

During April 2018, the Company issued 422,719 shares in settlement of executive consulting expenses incurred during previous years.

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. Chief Judge Christensen further ordered Loftis to pay $7,931,667 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 and 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.

On September 27, 2018, Rangeford Resources extend the Cicerone Corporate Development Revolving 8% Note to June 30, 2020.

On November 1, 2018, RangeFord Resources entered into a five-month Strategic Consulting Agreement with Petralis Energy Resources for Geological and Geophysical Services.

On December 12, 2018 Rangeford Resources entered into a memorandum of understanding with Petralis Energy Resources, LLC to acquire 16 producing wells on approximately 4,600 acres for $1,800,000.

On April 4, 2019, Rangeford Resources, Inc. executed an offer letter to acquire 100% equity interest in Signal Oil Company, LLC of Kilgore, Texas. The acquisition price is $100,000 and seller financed on a 12-month note.

On April 8, 2019, Rangeford Resources awarded a consultant 100,000 common shares for completing the annual and quarterly financial statements.

On June 17, 2019, Rangeford Resources, Inc. executed a purchase and sale agreement with Gunn Exploration, Inc. to acquire twenty wellbores on the Triangle Ranch Headquarters Field in Foard County, Texas. Due to awaiting the oil and gas mineral lease from Burnett Oil, Inc., the PSA was Amended and extended to July 15, 2019. The acquisition price is $10 and assumption of plugging and abandonment liabilities.

On July 2, 2019, Rangeford Resources, Inc. executed an offer letter with Hall Exploration, Inc. to acquire 5% working interest in the Starnes lease, a 4,290 oil and gas mineral lease with 31 producing wells located in Cochran, County, Texas. The acquisition price is $10 and is subject to a buyback clause by the seller within six months. In the event, Rangeford Resources acquires the remaining 95% working interest, the seller has a favored nation clause and will received the same favorable purchase price, terms and conditions.

On July 17, 2019, Rangeford Resources, Inc. executed an offer letter with Walsh Petroleum, Inc. to acquire 100% working interest in the Starnes lease, a 4,290-acre oil and gas mineral lease with 31 producing wells located in Cochran, County, Texas. The acquisition price is $4,290,000 and is subject to financing. The agreement is nonexclusive and seller is under no obligation and may sell to another buyer. Rangeford may convert non-exclusive agreement into a binding agreement upon a $214,500 nonrefundable deposit.

On August 2, 2019 The Securities and Exchange Commission issued an Order of Suspension of Trading of Rangeford Resources’ common stock (OTCPK:RGFR). The Securities and Exchange Commission also issued an Order Instituting Administrative Proceedings and Note of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934.

On August 12, 2019, Rangeford Resources executed an $88,000 convertible note with GS Capital, LLC. The 12-month term note will be a Rule 144 Note and will not be eligible for conversion of free trading shares until 6 months after the issuance of the Note unless such shares are covered by a resale registration statement. The principal and accrued interest under the Note will be convertible into shares of Common Stock of the Company at a 40% discount to the lowest trading price with a 20 day look back. The Note shall bear interest at 8% along with an OID of $8,000 such that the purchase price of the Note shall be $80,000. The Issuer will provide a transfer agent reserve of equal to 4x the discounted value of the $88,000 note. As consideration for the purchase of the Note, the Company shall issue 30,000 shares of restricted common stock.

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, 2017, 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 $9.7 million since inception through June 30, 2017. The report of our independent registered public accounting firm on our financial statements for the year ended March 31, 2017 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.

Plan of Operation

We have $1,427,150 in current liabilities as of June 30, 2017.we have accumulated losses of $9,654,211. 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 through June 30, 2017, the Company has issued 20,545,534 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, 2017 Compared to the Three Months Ended June 30, 2016

During the three months ended June 30, 2017 and 2016, the Company did not recognize any revenues from operating activities.

For the three months ended June 30, 2017, the Company recognized a net loss of $238,154 compared to $414,932 for the three months ended June 30, 2016. The decrease of approximately $176,778 was primarily the result of lower professional fees of approximately $210,000 and lower investor relations of $6,625, offset by an increase in interest expense of approximately $6,954, and an increase in general administrative expenses for approximately $95,293.

Liquidity and Capital Resources

As of June 30, 2017, the Company had total current assets of $16. As of June 30, 2017, the Company had total current liabilities of $1,427,150 which includes $1,307,541 in accounts payable, $17,100 in accounts payable-related party, $87,411 in accrued interest, and a note payable net of discount totaling $14,998. At June 30, 2017, the Company had a working capital deficit of $1,427,134. In addition, the Company had notes payable to a related parties in the amount of $1,004,607.

During the three months ended June 30, 2017, the Company used cash of $55 in our operations as compared to cash used of $85 during the same period ended June 30, 2016. No cash was provided by or used in financing or investing activities during the three months ended June 30, 2016. During the three months ended June 30, 2017, cash provided by investing activities was $25.

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

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, 2017 and June 30, 2017, 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, 2017 or June 30, 2017, 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, 2017 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 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)
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)
10.25		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)
10.26		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)
10.27		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)
10.28		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)
10.29		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)
10.30		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)
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)

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: August 23, 2019	By:	/s/ Thomas E. Lindholm
		Thomas E. Lindholm
		Chief Executive Officer, Principal Executive Officer and Principal Financial Officer