0001072588-12-000125.txt : 20120828 0001072588-12-000125.hdr.sgml : 20120828 20120827190533 ACCESSION NUMBER: 0001072588-12-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120828 DATE AS OF CHANGE: 20120827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rangeford Resources, Inc. CENTRAL INDEX KEY: 0001438035 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770707050 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86915 FILM NUMBER: 121058109 BUSINESS ADDRESS: STREET 1: 8541 NORTH COUNTRY ROAD 11 CITY: WELLINGTON STATE: CO ZIP: 80549 BUSINESS PHONE: (970) 218-7080 MAIL ADDRESS: STREET 1: 8541 NORTH COUNTRY ROAD 11 CITY: WELLINGTON STATE: CO ZIP: 80549 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RF Colorado Ventures, LLC CENTRAL INDEX KEY: 0001552226 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 303-422-8127 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 SC 13D/A 1 sc13darfmal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 RANGEFORD RESOURCES, INC. ------------------------- (Name of Issuer) Common Stock (Title of Class of Securities) 75281D 20 2 (CUSIP Number) FILING JOINTLY: RF COLORADO VENTURES, LLC and RF VENTURES, INC. and M.A. LITTMAN 518 17th Street, Suite 765 Denver, CO 80202 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 2012 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 1 CUSIP No. 75281D 20 2 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). RF COLORADO VENTURES, LLC RF VENTURES, INC. -- Manager of RF Colorado Ventures, LLC M.A. LITTMAN -- President of RF Ventures, Inc. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: RF Colorado Ventures, LLC State of Colorado ----------------- RF Ventures, Inc. State of Colorado ----------------- M.A. Littman United States of America ------------------------ Number of 7. Sole Voting Power (1) 9,900,000 shares Shares Beneficially by 8. Shared Voting Power(1) 9,900,000 shares Owned by Each Reporting 9. Sole Dispositive Power (1) 9,900,000 shares Person With Power 10. Shared Dispositive Power 9,900,000 shares (1) RF Colorado Ventures, LLC is the record owner of the shares, and RF Ventures, Inc. is the manager of RF Colorado Ventures, LLC. Mr. M.A. Littman is the President of RF Ventures, Inc. 11. Aggregate Amount Beneficially Owned by Each Reporting Person RF Colorado Ventures, LLC 9,900,000 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 98.19% Based on 10,081,700 shares of common stock issued and outstanding. 14. Type of Reporting Person RF Colorado Ventures, LLC OO RF Ventures, Inc. OO M.A. Littman IN ITEM 1. SECURITY AND ISSUES. This statement on Schedule 13D relates to shares of $0.001 par value Common Stock of Rangeford Resources, Inc., a Nevada Corporation. The address of its principal office is 518 17th Street, Suite 765, Denver, CO 80202. 2 ITEM 2. IDENTITY AND BACKGROUND. RF Colorado Ventures, LLC (a) This statement on Schedule 13D is being filed on behalf of RF Colorado Ventures, LLC. (b) RF Colorado Ventures, LLC's address is 518 17th Street, Suite 765, Denver, CO 80202. (c) RF Colorado Ventures, LLC was organized in order to identify and develop opportunities in the energy industry. (d) RF Colorado Ventures, LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) RF Colorado Ventures, LLC has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject or, federal or state securities laws or finding any violation with respect to such laws. (f) State of Organization: Colorado RF Ventures, Inc., the Managing Member of RF Colorado Ventures, LLC (a) This statement on Schedule 13D is being filed on behalf of RF Ventures, Inc. (b) RF Ventures, Inc 's address is 518 17th Street, Suite 765, Denver, CO 80202. (c) RF Ventures, Inc. was organized in order to identify and develop opportunities in the energy industry. (d) RF Ventures, Inc. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) RF Ventures, Inc. has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject or, federal or state securities laws or finding any violation with respect to such laws. (f) State of Organization: Colorado M.A. Littman, President of RF Ventures, Inc. which is the current manager of RF Colorado Ventures, LLC. (a) This statement on Schedule 13D is being filed on behalf of M.A. Littman. (b) M.A. Littman's address is 7609 Ralston Road, Arvada, CO 80002. (c) Since March 2012, Mr. Littman has served as the President of RF Ventures, Inc. 3 (d) Mr. Littman has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) Mr. Littman has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject or, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION. RF Colorado Ventures, LLC commenced a private offering of its equity interests in order to purchase the 9,900,000 shares of Rangeford Resources, Inc. for $300,000 through equity investors in the LLC. ITEM 4. PURPOSE OF THE TRANSACTION. RF Colorado Ventures, LLC intends to take control of, capitalize, and commence energy production ventures with the Issuer. RF Colorado Ventures, LLC, upon closing of the Share Purchase Agreement, will be the direct holder of the shares of the Company and as such has the ability to vote the shares. RF Ventures, Inc. is the manager of RF Colorado, LLC. RF Colorado Ventures, LLC intends to and may influence the following corporate activities: (a) The acquisition by other persons of additional securities of Rangeford Resources, Inc. through private placements; (b) An extraordinary corporate transaction, such as a merger, reorganization or acquisition, involving Rangeford Resources, Inc. and as yet undetermined acquisitions in the energy industry; (c) No sale or transfer of a material amount of assets of Rangeford Resources, Inc. or any of its subsidiaries is contemplated as Rangeford has no assets, other than a small amount of cash; (d) A change in the present board of directors or management of Rangeford Resources, Inc.(new board members have been appointed), including any plans or proposals to change the number of term or directors or to fill any existing vacancies on the board; (e) Material changes in the present capitalization of Rangeford Resources, Inc. including sales of equity or debt are intended; (f) Any other material change in Rangeford Resources, Inc.'s business or corporate structure, which will include energy related acquisitions are intended; (g) Changes in Rangeford Resources, Inc.'s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Rangeford Resources, Inc. by any person may be enacted; (h) Not Applicable; (i) Not Applicable; or (j) Any action similar to any of those enumerated above. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The percentage of outstanding shares of Rangeford Resources, Inc.'s common stock reported below is based on the statement that there are 10,081,700 shares of Rangeford Resources, Inc.'s common stock issued and outstanding. (a) RF Colorado Ventures, LLC intends to purchase directly 9,900,000 shares of the Rangeford Resources, Inc.'s common stock, which is 98.19% of the issued and outstanding common stock issued and outstanding at the time of this filing. RF Colorado Ventures, LLC is managed by RF Ventures, Inc. and Mr. Littman is President of RF Ventures, Inc. manager of RF Colorado Ventures, Inc. and therefore controls RF Colorado Ventures, LLC. (Based on 10,081,700 shares of common stock issued and outstanding. Does not assume the exercise or conversion of any other equity instruments Rangeford Resources, Inc. may have issued.) (b) For information regarding the number of shares of Rangeford Resources, Inc.'s common stock to which RF Colorado Ventures, LLC (which RF Ventures, Inc manages and of which Mr. Littman is President) holds or may be deemed to hold, reference is made to items (7) - (12) of the cover page for this statement on Schedule 13D. (c) Other than the purchases as set forth herein, there have been no other transactions in shares of Rangeford Resources, Inc.'s common stock effected by RF Colorado Ventures, LLC, RF Ventures, Inc., Mr. Littman, during the past 60 days. (d) Subject to closing under the Share Purchase Agreement, no person other than RF Colorado Ventures, LLC (managed by RF Ventures, Inc. and Mr. Littman) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Rangeford Resources, Inc.'s common stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 6, 2012, RF Colorado Ventures, LLC closed on the purchase of the 9,900,000 shares of restricted common stock of Rangeford Resources, Inc., pursuant to the Share Purchase Agreement, dated July 5, 2012 by and between RF Colorado Ventures, LLC, Rangeford Resources, Inc., and Orphan Holdings of Texas, LLC. The managing member of RF Colorado Ventures, LLC is RF Ventures, Inc., of which M.A. Littman is the President. On August 22, 2012, RF Colorado Ventures, Inc. entered into a Subscription Agreement to purchase a 4.5% equity interest in RF Colorado Ventures, LLC. As a part of the Subscription Agreement, RF Ventures, Inc. signed a secured corporate promissory note for $22,500 as payment on the equity interest. The secured corporate promissory note accrues interest at 6% per annum and is secured with a Security and Pledge Agreement that provides for the 4.5% equity interest to secure the promissory note. 5 As part of the organization of RF Colorado Ventures, LLC, RF Ventures, Inc. was issued a 0.5% equity interest in RF Colorado Ventures, LLC for its services in organizing RF Colorado Ventures, LLC. RF Colorado Ventures, LLC has no other contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to the securities of Rangeford Resources, Inc., other than as described in this statement on Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 10.1 Share Purchase Agreement By and Between RF Colorado Ventures, LLC, Rangeford Resources, Inc., and Orphan Holdings of Texas, LLC. Incorporated by reference from the Schedule 13D filed with the Securities and Exchange Commission on July 20, 2012. 10.2 Statement of RF Colorado Ventures, LLC, RF Ventures, Inc., M.A. Littman as to the joint filing of Schedule 13D dated August 27, 2012. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 27, 2012 RF COLORADO VENTURES, LLC By: /s/ M.A. Littman -------------------------------------- M.A. Littman, as President of RF Ventures Inc., the Manager of RF Colorado Ventures, LLC RF VENTURES, INC. By: /s/ M.A. Littman -------------------------------------- M.A. Littman, President M.A. LITTMAN /s/ M.A. Littman -------------------------------------- M.A. Littman, Individually 7 EX-10 2 ex10-2a.txt EXHIBIT 10.2 STATEMENT OF RF COLORADO VENTURES, LLC, RF VENTURES, INC., AND M.A. LITTMAN AS TO THE JOINT FILING OF SCHEDULE 13D We, the undersigned, hereby consent to the joint filing with the Securities and Exchange Commission ("SEC") of the Schedule 13D, dated August 27, 2012 on our behalf by RF Colorado Ventures, LLC. Dated: August 27, 2012 RF COLORADO VENTURES, LLC By: /s/ M.A. Littman -------------------------------------- M.A. Littman, as President of RF Ventures Inc., the Manager of RF Colorado Ventures, LLC RF VENTURES, INC. By: /s/ M.A. Littman -------------------------------------- M.A. Littman, President M.A. LITTMAN /s/ M.A. Littman -------------------------------------- M.A. Littman, Individually