8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May [ ], 2014

(November 15, 2012)

(Amendment No. 3)

RANGEFORD RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54306	777-116182
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

556 Silicon Drive, Suite 103 Southlake, TX	76092
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 648-8062

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) 

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Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, on November 15, 2012, the Company entered into a Purchase and Sale Agreement with Great Northern Energy, Inc. (“GNE”), which was later modified through an addendum dated January 25, 2013 (collectively, the “Agreement”), to acquire a substantial non-operating working interest in oil assets in East Texas in consideration for a purchase price that includes (a) a cash payment of $3,900,000 in the form of (i) a deposit of $100,000; (ii) a promissory note in the amount of $1,100,000; and (iii) a promissory note in the amount of $2,700,000 and (b) 7,400,000 shares of its restricted common stock. Pursuant to the Agreement, the Company transferred a total of $700,000 and issued 7,400,000 shares of common stock to GNE (the "GNE Shares") towards the purchase of the oil and gas properties, but the agreement was never consummated.  

As further previously disclosed, GNE attempted to unilaterally terminate the Agreement and in connection therewith, on June 1, 2013, they returned the stock certificate for the GNE Shares, which is to be returned to us upon termination of the Agreement.  However, GNE did not submit an executed stock power which is required to cancel the GNE Shares and transfer them back to us.  As of the date of this Report, GNE had not yet returned the $700,000, which also must be returned upon termination of the Agreement.  As we stated in the Current Report on Form 8-K that we filed on January 21, 2014, we do not believe that GNE has the right to unilaterally terminate the Agreement.  

Given the amount of time that has passed since we first entered into negotiations with GNE and the lack of any tangible results as contemplated in the Agreement, in addition 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.  Accordingly, on May 20, 2014, we sent a letter to GNE informing them of this determination and seeking to mutually terminate the Agreement.  In that letter, we requested that GNE comply with the termination provisions of the Agreement and provide the stock power necessary to cancel the shares and return the $700,000 advanced to them under the terms of the Agreement.  Accordingly, once GNE returns the $700,000 and submits the outstanding stock power, we shall immediately consent to and permit the mutual termination of the Agreement.  

Item 9.01  Exhibits

Exhibit No.	Description
10.1	Letter dated May 19, 2013

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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 hereunto duly authorized.

Dated: May 22, 2014	Rangeford Resources, Inc.
	By:	/s/ Colin Richardson
		Colin Richardson

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EX-10.1

May 16, 2014

Via email to joe@gneoil.com

With Confirmation via Fedex

Joe Loftis

Great Northern Energy, Inc.

5215 N. O’Connor Boulevard

Suite 1820

Irving, TX 75039

Re:

Rangeford Resources, Inc. (“RGFR”) and Great Northern Energy (“GNE”)

Dear Sirs:

As you are aware, on June 1, 2013, you provided a letter to Island Stock Transfer purporting to return a stock certificate representing 7,400,000 shares of RGFR provided to GNE (the "Shares") pursuant to that certain Purchase and Sale Agreement dated November 15, 2012, as amended on January 25, 2013 (the “Purchase and Sale Agreement”).  

In connection with the Letter, we note the following:

1.

RGFR has not received any formal notice of termination as is required by Section 11 of the Purchase and Sale Agreement.  Assuming that it is GNE’s intention to terminate the Purchase and Sale Agreement, such notice should state the grounds for termination upon which GNE is relying and should be provided by an officer or director of GNE with appropriate authority.  

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2.

Unilateral termination of the Purchase and Sale Agreement is not permitted by either party if such party “has breached or failed to perform any of its representations, warranties, covenants or obligations” under the terms of the Purchase and Sale Agreement.  See Section 11.1(ii).  

3.

GNE has failed to uphold its obligations pursuant to Section 9.2(e)(vi) of the Purchase and Sale Agreement, i.e. to provide documentation sufficient for RGFR to complete an audit of the prior operations and assets, which are necessary to comply with applicable SEC regulations.  This failure, along with GNE’s failure to secure financing to uphold its capital expenditure obligations, has not only materially impeded RGFR’s ability to complete its obligations under the Purchase and Sale Agreement, but also prohibits GNE from being able to unilaterally terminate the Purchase and Sale Agreement.  

Notwithstanding the foregoing, on repeated occasions during the last six months RGFR entered into further negotiations with GNE in order to try and resolve the outstanding issues outlined above.  Despite our best efforts, GNE has been unable to cure the outstanding issues and we have been unable to reach a mutual resolution of such issues.   During our last meeting with GNE’s representative, Joe Loftus, Mr. Loftus assured  me and our Director, Michael Farmer, that GNE wanted to reach a revised agreement with RGFR but understood that the terms would need to change and the Shares would need to be returned.  Mr. Loftus assured Mr. Farmer and myself that he would provide the medallion guaranteed stock power necessary to facilitate the cancelation of the Shares by RGRF’s transfer agent as soon as he was able to locate it.  Unfortunately, following this meeting, Mr. Loftus not only did not provide the stock power but also disavowed his prior assurances of mutual cooperation.

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As a result of the foregoing, we now feel that it is best that RGFR and GNE consent to a mutual termination of the Purchase and Sale Agreement.  RGFR is willing to consent to such termination, contingent upon GNE’s compliance with Section 11 (Termination) of the Purchase and Sale Agreement.  Please be advised that pursuant to Section 11, GNE is required to immediately repay any cash payments made by RGFR to GNE to date, which amount is currently estimated at $700,000.  Additionally, in order to cancel the Shares, RGFR's transfer agent requires a medallion guaranteed stock power, executed by a duly authorized representative of GNE.  In the spirit of your June 1st letter and Mr. Loftus’ assurances, such stock power is a "form...required to effect [the] transfer back to [RGFR].”  Once we receive the aforementioned cash payments and the duly executed stock power, we will consent formally to the mutual termination of the Purchase and Sale Agreement.  Please let this letter serve as our formal demand for such items pursuant to Section 11.  

Nothing herein shall be deemed as a waiver of any rights that RGFR may have under the Purchase and Sale Agreement or otherwise.

Sincerely,

Colin Richardson

President

Rangeford Resources, Inc.

cc: Michael Farmer – Director

      Louis Taubman – Attorney at Law

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