UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the annual period ended March 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission File Number: 0-52856
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.) |
556 Silicon Drive, Suite 103, Southlake, TX 76092
(Address of principal executive offices)
817-648-8062
(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). [ ] 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:
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
10,081,700 shares of Common Stock, par value $0.001, were outstanding on July 16, 2012.
1
Explanatory Note
Rangeford Resources Inc. (the Company) is filing this Amendment No. 1 (the Amendment) to the Companys annual report on Form 10-K for the period ended March 31, 2012 (the Form 10-K), filed with the Securities and Exchange Commission on July 16, 2012 (the Original Filing Date), solely to file Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Companys Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Schema |
| 101.CAL | XBRL Taxonomy Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Definition Linkbase |
| 101.LAB | XBRL Taxonomy Label Linkbase |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
2
Item 6. Exhibits
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Exhibit Number |
| Description | |
31.1+ |
| Certification of Chief Executive Officer required by Rule 13a-14/15d-14(a) under the Exchange Act | |
31.2+ |
| Certification of Chief Financial Officer required by Rule 13a-14/15d-14(a) under the Exchange Act | |
32.1+ |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
|
| |
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 |
|
+ Filed herewith.
3
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. | |
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|
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Dated: September 30, 2014 | By: | /s/ Colin Richardson |
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| Colin Richardson |
|
| Chief Executive Officer, President, Principal Executive Officer and Principal Financial and Accounting Officer |
4
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Colin Richardson, certify that:
1. I have reviewed this amendment to annual report on Form 10-K of Rangeford Resources Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: September 30, 2014
By: /s/ Colin Richardson
Colin Richardson
President/Chief Executive Officer
5
EXHIBIT 31.2
CERTIFICATION
I, Colin Richardson, certify that:
1. I have reviewed this amendment to annual report on Form 10-K of Rangeford Resources Inc..;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: September 30, 2014
By: /s/ Colin Richardson
Colin Richardson
Chief Financial Officer
6
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment to the Annual Report of Rangeford Resources Inc. (the "Company") on Form 10-K for the year ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Colin Richardson, President/Chief Executive Officer, Principal Executive Officer and Principal Financial and Accounting Officer of Rangeford Resources, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Colin Richardson
Colin Richardson
President/Chief Executive Officer, Principal Executive Officer, and Principal Financial and Accounting Officer
Date: September 30, 2014
7
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Note 4 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)
|
Mar. 31, 2012
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Mar. 31, 2011
|
---|---|---|
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 11,090 | $ 15,136 |
Valuation Allowance, Amount | $ (11,090) | $ (15,136) |
Note 3 - Stockholders' Equity
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12 Months Ended |
---|---|
Mar. 31, 2012
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Notes | |
Note 3 - Stockholders' Equity | Note 3 - Stockholders Equity
Common stock
The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001.
On December 4, 2007, the Company authorized the issuance of 10,000,000 shares of its $0.001 par value common stock at $0.00173 per share in consideration of $100 in cash, $4,000 in a subscription receivable and $13,200 of professional and legal services for a total consideration of $17,300.
During the year ended March 31, 2009, the Company issued 14,000 shares of its common stock pursuant to its S-1 registration statement which was declared effective on August 15, 2008 for a total cash consideration of $750. The Company also issued 82,500 and 85,200 shares during the years ended March 31, 2011 and 2010 for a total cash consideration of $10,313 and $10,650, respectively.
During the year ended March 31, 2011, the Company rescinded 100,000 common shares previously issued for services.
There were 10,081,700 and 10,099,200 common shares issued and outstanding as of March 31, 2012 and 2011.
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. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the years ended March 31, 2011 and 2010. |