Rangeford Resources, Inc. - FORM 10-K

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - Rangeford Resources, Inc.	f10k033112_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - Rangeford Resources, Inc.	f10k033112_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATIONS - Rangeford Resources, Inc.	f10k033112_ex31z2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended March 31, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

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		I.R.S. Employer Identification No.

	8541 North Country Road 11 Wellington, CO 80549
	(Address of principal executive offices) (Zip Code)

	Registrant’s telephone number, including area code:
	(970) 218-7080

	Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered		Name of each exchange on which registered
Not Applicable		Not Applicable

	Securities registered pursuant to Section 12(g) of the Act:
	Common Stock (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

X .

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 .

On July 16, 2012, 181,700 shares of common stock were held by non-affiliates and had a value of $0 based on the average closing bid and ask. At the time of this filing, the Company’s common stock, while listed for trading, has not traded at the time of this filing.

There were 10,081,700 shares issued and outstanding of the registrant's Common Stock as of July 16, 2012.

TABLE OF CONTENTS


PART I

ITEM 1	Business	2
ITEM 1 A.	Risk Factors	7
ITEM 1 B.	Unresolved Staff Comments	7
ITEM 2	Properties	7
ITEM 3	Legal Proceedings	7
ITEM 4	Mine and Safety Disclosure	7

PART II

ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
ITEM 6	Selected Financial Data	8
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 7 A.	Quantitative and Qualitative Disclosures About Market Risk	11
ITEM 8	Financial Statements and Supplementary Data	11
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
ITEM 9 A.	Controls and Procedures	15
ITEM 9 A(T).	Controls and Procedures	15
ITEM 9B	Other Information	15

PART III

ITEM 10	Directors, Executive Officers, and Corporate Governance	16
ITEM 11	Executive Compensation	17
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	19
ITEM 14	Principal Accounting Fees and Services
		20
PART IV

ITEM 15	Exhibits, Financial Statement Schedules	20
SIGNATURES		21

Note about Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2009. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.

Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. We assume no obligation to update any forward-looking statements.

References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Rangeford "we," "our," and "us" refer to Rangeford Resources, Inc. Investors and security holders may obtain a free copy of the annual report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the annual report on Form 10-K and other documents filed by Rangeford with the sec may also be obtained from Rangeford Resources, Inc. By directing a request to Rangeford, Attention: Frederick Zeigler, President and Chief Executive Officer, 8541 North Country Road 11, Wellington, Colorado 80549 telephone number (970) 218-7080.

PART I

ITEM 1. BUSINESS

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 31^st.

The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.

Change of Control – Share Purchase Agreement

On July 5, 2012, the Company, Orphan Holdings of Texas, Inc. (“Orphan Holdings”), its majority shareholder, and RF Colorado Ventures, LLC (“RF Colorado”) executed a Share Purchase Agreement (the "Agreement") that provides for the RF Colorado to purchase 9,900,000 shares of the Company’s common stock held by Orphan Holdings for a total purchase price of $300,000, to be paid by RF Colorado. The closing of the purchase is conditioned upon the delivery of funds on or about July 31, 2012.

Upon Closing of the purchase, RF Colorado will become the majority and controlling shareholder of the Company.

In addition, the Agreement, at closing, provides for the resignation of the Company’s sole officer & director, Mr. Frederick Zeigler. With nominees of RF Colorado to be appointed to the Company’s Board of Directors and as the Company’s management.

Plan of Operation

As of March 31, 2012, we have $200 of cash available. We have $24,565 current liabilities. From the date of inception (December 4, 2007) to March 31, 2012, the Company has recorded a net loss of $64,578 of 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.

Since August 15, 2008, the Company has sold 181,700 shares of common stock to the public with total proceeds raised of $22,713 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. The Company plans to continue to focus efforts on selling their common shares through this offering in order to continue to fund its initial development and fund the expenses associated with maintaining a reporting company status.

Drilling and Development

The Company does not anticipate any costs or expenses to be incurred for drilling research and development within the next six 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.

General

We are an exploration stage company organized under the laws of the State of Nevada on Dec. 4, 2007 for the purpose of purchasing, developing and operating oil and gas leases. We are currently not earning any revenues and we are not conducting any business operations at the time. We have not acquired any leases or property at this time.

We have no revenues, no operations, and have been issued a going concern opinion and require additional capital to fund our operations.

We have a specific business plan and do not intend to engage in any merger, acquisition or business reorganization with any previously identified entity. We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans.

Operations

We have currently not acquired any leases or properties. Upon funding we intend to enter into leases or acquire property. We intend to engage third parties such as a drilling contractor, a geologist and an engineer to direct the drilling of wells on the lease. As of the date hereof, such third parties have not been engaged and there is no assurance that we will ever enter into contracts with any such third parties.

We will make a determination of leases we are interested in the future as funds become available and based upon the analysis of technical and production date, on site verification of any well equipment and production capability, and verification of ownership of lease hold rights. We have not yet targeted properties and do not intend to do so until we complete exploration of our current lease.

Geological and geophysical

We may engage detailed geological interpretation combined with advanced seismic exploration techniques to identify the most promising drilling sites within our leases.

Geological interpretation is based upon data recovered from existing oil and gas wells in an area and other sources. Such information is either purchased from the company that drilled the wells or becomes public knowledge through state agencies after a period of years. Through analysis of rock types, fossils and the electrical and chemical characteristics of rocks from existing wells, we can construct a picture of rock layers in the area. We will have access to the well logs and decline curves from existing operating wells. Well logs allow us to calculate an original oil or gas volume in place while decline curves from production history allow us to calculate remaining proved producing reserves.

We have not purchased, leased or entered into any agreements to purchase or lease any of the equipment necessary to conduct the geological or geophysical testing referred to herein and will only be able to do so upon raising additional capital through loans or the sale of equity securities.

Market For Oil And Gas Production

The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for quality differences from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Quality variances from Benchmark crude results in lower prices being paid for the variant oil. Oil sales are normally contracted with a purchaser or gatherer as it is known in the industry who will pick up the oil at the well site. In some instances there may be deductions for transportation from the well head to the sales point. At this time the majority of crude oil purchasers do not charge transportation fees unless the well is outside their service area. The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The purchaser or oil gatherer as it is called within the oil industry, will usually handle all check disbursements to both the working interest and royalty owners. We will be a working interest owner. By being a working interest owner, we are responsible for the payment of our proportionate share of the operating expenses of the well. Royalty owners and overriding royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs of operating the lease. Therefore, we, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty and overriding royalty interests.

Gas sales are by contract. The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month’s sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Price will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased, however, no assurance can be given at this time that such changes will not occur.

Acquisition of Future Leases

We have not targeted properties to acquire and do not intend to do so until funds are available to target and acquire properties for exploration.

Competition

The oil and gas industry is highly competitive. Our competitors and potential competitors include major oil companies and independent producers of varying sizes which are engaged in the acquisition of producing properties and the exploration and development of prospects. Most of our competitors have greater financial, personnel and other resources than we do and therefore have greater leverage in acquiring prospects, hiring personnel and marketing oil and gas.

Research and Development

We will be conducting research in the form of drilling on the property. Our business plan is focused on a strategy for maximizing the long-term exploration and development of our properties. To date, we have focused primarily on acquiring our interest in a single lease as described herein.

Government Regulation

The production and sale of oil and gas is subject to regulation by state, federal and local authorities. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and promulgate rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates with respect thereto.

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 which amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic and crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be re-imposed in the future but when, if ever, such re-imposition might occur and the effect thereof is unknown.

The sale of certain categories of natural gas in interstate commerce is subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (“NGPA”). Under the NGPA, a comprehensive set of statutory ceiling prices applies to all first sales of natural gas unless the gas specifically exempt from regulation (i.e., unless the gas is deregulated). Administration and enforcement of the NGPA ceiling prices are delegated to the Federal Energy Regulatory Commission (“FERC”). In June 1986 the FERC issued Order No. 451, which in general is designed to provide a higher NGPA ceiling price for certain vintages of old gas. It is possible, though unlikely, that we may in the future acquire significant amounts of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

Our operations are subject to extensive and continually changing regulation because of legislation affecting the oil and natural gas industry is under constant review for amendment and expansion. Many departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the oil and natural gas industry and its individual participants. The failure to comply with such rules and regulations can result in large penalties. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our profitability. However, we do not believe that we are affected in a significantly different way by these regulations than our competitors are affected.

Transportation and Production

Transportation and Sale of Oil and Natural Gas. We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, FERC regulates:

the construction of natural gas pipeline facilities, and

the rates for transportation of these products in interstate commerce.

Our possible future sales of natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition, FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry that remain subject to FERC’s jurisdiction. The most notable of these are natural gas transmission companies.

FERC’s more recent proposals may affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the complex rules and regulations issued by FERC since 1985 cannot be predicted. In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final decisions. We cannot predict what further action FERC will take on these matters. However, we do not believe that any action taken will affect us much differently than it will affect other natural gas producers, gatherers and marketers with which we might compete.

Effective as of January 1, 1995, FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser. We do not believe that these regulations will affect us any differently than other oil producers and marketers with which we compete.

Regulation of Drilling and Production. Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules, orders and regulations. Among other matters, these statutes and regulations govern:

the amounts and types of substances and materials that may be released into the environment,

the discharge and disposition of waste materials,

the reclamation and abandonment of wells and facility sites, and

the remediation of contaminated sites,

and require:

permits for drilling operations,

drilling bonds, and

reports concerning operations.

Environmental Regulations

General. Our operations are affected by the various state, local and federal environmental laws and regulations, including the:

Clean Air Act,

Oil Pollution Act of 1990,

Federal Water Pollution Control Act,

Resource Conservation and Recovery Act (“RCRA”),

Toxic Substances Control Act, and

Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).

These laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:

drilling,

development and production operations,

activities in connection with storage and transportation of oil and other liquid hydrocarbons, and

use of facilities for treating, processing or otherwise handling hydrocarbons and wastes.

Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall cost of business. The increased costs cannot be easily determined. Such areas affected include:

unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water,

capital costs to drill exploration and development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes, and

capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug and abandon inactive well sites and pits.

Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on our operations. However, we do not believe that changes to these regulations will have a significant negative effect on our operations.

A discharge of hydrocarbons or hazardous substances into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining to the cleanup of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties for personal injury and property damage. We do not maintain insurance for protection against certain types of environmental liabilities.

The Clean Air Act requires or will require most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will not have a material adverse effect on our financial condition or results of operations.

RCRA is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure to meet such requirements, on a person who is either:

a “generator” or “transporter” of hazardous waste, or

an “owner” or “operator” of a hazardous waste treatment, storage or disposal facility.

At present, RCRA includes a statutory exemption that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will not be subject to many of RCRA’s requirements because our operations will probably generate minimal quantities of hazardous wastes.

CERCLA, also known as “Superfund,” imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include:

the “owner” or “operator” of the site where hazardous substances have been released, and

companies that disposed or arranged for the disposal of the hazardous substances found at the site.

CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. In the course of our ordinary operations, we could generate waste that may fall within CERCLA’s definition of a “hazardous substance.” As a result, we may be liable under CERCLA or under analogous state laws for all or part of the costs required to clean up sites at which such wastes have been disposed.

Under such law we could be required to:

remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators,

clean up contaminated property, including contaminated groundwater, or

perform remedial plugging operations to prevent future contamination.

We could also be subject to other damage claims by governmental authorities or third parties related to such contamination.

Company’s Office

Our offices are located at 8541 North Country Road 11, Wellington, Colorado and our telephone number is (970) 218-7080.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

REAL ESTATE.

None.

TITLE TO PROPERTIES.

None.

OIL AND GAS PROPERTIES.

None.

PATENTS.

None.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINING AND SAFETY DISCLOSURE.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

As of the date of this annual report, there is no public market in Rangeford common stock. The Company's common stock was accepted for trading by FINRA on the OTCBB and the Over The Counter Markets OTCQB and was assigned the symbol is "RGFR".

Holders

There are approximately 57 holders of record of Rangeford’s common stock as of March 31, 2012.

Dividend Policy

Holders of the Company’s common stock are entitled to receive such dividends as may be declared by Rangeford’s board of directors. The Company has not declared or paid any dividends on Rangeford’s common shares and it does not plan on declaring any dividends in the near future. The Company currently intends to use all available funds to finance the operation and expansion of its business.

Recent Sales of Unregistered Securities

During the years ended March 31, 2012, the Company did not make any sales of its unregistered securities.

During the year ended March 31, 2011, the Company made the following sales of its unregistered shares.

DATE OF SALE

TITLE OF SECURITIES

NO. OF SHARES

CONSIDERATION

CLASS OF PURCHASER

4/1/2010 through

3/31/2011

Common Shares

82,500

$10,313

Business Associates

Exemption From Registration Claimed

All of the above sales by the Company of its unregistered securities were made by the Company in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to the Company and its management, through pre-existing business relationships, as long standing business associates. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

Issuer Purchases of Equity Securities

Rangeford did not repurchase any shares of its common stock during the year ended March 31, 2012.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. 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, 2012, 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

General

Plan of Operation

As of March 31, 2012, we have $200 of cash available. We have $24,565 current liabilities. From the date of inception (December 4, 2007) to March 31, 2012 the Company has recorded a net loss of $64,578 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.

Change of Control – Share Purchase Agreement

Upon Closing of the purchase, RF Colorado will become the majority and controlling shareholder of 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 six 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

We will need substantial additional capital to support our proposed future energy operations. We have no revenues. We have no committed source for any funds as of date here. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our 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. We may, in any particular case, decide to participate or decline participation. If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing. If participation is declined, we may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

RESULTS OF OPERATIONS

For the Year Ended March 31, 2012 Compared to the Year Ended March 31, 2011

During the years ended March 31, 2012 and 2011, the Company did not recognize any revenues from it operating activities. In part, because such activities were focused on identifying opportunities and the listing of the Company’s common stock on the over the counter market for trading.

During the year ended March 31, 2012, the Company recognized a net loss of $11,250 compared to $15,136 for the year ended March 31, 2011. The decrease of $3,886 was a result of the Company’s decrease in operational expenses.

LIQUIDITY

At March 31, 2012, we had total current assets of $200, consisting solely of cash. At March 31, 2012, we had total current liabilities of $24,565, consisting of accounts payable of $3,350, accrued expenses of $160 and related party payables of $21,055. At March 31, 2012, we have a working capital deficit of $24,365.

During the year ended March 31, 2012, we used cash of $8,440 in our operations compared to $15,136 during the year ended March 31, 2011. During the year ended March 31, 2012, we received funds of $6,760 from our financing activities compared to $12,313 during the year ended March 31, 2011.

The Company had received loans from two of its shareholders totaling $22,555 from inception to March 31, 2012 for the purposes of funding startup operations. This includes $7,060 and $2,000 received during the years ended March 31, 2012 and 2011. These loans are non-interest bearing and are due on demand and as such are included in current liabilities.

During the year ended March 31, 2011, the Company rescinded 100,000 common shares previously issued for services.

Short Term.

On a short-term basis, we have not generated any revenue or revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as the Company continues exploration activities.

Capital Resources

The Company has only common stock as its capital resource.

We have 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

We do 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 energy operations. We have 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, we may not be able to carry out our 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, we 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 farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

Critical Accounting Policies

Cash

Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.

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 March 31, 2012 and 2011.

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 basis at March 31, 2012 and 2011. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended March 31, 2012 and 2011.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations do not employ financial instruments or derivatives which are market sensitive. Short term funds are held in non-interest bearing accounts and funds held for longer periods are placed in interest bearing accounts. Large amounts of funds, if available, will be distributed among multiple financial institutions to reduce risk of loss. The Company’s cash holdings do not generate interest income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of Rangeford Resources, Inc. for the years ended March 31, 2012 and 2011, and the period from December 4, 2007 (inception) through March 31, 2012, appear as pages F-1 through F-12.

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Financial Statements

March 31, 2012 and 2011

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Financial Statements

March 31, 2012 and 2011

CONTENTS


			Page(s)
Report of Independent Registered Public Accounting Firm			F-1

Balance Sheets as of March 31, 2012 and 2011			F-2

Statements of Operations for the years ended March 31, 2012 and 2011 and the period of December 4, 2007 (inception) to March 31, 2012			F-3

Statement of Changes in Stockholders' Equity (Deficit) cumulative from December 4, 2007 (inception) to March 31, 2012			F-4

Statements of Cash Flows for the years ended March 31, 2012 and 2011 and the period of December 4, 2007 (inception) to March 31, 2012			F-5

Notes to the Financial Statements			F-6 – F-12

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Rangeford Resources, Inc.

We have audited the accompanying balance sheet of Rangeford Resources, Inc. (the “Company”), as of March 31, 2012 and 2011, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and for the period from inception on December 4, 2007 to March 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of the Company as of March 31, 2012, and the results of its operations and cash flows for the years then ended, and for the period from inception on December 4, 2007 to March 31, 2012 are in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company

__________________________

Sam Kan & Company

July 16, 2012

Alameda, California

F-1


RANGEFORD RESOURCES, INC.
(A Development Stage Company)
Balance Sheets

		March 31,
		2012		2011
ASSETS

Current assets
	Cash	$	200	$	1,880
Total current assets			200		1,880

Total assets		$	200	$	1,880

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Accounts payable	$	3,350	$	700
	Accrued interest payable		160		-
	Related party payables		21,055		15,495
Total current liabilities			24,565		16,195

Stockholders' Deficit
	Common stock, $.001 par value; 75,000,000 shares authorized; 10,087,700 and 10,181,700 shares issued and outstanding, respectively		10,082		10,182
	Additional paid in capital		30,131		28,831
	Deficit accumulated during the development stage		(64,578)		(53,328)
Total stockholders' deficit			(24,365)		(14,315)

Total liabilities and stockholders' deficit		$	200	$	1,880

See accompanying notes to financial statements.

F-2


RANGEFORD RESOURCES, INC.
(A Development Stage Company)
Statements of Operations

						For the period from December 4, 2007 (inception) to March 31, 2012

		Year ended March 31,
		2012		2011

Revenue		$	-	$	-	$	-

Operating expenses
	General and administrative		11,090		15,136		64,418
Total operating expenses			11,090		15,136		64,418

Loss from operations			(11,090)		(15,136)		(64,418)

Other expense
	Interest expense		160		-		160
Total other expense			160		-		160

Loss before income taxes			(11,250)		(15,136)		(64,578)

Provision for income tax			-		-		-

Net loss		$	(11,250)	$	(15,136)	$	(64,578)

Basic and diluted loss per common share		$	(0.00)	$	(0.00)

Weighted average shares outstanding			10,176,782		10,160,803

See accompanying notes to financial statements.

F-4


RANGEFORD RESOURCES, INC.
(A Development Stage Company)
	Statement of Changes in Stockholders' Equity (Deficit)

		Common Stock			Additional Paid-in Capital		Subscription receivable		Accumulated Deficit		Total
		Shares	Amount		Additional Paid-in Capital		Subscription receivable		Accumulated Deficit		Total
Balance, December 4, 2007 (Inception)		-	$	-	$	-	$	-	$	-	$	-
	Common stock issued for cash	57,803		58		42		-				100
	Common stock issued for services	7,630,058		7,630		5,570		-				13,200
	Common stock issued for subscription receivable	2,312,139		2,312		1,688		(4,000)				-
	Net loss for the period of December 4, 2007 (inception) to March 31, 2008	-		-		-		-		-		-
Balance, March 31, 2008		10,000,000		10,000		7,300		(4,000)		-		13,300

	Collection of subscription receivable, April 30, 2008	-		-		-		4,000				4,000
	Common stock issued for cash	14,000		14		736		-				750
	Net loss for the year ended March 31, 2009	-		-		-		-		(31,020)		(31,020)
Balance, March 31, 2009		10,014,000		10,014		8,036		-		(31,020)		(12,970)

	Common stock issued for cash	85,200		85		10,565		-				10,650
	Net loss, year ended March 31, 2010	-		-		-		-		(7,172)		(7,172)
Balance, March 31, 2010		10,099,200		10,099		18,601		-		(38,192)		(9,492)

	Common stock issued for cash	82,500		83		10,230		-		-		10,313
	Net loss, year ended March 31, 2011	-		-		-		-		(15,136)		(15,136)
Balance, March 31, 2011		10,181,700		10,182		28,831		-		(53,328)		(14,315)

	Rescinded common stock	(100,000)		(100)		100		-		-		-
	Contributed capital	-		-		1,200		-		-		1,200
	Net loss, year ended March 31, 2012	-		-		-		-		(11,250)		(11,250)
Balance, March 31, 2012		10,081,700	$	10,082	$	30,131	$	-	$	(64,578)	$	(24,365)

See accompanying notes to financial statements.

F-4


RANGEFORD RESOURCES, INC.
(A Development Stage Enterprise)
Statements of Cash Flows

							For the period from December 4, 2007 (inception) to March 31, 2012


			Year ended March 31,
			2012		2011
Cash flows from operating activities
	Net loss		$	(11,250)	$	(15,136)	$	(64,578)
	Adjustments to reconcile net loss to net cash used in operating activities
		Common stock issued for services		-		-		13,200
	Changes in operating liabilities:
		Accounts payable		2,650		-		3,350
		Accrued interest payable		160		-		160
Net cash used in operating activities				(8,440)		(15,136)		(47,868)

Net cash from investing activities				-		-		-

Cash flows from financing activities
		Proceeds from related party payable		7,060		2,000		22,555
		Repayments of related party payables		(1,500)		-		(1,500)
		Contributed capital		1,200		-		1,200
		Proceeds from issuance of stock		-		10,313		25,813
Net cash provided by financing activities				6,760		12,313		48,068

		Net (decrease) increase in cash		(1,680)		(2,823)		200
		Cash at beginning of period		1,880		4,703		-
		Cash at end of period	$	200	$	1,880	$	200

Supplemental disclosure of non-cash investing and financing activities:
	Rescission of 100,000 shares of common stock		$	-	$	-	$	-
	Issuance of 7,630,058 shares of common stock for professional and consulting services		$	-	$	-	$	13,200

Supplemental Cash Flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-

See accompanying notes to financial statements.

F-5

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012 and 2011

Note 1 - Nature of Business

Rangeford Resources, Inc. (the Company) was incorporated on December 4, 2007 in the State of Nevada. The Company was organized under the laws of the State of Nevada on December 4, 2007 for the purpose of purchasing, developing and operating oil and gas leases. The Company is an oil and gas company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” is considered a Development Stage Company.

Note 2 - 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

F-6

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012 and 2011

Note 2 - Significant Accounting Policies (continued)

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 basis at March 31, 2011 and 2010. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended March 31, 2012 and 2011.

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. 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 there were no common stock equivalents outstanding.

Share Based Expenses

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity

F-7

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012 and 2011

Note 2 - Significant Accounting Policies (continued)

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.

Going concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

Recent Accounting Pronouncements

There were accounting standards and interpretations issued during the year ended March 31, 2012, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows.

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 $.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.

F-8

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012 and 2011

Note 3 - Stockholders’ Equity (continued)

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.

Note 4 - 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 financial statements for the years ended March 31, 2011 and 2010, applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

Changes in the net deferred tax assets consist of the following:


	2012		2011
Net operating loss carry forward	$	11,090	$	15,136
Valuation allowance		(11,090)		(15,136)
Net deferred tax asset	$	-	$

F-9

RANGEFORD RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012 and 2011

Note 4 - Income Taxes (continued)

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:


	2012		2011
Net operating loss carry forward	$	3,882	$	5,298
Valuation allowance		(3,882)		(5,298)
Net deferred tax asset	$	-	$

The Company did not pay any income taxes during the years ended March 31, 2012 or 2011.

The net federal operating loss carry forward will expire in 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Note 5 – Notes Payable

The Company received loans from a shareholder totaling $7,060 and $2,000 during the years ended March 31, 2012 and 2011 to fund operations. The loans are non-interest bearing and is due on demand. As such they are included in current liabilities as of March 31, 2012 and 2011. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole.

Note 6 - Related Party Transactions

The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

The Company had received loans from two of its shareholders totaling $22,555 from inception to March 31, 2012 for the purposes of funding start up operations. This includes $7,060 and $2,000 received during the years ended March 31, 2012 and 2011. These loans are non-interest bearing and are due on demand and as such are included in current liabilities. Imputed interest has been considered by was determined to be immaterial to the financial statements as a whole.

Note 7 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date of this filing, and determined there are no events to disclose.

F-10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of March 31, 2012, the Company’s internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the year ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information as to persons who currently serve as Rangeford Resources, Inc. directors or executive officers, including their ages as of March 31, 2012.


Name	Age	Position	Term

Frederick Ziegler	69	President, Secretary, Treasurer and Director	Annual

The directors named above will serve until the next annual meeting of the Company’s shareholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between the directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

Biographical Information

Frederick Ziegler, President, Secretary, Treasurer and Director, age 69

For the past ten years, Mr. Ziegler has owned and managed three real estate development companies. During this period, he developed 1100 residential building lots and forty five acres of commercial development including a 93-room Comfort Inn, a 32900 grocery store and a K-6 elementary school.

In 1980, he became the President of Colorado Eastern Oil Corporation which later merged with Spring Creek Resources, Inc., a publicly traded company.

In addition, Mr. Ziegler has farmed over 2000 acres of wheat, corn and sugar beets, as well as being employed as a county sheriff and town marshal.

Committees of the Board of Directors

The Company is managed under the direction of its board of directors.

Executive Committee

The Company does not have an executive committee, at this time.

Audit Committee

The Company does not have an audit committee at this time.

Conflicts of Interest – General.

The Company’s directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While each officer and director of the Company’s business is engaged in business activities outside of its business, the amount of time they devote to our business will be up to approximately 25 hours per week.

Conflicts of Interest – Corporate Opportunities

Presently no requirement contained in the Company’s Articles of Incorporation, Bylaws, or minutes which requires officers and directors of the Company’s business to disclose to Rangeford business opportunities which come to their attention. The Company’s officers and directors do, however, have a fiduciary duty of loyalty to Rangeford to disclose to it any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. The Company has no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to officers and board members during the fiscal years ended March 31, 2012, 2011 and 2010. The table sets forth this information for the Company including salary, bonus, and certain other compensation to the Board members and named executive officers for the past three fiscal years.

SUMMARY EXECUTIVES COMPENSATION TABLE


Name & Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)

Frederick Ziegler, President, Sec., Treasuer	2012	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0	0

Mr. Ziegler does not have an employment agreement with the Company.

DIRECTOR COMPENSATION

All of the Company’s officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

The Company does not pay any Directors fees for meeting attendance.

The following table sets forth certain information concerning compensation paid to the Company’s directors during the year ended March 31, 2012:


Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)

Frederick Ziegler	0	0	0	0	0	0	0

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Rangeford’s officers and directors are indemnified as provided by the Nevada Revised Statutes and the bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. The Company’s Articles of Incorporation do not specifically limit the directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with Rangeford or its shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

The Company’s bylaws provide that it will indemnify the directors to the fullest extent not prohibited by Nevada law; provided, however, that it may modify the extent of such indemnification by individual contracts with the directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by the board of directors, (c) is provided by the Company, in sole discretion, pursuant to the powers vested under Nevada law or (d) is required to be made pursuant to the bylaws.

The Company’s bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of Rangeford as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.

The Company’s bylaws provide that no advance shall be made by Rangeford to an officer except by reason of the fact that such officer is or was the Company’s director in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of Rangeford.

EQUITY COMPENSATION PLAN INFORMATION

Rangerford does not have an equity compensation plan at this time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of Rangeford’s outstanding common stock by:

each person who is known by Rangeford to be the beneficial owner of five percent (5%) or more of Rangeford common stock;

Rangeford’s sole officer and director as identified in the “Management — Executive Compensation” section; and

all of the Company’s directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of the Company’s common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of Rangeford‘s common stock that we believe was beneficially owned by each person or entity as of March 31, 2012.


Title of Class	Name and Address of Beneficial Owner *	Amount and Nature of Beneficial Owner*	Percent of Class (1)
Common shares	Frederick Ziegler, President, Secretary, Treasurer and Director	-0-	0%

Common shares	Orphan Holdings Of Texas, Inc. (2)	9,900,000	98.19%

Common shares	All Directors and Executive Officers as a Group (1 person)	-0-	0%

*The Address for the above individuals and entities is c/o 7609 Ralston Road, Arvada, Colorado 80002.

(1)

Based upon 10,081,700 shares issued and outstanding on a fully diluted basis.

(2)

On July 5, 2012, Orphan Holdings of Texas, Inc. entered into a Share Purchase Agreement with RF Colorado Ventures, Inc., in which Orphan Holdings of Texas, Inc. has agreed to sell its 9,900,000 shares in exchange for cash. At the time of the filing of this Annual Report, the purchase has not closed, but is anticipated to close on or before July 31, 2012.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below, the Company has not entered into any transaction nor is there any proposed transactions in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

Shareholder Loans

The Company had received loans from two of its shareholders totaling $22,555 from inception to March 31, 2012 for the purposes of funding start up operations. This includes $7,060 and $2,000 received during the years ended March 31, 2012 and 2011. These loans are non-interest bearing and are due on demand and as such are included in current liabilities.

Change of Control – Share Purchase Agreement

Upon Closing of the purchase, RF Colorado will become the majority and controlling shareholder of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:



2012	$	5,000	Sam Kan & Co.
2011	$	5,000	Sam Kan & Co.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:



2012	$	0	Sam Kan & Co.
2011	$	0	Sam Kan & Co.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



2012	$	0	Sam Kan & Co.
2011	$	0	Sam Kan & Co.

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



2012	$	0	Sam Kan & Co.
2011	$	0	Sam Kan & Co.

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following is a complete list of exhibits filed as part of this Form 10K. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.


Number	Description

31.1	Certification of Chief Financial Officer & Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	Filed Herewith
32.2	Certification of Chief Financial Officer & Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith
101.INS	XBRL Instance Document	(1)
101.SCH	XBRL Taxonomy Extension Schema Document	(1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	(1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	(1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	(1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	(1)

(1)

To be filed by amendment.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: July 16, 2012
By:	/s/ Frederick Ziegler
	Frederick Zeigler, President, Treasurer and Sole Director
	(Principal Executive Officer & Principal
	Accounting Officer)

Rangeford Resources, Inc. - FORM 10-K - July 16, 2012

Attached files

Rangeford Resources, Inc. Reports