UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2011
Commission File Number 333-152104
Rangeford Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
| 77-1176182 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
8541 North Country Road 11
Wellington, Colorado 80549
(970) 218-7080
(Registrants telephone number, including area code)
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.
Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | 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 . No X .
10,281,700 shares of Common Stock, par value $0.001, were outstanding on November 14, 2011.
RANGEFORD RESOURCES, INC.
INDEX | |
| Page Number |
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PART 1 FINANCIAL INFORMATION |
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Item 1 Financial Statements | 3 |
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Balance Sheets | 5 |
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Statement of Operations | 6 |
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Statement of Cash Flows | 7 |
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Notes to Financial Statements | 8 |
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations | 9 |
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Item 3 Quantitative and Qualitative Disclosure About Market Risk | 10 |
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Item 4 Controls and Procedures | 10 |
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PART II OTHER INFORMATION | 12 |
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Item 1 Legal Proceedings | 12 |
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Item 2 Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
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Item 3 Defaults upon Senior Securities | 12 |
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Item 4 Submission of Matters to a Vote of Security Holders | 12 |
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Item 5 Other Information | 12 |
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Item 6 Exhibits and Reports Form 8-K | 12 |
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Signatures | 12 |
2
PART I ― FINANCIAL INFORMATION
Item 1. Financial Statements.
RANGEFORD RESOURCES, INC.
(A Development Stage Enterprise)
Unaudited Financial Statements
For the Three and Six Months Ended September 30, 2011 and 2010 and the
Period of December 4, 2007 (Inception) to September 30, 2011
3
RANGEFORD RESOURCES, INC.
(A Development Stage Enterprise)
Unaudited Financial Statements
For the Three and Six Months Ended September 30, 2011 and 2010 and the
Period of December 4, 2007 (Inception) to September30, 2011
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| Page(s) |
Balance Sheets as of September 30 and March 31, 2011 | 5 | |
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Statements of Operations for the three and six months ended September 30, 2011 and 2010 and the period of December 4, 2007 (Inception) to September 30, 2011 | 6 | |
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Statements of Cash Flows for the six months ended September 30, 2011 and 2010 and the period of December 4, 2007 (Inception) to September 30, 2011 | 7 | |
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Notes to the Unaudited Financial Statements | 8 |
4
RANGEFORD RESOURCES, INC. | ||||||
(A Development Stage Company) | ||||||
Balance Sheets | ||||||
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| September 30, 2011 |
| March 31, 2011 | ||
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ASSETS |
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Current assets |
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| Cash | $ | 290 |
| $ | 1,880 |
Total current assets |
| 290 |
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| 1,880 | |
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Total assets | $ | 290 |
| $ | 1,880 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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| Accounts payable | $ | 685 |
| $ | 700 |
| Related party payables |
| 18,395 |
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| 15,495 |
Total current liabilities |
| 19,080 |
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| 16,195 | |
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Stockholders' Deficit |
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| Common stock, $.001 par value; 75,000,000 shares authorized; 10,181,700 shares issued and outstanding at September 30 and March 31, 2011 | 10,182 |
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| 10,182 | |
| Additional paid in capital |
| 28,831 |
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| 28,831 |
| Deficit accumulated during the development stage |
| (57,803) |
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| (53,328) |
Total stockholders' deficit |
| (18,790) |
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| (14,315) | |
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Total liabilities and stockholders' deficit | $ | 290 |
| $ | 1,880 | |
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See accompanying notes to financial statements. |
5
RANGEFORD RESOURCES, INC. | |||||||||||||||
(A Development Stage Company) | |||||||||||||||
Statements of Operations | |||||||||||||||
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| For the period from December 4, 2007 (inception) to September 30, 2011 | |
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| Three months ended September 30, |
| Six months ended September 30, |
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| 2011 |
| 2010 |
| 2011 |
| 2010 |
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Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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Operating expenses |
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| General and administrative |
| 1,545 |
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| 2,649 |
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| 4,475 |
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| 9,410 |
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| 57,803 |
Total operating expenses |
| 1,545 |
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| 2,649 |
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| 4,475 |
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| 9,410 |
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| 57,803 | |
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Loss from operations |
| (1,545) |
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| (2,649) |
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| (4,475) |
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| (9,410) |
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| (57,803) | |
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Interest and other income (expense) |
| - |
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| - |
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| - |
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| - |
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| - | |
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Loss before income taxes |
| (1,545) |
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| (2,649) |
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| (4,475) |
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| (9,410) |
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| (57,803) | |
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Provision for income tax |
| - |
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| - |
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| - |
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| - |
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| - | |
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Net loss | $ | (1,545) |
| $ | (2,649) |
| $ | (4,475) |
| $ | (9,410) |
| $ | (57,803) | |
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Basic and diluted loss per common share | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
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Weighted average shares outstanding |
| 10,181,700 |
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| 10,175,613 |
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| 10,181,700 |
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| 10,140,020 |
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See accompanying notes to financial statements. |
6
RANGEFORD RESOURCES, INC. | ||||||||||
(A Development Stage Enterprise) | ||||||||||
Statements of Cash Flows | ||||||||||
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| For the period from December 4, 2007 (inception) to September 30, 2011 | |
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| Six months ended September 30, |
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| 2011 |
| 2010 |
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Cash flows from operating activities |
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| Net loss | $ | (4,475) |
| $ | (9,410) |
| $ | (57,803) | |
| Adjustments to reconcile net loss to net cash used in operating activities |
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| Common stock issued for services |
| - |
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| - |
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| 13,200 |
| Changes in operating liabilities: |
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| Accounts payable |
| (15) |
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| (200) |
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| 685 |
Net cash used in operating activities |
| (4,490) |
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| (9,610) |
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| (43,918) | ||
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Net cash from investing activities |
| - |
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| - |
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| - | ||
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Cash flows from financing activities |
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| Proceeds from related party payable |
| 4,400 |
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| 1,000 |
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| 19,895 |
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| Repayments of related party payables |
| (1,500) |
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| - |
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| (1,500) |
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| Proceeds from issuance of stock |
| - |
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| 10,313 |
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| 25,813 |
Net cash provided by financing activities | 2,900 |
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| 11,313 |
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| 44,208 | |||
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| Net (decrease) increase in cash |
| (1,590) |
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| 1,703 |
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| 290 |
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| Cash at beginning of period |
| 1,880 |
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| 4,703 |
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| - |
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| Cash at end of period | $ | 290 |
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| 6,406 |
| $ | 290 |
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Supplemental disclosure of non-cash investing and financing activities: |
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| Issuance of 7,630,058 shares of common stock for professional and consulting services | $ | - |
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| - |
| $ | 13,200 | |
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Supplemental Cash Flow Information: |
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| Cash paid for interest | $ | - |
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| - |
| $ | - | |
| Cash paid for income taxes | $ | - |
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| - |
| $ | - | |
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See accompanying notes to financial statements. |
7
Rangeford Resources, Inc.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Six Months Ended September 30, 2011 and 2010 and the
Period of December 4, 2007 (Inception) to September 30, 2011
NOTE 1 CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows September 30, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys March 31, 2011 audited financial statements. The results of operations for the periods ended September 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.
NOTE 2 GOING CONCERN
The Companys 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 and allow it 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. Managements 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 SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.
General
Rangeford Resources, Inc. (the Company) is a development stage company that was incorporated on December 4, 2007, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, 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.
Plan of Operation
As of September 30, 2011, we have $290 of cash available. We have $19,080 current liabilities. From the date of inception (December 4, 2007) to September 30, 2011 the Company has recorded a net loss of $57,803 which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the SEC. In order to survive as a going concern over 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.
The Company filed a registration statement on Form S-1 on July 26, 2008, which was deemed effective on August 15, 2008. Since August 15, 2008, the Company has sold 181,700 shares of common stock to the public with total proceeds raised of $22,625. These proceeds 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. In addition, the Company received permission quote its common stock on the Over the Counter Bulletin Board (OTCBB) (Symbol RGFR).
Management believes having its common stock quoted on the OTCBB will provide it increased opportunity to raise additional capital for its proposed business development. However, there can be no guarantee or assurance the Company will be successful in filing a Form 211 application and obtaining a quotation. To date there is no public market for the Companys common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Companys common stock would result in business failure and a complete loss of any investment made into the Company.
Drilling and Development
The Company does not anticipate any costs or expenses to be incurred for drilling research and development within the next twelve months.
Employees
There are no employees of the Company, excluding the current President and Director, Mr. Ziegler and the Company does not anticipate hiring any additional employees within the next twelve months.
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.
9
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
(a) Evaluation of Disclosure Controls and Procedures
Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (SOX) Section 404 A which accomplishes the following:
Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Companys Chief Executive Officer, being Frederick Ziegler, and Chief Financial Officer, being Frederick Ziegler. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.
These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."
Internal controls are mechanisms that are there to help the Company manage risks to success.
Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).
In other words, control activities are the policies and procedures that help ensure the Companys management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Companys objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.
As of March 31, 2010, the management of the Company assessed the effectiveness of the Companys internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments. Management concluded, during the period ended June 30, 2011, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Companys internal control that adversely affected the Companys internal controls which management considers to be material weaknesses.
10
In the light of managements review of internal control procedures as they relate to COSO and the SEC the following were identified:
● The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.
● The Company has limited segregation of duties which is not consistent with good internal control procedures.
● The Company does have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of an independent committee to monitor audit activity results in a weakness that written internal control procedurals manual does not fully address with only two officers and no physical operations does not meet the requirements of the SEC or good internal control procedures.
● There are no effective controls instituted over financial disclosure and the reporting processes.
Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an expert for the Committee to advise other members as to correct accounting and reporting procedures.
The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds and operations to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.
Management will continue to monitor and evaluate the effectiveness of the Companys internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
(b) Changes in Internal Controls
There were no changes in the Companys internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the second quarter ended September 30, 2011, the Company issued 100,000 shares of common stock (par value $0.001) for services rendered to the Company in the amount of $8,000. This transaction was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(2) of such same said act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits furnished as Exhibits hereto: |
Exhibit No. |
| Description |
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31.1 |
| Certification of Frederick Ziegler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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.
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| Rangeford Resources, Inc. | |
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Date: February 14, 2012 | By: | /s/ Frederick Ziegler |
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| Frederick Ziegler |
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| Chief Financial Officer, Treasurer and Secretary |
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| (principal financial and accounting officer) |
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Date: February 14, 2012 | By: | /s/ Frederick Ziegler |
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| Frederick Ziegler |
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| President and Chief Executive Officer |
12
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Rangeford Resources, Inc. (the "Company") for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:
1. I have reviewed this quarterly report on Form 10-Q of Rangeford Resources, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company's internal control over
financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
Date: February 14, 2012
By: /s/ Frederick Ziegler
Frederick Ziegler,
President, Chief Executive Officer,
Principal Financial and Accounting Officer
Director, Secretary and Treasurer
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Frederick Ziegler, Chief Executive Officer and Chief Financial Officer of Rangeford Resources, Inc. (the "Company") certify that:
1. I have reviewed the quarterly report on Form 10-Q of Rangeford Resources, Inc. for second quarter then ended September 30, 2011;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this quarterly report.
Date: February 14, 2012
/s/ Frederick Ziegler
Frederick Ziegler,
Chief Executive Officer
Chief Financial Officer