UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RANGEFORD
RESOURCES
,
INC.
(Name
of small business issuer in its charter)
Nevada
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1311
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77
-0707050
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(State
or jurisdiction of incorporation or organization)
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(Primary
Standard Industrial Classification Code Number)
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(I.R.S.
Employer Identification Number)
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Post
Office Box 1365
8541
North Country Road 11
Wellington,
Colorado 80549
(970)
218-7080
(Address
and telephone number of principal executive offices)
Genesis
Corporate Development, LLC
1500
Cliff Branch Drive
Henderson,
Nevada 89014
(702)
301-7333
(Name,
address and telephone number of agent for service)
With
copies to:
Timothy
S. Orr, Esq.
4328
West Hiawatha Drive, Suite 101
Spokane,
Washington 99208
Phone
(509) 462-2926
Approximate Date of
Commencement of Proposed Sale to the Public:
As soon as
practicable after the effective date of this registration
statement.
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If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box:
o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
o
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be Registered
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Amount
to be registered
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Proposed
maximum offering price per unit
(1)
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Proposed
maximum aggregate offering price
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Amount
of registration fee
(1)
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Common
Stock, $.001 par value
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1,000,000
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$0.125
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$125,000
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$4.91
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(1) Estimated
in accordance with Rule 457(c) solely for the purpose of computing the
amount of the registration fee based on a bona fide estimate of the
maximum offering price.
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The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We have filed
a registration statement with the Securities and Exchange Commission relating to
this resale prospectus. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED JUNE 30, 2008
PROSPECTUS
1,000,000
Shares
Rangeford
Resources, Inc.
Par
Value $.001
$0.125
per Share
Common
Stock
Rangeford
Resources, Inc. (“Rangeford” “or the “Company”) is offering on a best-efforts
basis 1,000,000 shares of its common stock at a price of $0.125 per share. The
shares are intended to be sold directly through the efforts of Frederick
Ziegler, the sole officer and director of Rangeford. The intended methods of
communication include, without limitation, telephone and personal contact. For
more information, see the section titled “Plan of Distribution”
herein.
Rangeford
is not using an underwriter. The offering does not require that the Company sell
a minimum number of shares. There is no arrangement to place the proceeds from
this offering in escrow, trust or similar account. The proceeds from the sale of
the shares in this offering will be payable to Rangeford Resources,
Inc.
The
offering shall terminate on the earlier of (i) the date when the Company decides
to do so, or (ii) when the maximum amount of this offering is
sold. Rangeford may, at its discretion, extend the offer up to
an additional two (2) years from the date this offer is declared
effective.
Our
common stock is presently not traded on any market or securities exchange and we
have not applied for listing or quotation on any public market.
Investing in our common stock involves
very high risks. See “
Risk
Factors
” on page 8
of this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
You
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide you with information that is different from that
contained in this prospectus. The company is offering to sell and seeking offers
to buy shares of our common stock only in jurisdictions where offers and sales
are permitted. This document may only be used where it is legal to sell the
shares of common stock. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our common stock.
[The
remainder of this page left blank intentionally.]
AVAILABLE
INFORMATION
Upon
completion of this offering we will be subject to the informational requirements
of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in accordance
therewith, file reports, proxy statements and other information with the
Securities and Exchange Commission (the “SEC”). Such reports, proxy statements
and other information filed with the SEC can be inspected and copied at the
public reference facilities maintained by the SEC at 100 F Street, N.E., Room
1580, Washington, D.C., 20549. Electronic filings filed on or after July 1,
1992 are available via the Electronic Data Gathering Analysis and Retrieval
System (EDGAR) at the public reference facility. The SEC also maintains a web
site that contains reports, proxy and information statements and other materials
that are filed through EDGAR which can be accessed at
http://www.sec.gov.
This
prospectus constitutes a part of a registration statement on Form S-1 (together
with all amendments and exhibits thereto, the “Registration Statement”) filed by
the Company with the SEC under the Securities Act of 1933, as amended (the
“Securities Act”). As permitted by the rules and regulations of the SEC, this
prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement and related exhibits for
further information with respect to the Company and the securities offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the SEC are not necessarily complete, and in each instance reference is
made to the copy of such document so filed. Each such statement is qualified in
its entirety by such reference.
We hereby
undertake to provide without charge to each person, including a beneficial
owner, to whom a prospectus is delivered, upon written or oral request of each
person, a copy of any document included herein. Requests should be directed
to:
Rangeford
Resources, Inc.
Post
Office Box 1365
8541
North Country Road 11
Wellington,
Colorado 80549
Telephone:
(970) 218-7080
[The
remainder of this page left blank intentionally.]
TABLE
OF CONTENTS
PART
I: INFORMATION REQUIRED IN PROSPECTUS
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PAGE
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PROSPECTUS
SUMMARY
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6
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Our
Business
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6
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The
Offering
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6
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Selected
Financial Data
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7
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RISK
FACTORS
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8
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USE
OF PROCEEDS
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17
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DETERMINATION
OF OFFERING PRICE
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17
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DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
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18
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SELLING
SHAREHOLDERS
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18
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PLAN
OF DISTRIBUTION
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19
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Section
15(g) of the Exchange Act
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20
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TERMS
OF OFFERING
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21
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Procedures
for Subscribing
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21
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Right
to Reject Subscriptions
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21
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Offering
Period and Expiration Date
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21
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LEGAL
PROCEEDINGS
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22
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
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22
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DESCRIPTION
OF SECURITIES TO BE SOLD
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23
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Common
Stock
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23
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Preferred
Stock
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23
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Certain
Anti-Takeover Provisions
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23
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INTERESTS
OF NAMED EXPERTS AND COUNSEL
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23
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DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
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24
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DESCRIPTION
OF BUSINESS
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24
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General
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Operations
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24
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Geological
and Geophysical
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25
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Market
for Oil and Gas Production
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25
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Acquisition
of Future Leases
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25
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Competition
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25
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Research
and Development
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25
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Government
Regulation
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26
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Transportation
and Production
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26
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Environmental
Regulations
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27
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Company’s
Office
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28
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Employees
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28
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
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29
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Overview
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29
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Controls
and Procedures
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30
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Code
of Ethics
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30
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CHANGES
IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
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30
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DESCRIPTION
OF PROPERTY
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30
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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30
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MARKET
FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
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31
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Holders
of Common Stock
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31
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Dividend
Policy
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31
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Securities
Authorized for Issuance Under Compensation Plans
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31
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EXECUTIVE
COMPENSATION
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32
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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32
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TRANSACTIONS
WITH RELATED PERSONS PROMOTERS AND CERTAIN CONTROL PERSONS
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33
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
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33
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WHERE
TO GET MORE INFORMATION
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33
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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F1
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PART
II: INFORMATION NOT REQUIRED IN PROSPECTUS
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35
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OTHER
EXPENSES OF ISSUANCES AND DISTRIBUTION
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35
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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35
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RECENT
SALE OF UNREGISTERED SECURITIES
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36
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UNDERTAKINGS
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38
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SIGNATURES
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39
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PROSPECTUS
SUMMARY
This
summary highlights some information from this prospectus and it does not contain
all the information necessary for your investment decision. The following
summary is qualified in its entirety by reference to the more detailed
information and financial statements appearing elsewhere in and incorporated by
reference into this prospectus. The shares offered hereby are speculative and
involve a high degree of risk. Each prospective investor should carefully review
the entire prospectus, the financial statements and all exhibits and documents
referred to therein. See “Risk Factors.”
This
prospectus covers the sale of up to an aggregate of 1,000,000 shares of our
common stock. There is currently no public market for our
common stock nor any guarantee that any such market will develop.
Our
Business
Rangeford
Resources, Inc. is an exploration stage resource company. Given sufficient
capital, we plan to acquire and explore oil and natural gas properties. See
“Description of Business.”
History
We were
originally incorporated in Nevada on December 4, 2007. Our principal executive
office is located at 8541 North Country Road 11, Wellington, Colorado
80549.
Common Stock
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Up
to 1,000,000 shares of common stock may be offered under this
prospectus.
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Common
Stock Outstanding
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Common
stock outstanding prior to this offering
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10,000,000
shares
(1)
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Use
of Proceeds
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We
will use the proceeds to pay administrative expenses,
the implementation of our business plan, and working capital.
See “Use of Proceeds.”
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Plan
of Distribution
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Frederick
Ziegler, our sole officer and directors will be selling the
shares.
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Risk
Factors
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This
offering involves a high degree of risk. See “Risk Factors,” as well as
other cautionary statements throughout this prospectus, before investing
in shares of our common stock.
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(1)
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Indicates
shares of common stock outstanding at April 30,
2008.
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Selected
Financial Data
The
following table sets forth summary financial data derived from Rangeford’s
financial statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
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As
of
April
30, 2008
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Revenues
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$
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0
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Operating
Expenses
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$
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0
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Earnings
(Loss)
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$
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0
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Total
Assets
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$
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17,300
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Total
Liabilities
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$
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0
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Working
Capital
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$
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17,300
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Shareholder’s
Equity
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$
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17,300
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[The remainder
of this page is left blank intentionally]
RISK
FACTORS
Investment
in our common stock involves a number of risks. In addition to the risks and
investment considerations discussed elsewhere in this prospectus, the following
factors should be carefully considered by anyone purchasing the securities
offered by this prospectus.
Risk
Factors
We
cannot assure any investor that we will successfully address these
risks.
Investing
in our shares involves a high degree of risk. You should carefully consider the
following risks, as well as the other information contained in this prospectus,
before making an investment in our company. The risks discussed below could
materially and adversely affect our business, prospects, financial condition,
result of operations, cash flows and ability to pay dividends and cause the
trading price of our shares to decline. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial may also
materially and adversely affect our business, prospects, financial condition,
results of operations, cash flows and ability to pay dividends. You may lose all
or a part of your investment.
We
have a limited operating history on which to base an evaluation of our business
and prospects.
We have
not acquired any leases and have not entered into any agreements to acquire
property. We have not yet begun exploration. As a result, we have a limited
operating history on which to base an evaluation of our prospects. Our operating
activities since our inception have consisted primarily of locating potential
lease property. Accordingly, we have not earned any revenues to date. We have no
way to evaluate the likelihood that we will be able to operate our business
successfully or that the property on which we hold a lease, or any properties on
which we hold leases in the future, contain any recoverable reserves. We
anticipate that we will incur increased operating costs without realizing any
revenues during the period when we are exploring the property on which we hold
the lease. If we are not able to generate significant revenues from our
operations and any disposition of our properties, we will not be able to earn
profits or continue operations. Additionally, at this early stage of our
operation, we face certain risks and uncertainties frequently encountered by
companies at the start up stage of their business development. We cannot be sure
that we will be successful in addressing these risks and uncertainties and our
failure to do so could have a materially adverse effect on our financial
condition.
Our
auditors have expressed a going concern opinion.
We have
incurred losses as a result of our development stage and pre-exploration
expenses and our lack of revenue. Accordingly, we have received a report from
our independent auditors that includes an explanatory paragraph describing their
substantial doubt about our ability to continue as a going concern. This may
negatively impact our ability to obtain additional funding or funding on terms
attractive to us and may negatively impact the market price of our
stock.
We
will require additional capital.
Our cash
requirements may vary materially from those now planned depending on numerous
factors, including the results of our exploration activities, the acquisition
and possible exploration of property leases and various market conditions. We
believe that the net proceeds from our prior capital raising activities,
together with our projected revenue and cash flow from future operations, if
any, will not be sufficient to fund our working capital and other capital
requirements in the future. We will require additional capital to conduct
exploration and development activities on our property and to make leasehold
payments. There can be no assurance that additional funds will be available on
terms attractive to us or at all. If adequate funds are not available, we may be
required to curtail our planned exploration activities and/or otherwise
materially reduce our operations. Even if such funds are available, there can be
no assurance that our properties will be successfully developed or that
producing wells will be commercially completed.
We
have not generated any revenue from our business and we may need to raise
additional funds in the near future. If we are unable to do so, we might be
forced to discontinue our operations.
Because
we have not generated any revenue from our business and we cannot anticipate
when we will be able to generate revenue from our business, we will need to
raise additional funds for the exploration and continued development of our
prospects or to respond to unanticipated requirements or expenses. Based on
current and expected operations, we anticipate that we will require
approximately $31,250 to fund our operations over the next twelve months. We do
not currently have any arrangements for financing and we can provide no
assurance to investors that we will be able to find such financing if required.
If we are to sell additional shares, such sale will result in dilution to
existing shareholders. Furthermore, there is no assurance that we will not incur
debt in the future, that we will have sufficient funds to repay our future
indebtedness or that we will not default on our future debts, jeopardizing our
business viability. Finally, we may not be able to borrow or raise additional
capital in the future to meet our needs or to otherwise provide the capital
necessary to conduct business and explore our properties, which might result in
the loss of some or all of your investment in our common stock.
We
are dependent on key personnel.
Our
success will be largely dependent upon the efforts of Fred Ziegler. We do not
currently have an employment agreement with Mr. Ziegler. The loss of the
services of this individual could have a material adverse effect on our business
and prospects. There can be no assurance that we will be able to retain the
services of such individuals in the future. In addition, our future success is
dependent on our ability to attract, train, retain and motivate high quality
personnel.
Because
we do not have an audit committee, shareholders will have to rely on the sole
director, who is not independent, to perform these functions.
We do not
have an audit or compensation committee comprised of independent directors.
These functions are performed by the board of directors as a whole. The sole
member of the Board of Directors is not an independent director. Thus, there is
a potential conflict in that the sole board member is also engaged
in management and participates in decisions concerning management
compensation and audit issues that may affect management
performance.
Rangeford’s
success is dependent on current management, who may be unable to devote
sufficient time to the development of Rangeford’s business plan, which could
cause the business to fail.
Rangeford
is heavily dependent on the management experience that our sole Officer and
Director, Frederick Ziegler brings to the company. If something were to happen
to him, it would greatly delay its daily operations until further industry
contacts could be established. Furthermore, there is no assurance that suitable
people could be found to replace Mr. Ziegler. In that instance, Rangeford may be
unable to further its business plan. Additionally, Mr. Ziegler is employed
outside of Rangeford. Mr. Ziegler has been and continues to expect to
be able to commit approximately 10 hours per week of his time, to the
development of Rangeford’s business plan in the next twelve months. If
management is required to spend additional time with his outside employment, he
may not have sufficient time to devote to Rangeford and Rangeford would be
unable to develop its business plan.
We
will become subject to financial and other reporting and corporate governance
requirements that may be difficult for us to satisfy.
In
connection with this offering we will become obligated to file with the SEC
periodic reports that are specified in Section 13 of the Securities Exchange Act
of 1934, and we will be required to ensure that we have the ability to prepare
financial statements that are fully compliant with all SEC reporting
requirements on a timely basis. Upon completion of this offering, we will also
become subject to requirements of certain provisions of the Sarbanes-Oxley Act
of 2002 and the regulations promulgated thereunder, which will impose
significant compliance obligations upon us. Pursuant to such obligations we will
be required to, among other things:
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·prepare
periodic reports, including financial statements, in compliance with
our obligations under U.S. federal securities
laws;
·maintain
effective internal controls over financial reporting and disclosure
controls and procedures; and
·establish
internal compliance policies, such as those relating to insider
trading.
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We may
not be successful in implementing these requirements. If we fail to implement
the requirements with respect to our internal accounting and audit functions,
our ability to report our operating results on a timely and accurate basis could
be impaired.
Risk
of drilling and completing wells.
Drilling
and attempting to complete an oil and/or gas well poses particularly high risk
of loss of investment because your entire investment could be expended in
drilling and completing one or more dry holes or non-commercial wells. We will
have to raise capital to conduct drilling activities. Whether drilling and
completion activities are engaged in or deferred to later, each investor in this
offering will, at some point in time, most likely incur some drilling and
completion risks to the return of their investment in us. The principal risks
which may be encountered in the drilling and completion of oil and gas wells are
summarized as follows:
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•
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We
may expend all our resources in drilling a dry hole, that is a well
drilled and sometimes completed to a target formation and subsequently
determined to have no recoverable oil and/or gas
reserves
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•
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We
may complete a well which appears to be economically productive, but later
determine that such well cannot produce in sufficient quantities to
justify continued operations. This type of well is usually referred to as
a non-commercial well;
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•
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A
well may be completed as a commercial well, but have dramatic declines in
production due to various unforeseen factors such as a well collapse,
flooding or unanticipated production
declines;
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•
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Various
unforeseen factors such as drilling or completion complications or
difficult formations may greatly increase the anticipated cost of drilling
and completing a well, thus rendering it economically
unproductive;
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•
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The
price of oil and gas, as well as the costs of operations, can be very
unstable and a commercial well may be rendered economically unproductive
by relatively small changes in the market price of oil or gas or increases
in operating costs; and
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•
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Charges
for drilling and completion services and equipment are also very volatile
and potential increases in anticipated costs over a short period can
render a proposed acquisition or drilling project
non-commercial.
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Substantial
or extended decline in oil and natural gas prices may adversely affect our
business, financial condition or results of operations and our ability to meet
our capital expenditure obligations and financial commitments.
The price
we receive for our oil and natural gas production will heavily influence our
revenue, profitability, access to capital and future rate of growth. Oil and
natural gas are commodities and, therefore, their prices are subject to wide
fluctuations in response to relatively minor changes in supply and demand.
Historically, the markets for oil and natural gas have been volatile. These
markets will likely continue to be volatile in the future. The prices we receive
for our production, and the levels of our production, will depend on numerous
factors beyond our control. These factors include, but are not limited to, the
following:
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•
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changes
in global supply and demand for oil and natural
gas;
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•
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the
actions of the Organization of Petroleum Exporting Countries
(OPEC);
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•
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the
price and quantity of imports of foreign oil and natural
gas;
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•
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political
conditions, including embargoes, in or affecting other oil-producing
activity;
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•
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the
level of global oil and natural gas exploration and production
activity;
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•
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technological
advances affecting energy consumption;
and
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•
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the
price and availability of alternative
fuels.
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Lower oil
and natural gas prices may not only decrease our revenues on a per unit basis,
but also may reduce the amount of oil and natural gas that we can produce
economically. Lower prices will also negatively impact the value of our proved
reserves. A substantial or extended decline in oil or natural gas prices may
materially and adversely affect our future business, financial condition,
results of operations, liquidity or ability to finance planned capital
expenditures.
Drilling
for and producing oil and natural gas are high risk activities with many
uncertainties that could adversely affect our business, financial condition or
results of operations.
Our
future success will depend on the success of our exploitation, exploration,
development and production activities. Our oil and natural gas exploration and
production activities are subject to numerous risks beyond our control,
including the risk that drilling will not result in any commercially viable oil
or natural gas production. Our decisions to purchase, explore, develop or
otherwise exploit prospects or properties will depend in part on the evaluation
of data obtained through geophysical and geological analyses, production data
and engineering studies, the results of which are often inconclusive or subject
to varying interpretations. Please read “—Reserve estimates depend on many
assumptions that may turn out to be inaccurate” (below) for a discussion of the
uncertainty involved in these processes. Our cost of drilling, completing and
operating wells is often uncertain before drilling commences. Overruns in
budgeted expenditures are common risks that can make a particular project
uneconomical. Further, many factors may curtail, delay or cancel drilling,
including the following:
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•
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delays
imposed by or resulting from compliance with regulatory
requirements;
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•
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pressure
or irregularities in geological
formations;
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•
|
|
shortages
of or delays in obtaining equipment and qualified
personnel;
|
|
•
|
|
equipment
failures or accidents;
|
|
•
|
|
adverse
weather conditions;
|
|
•
|
|
reductions
in oil and natural gas prices;
|
|
•
|
|
limitations
in the market for oil and natural
gas.
|
We
may incur substantial losses and be subject to substantial liability claims as a
result of our oil and natural gas operations.
We are
not insured against all risks. Losses and liabilities arising from uninsured and
underinsured events could materially and adversely affect our business,
financial condition or results of operations. Our oil and natural gas
exploration and production activities are subject to all of the operating risks
associated with drilling for and producing oil and natural gas, including the
possibility of:
|
•
|
|
environmental
hazards, such as uncontrollable flows of oil, natural gas, brine, well
fluids, toxic gas or other pollution into the environment, including
groundwater and shoreline
contamination;
|
|
•
|
|
abnormally
pressured formations;
|
|
•
|
|
mechanical
difficulties, such as stuck oil field drilling and service tools and
casing collapse;
|
|
•
|
|
personal
injuries and death; and
|
Any of
these risks could adversely affect our ability to conduct operations or result
in substantial losses to our company. We may elect not to obtain insurance if we
believe that the cost of available insurance is excessive relative to the risks
presented. In addition, pollution and environmental risks generally are not
fully insurable. If a significant accident or other event occurs and is not
fully covered by insurance, then it could adversely affect us.
We
are subject to complex laws that can affect the cost, manner or feasibility of
doing business.
Exploration,
development, production and sale of oil and natural gas are subject to extensive
federal, state, local and international regulation. We may be required to make
large expenditures to comply with governmental regulations. Matters subject to
regulation include:
|
•
|
|
discharge
permits for drilling operations;
|
|
•
|
|
reports
concerning operations;
|
|
•
|
|
unitization
and pooling of properties; and
|
Under
these laws, we could be liable for personal injuries, property damage and other
damages. Failure to comply with these laws also may result in the suspension or
termination of our operations and subject us to administrative, civil and
criminal penalties. Moreover, these laws could change in ways that substantially
increase our costs. Any such liabilities, penalties, suspensions, terminations
or regulatory changes could materially adversely affect our financial condition
and results of operations.
Our
operations may incur substantial liabilities to comply with the environmental
laws and regulations.
Our oil
and natural gas operations are subject to stringent federal, state and local
laws and regulations relating to the release or disposal of materials into the
environment or otherwise relating to environmental protection. These laws and
regulations may require the acquisition of a permit before drilling commences,
restrict the types, quantities and concentration of substances that can be
released into the environment in connection with drilling, and impose
substantial liabilities for pollution resulting from our operations. Failure to
comply with these laws and regulations may result in the assessment of
administrative or civil penalties and the imposition of injunctive relief.
Changes in environmental laws and costly waste handling, storage, transport,
disposal or cleanup requirements may otherwise have a material adverse effect on
our results of operations, competitive position or financial condition as well
as the industry in general. Under these environmental laws and regulations, we
could be held strictly liable for the contamination regardless of whether we
were responsible for the release or if our operations were standard in the
industry at the time they were performed.
If
our access to markets is restricted, it could negatively impact our production,
our income and ultimately our ability to retain our leases.
Market
conditions or the unavailability of satisfactory oil and natural gas
transportation arrangements may hinder our access to oil and natural gas markets
or delay our production. The availability of a ready market for our oil and
natural gas production depends on a number of factors, including the demand for
and supply of oil and natural gas and the proximity of reserves to pipelines and
terminal facilities. Our ability to market our production depends in substantial
part on the availability and capacity of gathering systems, pipelines and
processing facilities owned and operated by third parties. Our failure to obtain
such services on acceptable terms could materially harm our
business.
We plan
to sell the majority of our production to marketers and other purchasers that
have access to nearby pipeline facilities. However, as we begin to further
develop our current or future properties, we may find production in areas with
limited or no access to pipelines, thereby necessitating delivery by other
means, such as trucking, or requiring compression facilities. Such restrictions
on our ability to sell our oil or natural gas have several adverse affects,
including higher transportation costs, fewer potential purchasers (thereby
potentially resulting in a lower selling price) or, in the event we were unable
to market and sustain production from a particular lease for an extended time,
possibly causing us to lose a lease due to lack of production.
Competition
in the oil and natural gas industry is intense, which may adversely affect our
ability to compete.
We
operate in a highly competitive environment for acquiring properties, marketing
oil and natural gas and securing trained personnel. The majority of our
competitors possess and employ financial, technical and personnel resources
substantially greater than ours, which can be particularly important in the
areas in which we operate. Those companies may be able to pay more for
productive oil and natural gas properties and exploratory prospects and to
evaluate, bid for and purchase a greater number of properties and prospects than
our financial or personnel resources permit. Our ability to acquire prospects
and to find and develop reserves in the future will depend on our ability to
evaluate and select suitable properties and to consummate transactions in a
highly competitive environment. Also, there is substantial competition for
capital available for investment in the oil and natural gas
industry.
Current
competitive factors in the domestic oil and gas industry are unique. The actual
price range of crude oil is largely established by major international
producers. Pricing for natural gas is more regional. However, more favorable
prices can usually be negotiated for larger quantities of oil and/or gas
product. In this respect, while we believe we have a price disadvantage when
compared to larger producers, we view our primary pricing risk to be related to
a potential decline in international prices to a level which could render our
current production uneconomical.
There
is a limited market for your shares and you may not be able to sell
them.
There is
no assurance that any future registration statement will be declared effective
by the SEC. We expect the SEC to scrutinize our registration statements because
of the relatively early stage of development of our business compared to most
public companies. The fact that the SEC has reviewed a registration statement
does not ensure that such filing is more accurate than a filing that was not
reviewed by the SEC, and the level of SEC review does not ensure any additional
accuracy of such filing.
We intend
in the near term to apply for listing of our common stock on the
Over-the-Counter Bulletin Board (“OTC Bulletin Board”). Although we will be
applying to list our common stock on the OTC Bulletin Board, there can be no
assurance that our application will be granted or that an active market will
develop for our common stock on the OTC Bulletin Board. Additionally, there can
be no assurance any broker will be interested in trading our stock. Therefore,
it may be difficult to sell your shares of common stock if you desire or need to
sell them. You may have no more liquidity in your shares of common stock even if
we are successful in the future in registering with the SEC and listing on the
OTC Bulletin Board.
Coalitions
of a few of our larger stockholders have sufficient voting power to make
corporate governance decisions that could have significant effect on us and the
other stockholders.
Our
officers, directors, principal stockholders (greater than five percent
stockholders) together control approximately 99% of our outstanding common
stock. As a result, these stockholders, if they act together, will be able to
exert a significant degree of influence over our management and affairs and over
matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. In addition, this concentration
of ownership may delay or prevent a change in our control and might affect the
market price of our common stock, even when a change in control may be in the
best interest of all stockholders. Furthermore, the interests of this
concentration of ownership may not always coincide with our interests or the
interests of other stockholders. Accordingly, these stockholders could cause us
to enter into transactions or agreements that we would not otherwise
consider.
We
have never paid dividends and have no plans to in the future.
Holders
of shares of our common stock are entitled to receive such dividends as may be
declared by our board of directors. To date, we have paid no cash dividends on
our shares of common stock and we do not expect to pay cash dividends on our
common stock in the foreseeable future. We intend to retain future earnings, if
any, to provide funds for operations of our business. Therefore, any return
investors in our common stock may have will be in the form of appreciation, if
any, in the market value of their shares of common stock. See “Dividend
Policy.”
Any
future sale of a substantial number of shares of our common stock could depress
the trading price of our common stock, lower our value and make it more
difficult for us to raise capital.
Any sale
of a substantial number of shares of our common stock, or the prospect of sales,
may have the effect of depressing the trading price of our common stock. In
addition, those sales could lower our value and make it more difficult for us to
raise capital. Further, the timing of the sale of the shares of our common stock
may occur at a time when we would otherwise be able to obtain additional equity
capital on terms more favorable to us. As of April 30, 2008, we had 10,000,000
shares of common stock outstanding, of which 10,000,000 will be eligible for
resale in the public market, subject to applicable federal securities law
restrictions.
We
have additional securities available for issuance, which, if issued, could
adversely affect the rights of the holders of our common stock.
Our
Articles of Incorporation authorize the issuance of 75,000,000 shares of our
common stock. The common stock can be issued by our board of directors, without
stockholder approval. Any future issuances of our common stock would further
dilute the percentage ownership of our Company held by public
stockholders.
Our
stock price is likely to be highly volatile because of several factors,
including a limited public float.
Even if
we are approved for trading, the market price of our common stock is likely to
be highly volatile. You may not be able to resell shares of our common stock
following periods of volatility because of the market’s adverse reaction to
volatility.
Other
factors that could cause such volatility may include, among other
things:
|
•
|
|
actual
or anticipated fluctuations in our operating
results;
|
|
•
|
|
the
potential absence of securities analysts covering us and distributing
research and recommendations about
us;
|
|
•
|
|
we
may have a low trading volume for a number of reasons, including that a
large amount of our stock is closely
held;
|
|
•
|
|
overall
stock market fluctuations;
|
|
•
|
|
announcements
concerning our business or those of our
competitors;
|
|
•
|
|
our
ability to raise capital when we require it, and to raise such capital on
favorable terms;
|
|
•
|
|
changes
in financial estimates by securities analysts or our failure to perform as
anticipated by the analysts;
|
|
•
|
|
announcements
of technological innovations;
|
|
•
|
|
conditions
or trends in the industry;
|
|
•
|
|
changes
in market valuations of other similar
companies;
|
|
•
|
|
future
sales of common stock;
|
|
•
|
|
departure
of key personnel or failure to hire key personnel;
and
|
|
•
|
|
general
market conditions.
|
Any of
these factors could have a significant and adverse impact on the market price of
our common stock. In addition, the stock market in general has at times
experienced extreme volatility and rapid decline that has often been unrelated
or disproportionate to the operating performance of particular companies. These
broad market fluctuations may adversely affect the trading price of our common
stock, regardless of our actual operating performance.
Our
common stock is a penny stock. Trading of our stock may be restricted
by the SEC’s penny stock regulations and the FINRA’s sales practices
requirements, which may limit a stockholder’s ability to buy and sell our
stock.
The
Company’s common shares may be deemed to be “penny stock” as that term is
defined in Regulation Section “240.3a51 -1 of the Securities and Exchange
Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than
U.S. $5.00 per share; (b) that are not traded on a “recognized” national
exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ - where listed stocks must still meet requirement (a) above); or
(d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the
issuer has been in continuous operation for at least three years) or U.S.
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than U.S. $6,000,000 for the last three years. Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c) 2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that are
deemed to be “penny stock”. Moreover, Regulation Section “240.15g -9” of the SEC
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to: (a) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (b) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (c) provide the investor with
a written statement setting forth the basis on which the broker dealer made the
determination in (ii) above; and (d) receive a signed and dated copy of such
statement from the investor confirming that it accurately reflects the
investor’s financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company’s common shares to resell their common shares to third parties or to
otherwise dispose of them. Stockholders should be aware that, according to
Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991,
the market for penny stocks has suffered in recent years from patterns of fraud
and abuse. Such patterns include:
(i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer
(ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases
(iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons
(iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers
(v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in Rangeford’s shares, thereby
reducing the level of trading activity in any secondary market that may develop
for the shares. Consequently, investors in the Company’s securities may find it
difficult to sell their securities, if at all.
Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.
Investors
may lose their entire investment if Rangeford fails to implement it’s business
plan.
As a
development-stage company, Rangeford expects to face substantial risks,
uncertainties, expenses and difficulties. Rangeford was formed in Nevada on Dec.
4, 2008. Rangeford has no demonstrable operations record of substance upon which
you can evaluate Rangeford’s business and prospects. Rangeford’s prospects must
be considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development.
Rangeford cannot guarantee that it will be successful in accomplishing its
objectives.
As of the
date of this prospectus, Rangeford has had only limited start-up operations and
has generated minimal revenues. Taking these facts into account, independent
auditors have expressed substantial doubt about Rangeford’s ability to continue
as a going concern in the independent auditors’ report to the financial
statements included in the registration statement, of which this prospectus is a
part. In addition, Rangeford’s lack of operating capital could negatively impact
the value of its common shares and could result in the loss of your entire
investment.
Because
we do not have an escrow or trust account for investor’s subscriptions, if we
file for bankruptcy protection or are forced into bankruptcy protection,
investors will lose their entire investment.
Invested
funds for this offering will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors and
will not be used for the sourcing and sale of oil and gas
leases.
Sales
of our stock under Rule 144 could reduce the market price of our
shares.
All of
the 10,000,000 shares of our common stock held by current shareholders are
restricted securities under Rule 144 of the Securities Act of 1933. None of our
shares held by affiliates are currently eligible for resale. In
general, persons holding restricted securities, including affiliates, must hold
their shares for a period of not less than one year, may not sell more than one
percent of the total issued and outstanding shares in any 90 day period and must
resell the shares in an unsolicited brokerage transaction at the market price.
These restrictions do not apply to re-sales of shares under Rule 144(k). The
availability for sale of substantial quantities of Common Stock under Rule 144
could reduce prevailing market prices of our securities.
All
of the company’s issued and outstanding common shares are restricted under Rule
144 of the Securities Act, as amended, when the restriction on these shares is
lifted, and the shares are sold in the open market, the price of the company’s
common stock could be adversely affected.
All of
the presently outstanding shares of common stock, aggregating 10,000,000 shares
of Common Stock, are “restricted securities” as defined under Rule 144
promulgated under the Securities Act and may only be sold pursuant to an
effective registration statement or an exemption from registration, if
available. Rule 144, as amended, is an exemption that generally provides that a
person who has satisfied a one year holding period for such restricted
securities may sell, within any three month period (provided Rangeford is
current in its reporting obligations under the Exchange Act), subject to certain
manner of resale provisions, an amount of restricted securities which does not
exceed the greater of 1% of a company’s outstanding common stock or the average
weekly trading volume in such securities during the four calendar weeks prior to
such sale. The Company currently has one shareholder who owns 6,000,000
restricted shares or 60.0% of the aggregate shares of outstanding common stock.
At such time as these shares become unrestricted and available for sale, the
sale of these shares by this individual, whether pursuant to Rule 144 or
otherwise, may have an immediate negative effect upon the price of Rangeford’s
Common Stock in any market that might develop.
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in Rangeford’s shares, thereby
reducing the level of trading activity in any secondary market that may develop.
Consequently, owners of Rangeford’s securities may find it difficult to sell
their securities, if at all
Investors
in this offering will bear a substantial risk of loss due to immediate and
substantial dilution.
The
founding shareholders acquired 10,000,000 restricted shares of Rangeford’s
Common Stock at a price per share of $0.00173. Upon the sale of the common stock
offered hereby, the investors in this offering will experience an immediate and
substantial “dilution.” Therefore, the investors in this offering will
bear a substantial portion of the risk of loss. Additional sales of the
Company’s Common Stock in the future could result in further dilution. Please
refer to the section titled “Dilution” herein.
Indemnification
of officers and directors.
The
articles of incorporation and the bylaws of the Company contain broad
indemnification and liability limiting provisions regarding our officers,
directors and employees, including the limitation of liability for certain
violations of fiduciary duties. Stockholders of the Company therefore will have
only limited recourse against the individuals.
[The
remainder of this page is left blank intentionally]
|
|
If
25% of
|
|
|
If
50% of
|
|
|
If
75% of
|
|
|
If
100% of
|
|
|
|
Shares
are
|
|
|
Shares
are
|
|
|
Shares
are
|
|
|
Shares
are
|
|
|
|
Sold
|
|
|
Sold
|
|
|
Sold
|
|
|
Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROCEEDS FROM THIS OFFERING
|
|
$
|
31,250
|
|
|
$
|
75,000
|
|
|
$
|
93,750
|
|
|
$
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
OFFERING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal,
Accounting and Professional Fees
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
Blue
Sky Fees
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
|
Edgar
Agent Fees
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Transfer
Agent Fees
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
10,500
|
|
|
$
|
10,500
|
|
|
$
|
10,500
|
|
|
$
|
10,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROCEEDS FROM OFFERING
|
|
$
|
20,750
|
|
|
$
|
64,500
|
|
|
$
|
83,250
|
|
|
$
|
114,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
USE OF NET PROCEEDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting,
Legal and Professional Fees
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
3,000
|
|
|
$
|
4,000
|
|
Office
Equipment and Furniture
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
Office
Supplies
|
|
$
|
500
|
|
|
$
|
1,000
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Production
Acqusition
|
|
$
|
-
|
|
|
$
|
10,000
|
|
|
$
|
40,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
2,500
|
|
|
$
|
15,000
|
|
|
$
|
46,500
|
|
|
$
|
87,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
COSTS ASSOCIATED WITH PRODUCT
ACQUISITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
Expenses
|
|
$
|
6,750
|
|
|
$
|
8,000
|
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Foreign
and Domestic Travel
|
|
$
|
2,000
|
|
|
$
|
4,000
|
|
|
$
|
6,000
|
|
|
$
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
8,750
|
|
|
$
|
12,000
|
|
|
$
|
16,000
|
|
|
$
|
17,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
ADMINISTRATIVE EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office,
Telephone and Internet
|
|
$
|
500
|
|
|
$
|
1,000
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Working
Capital
|
|
$
|
9,000
|
|
|
$
|
36,500
|
|
|
$
|
19,250
|
|
|
$
|
8,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
9,500
|
|
|
$
|
37,500
|
|
|
$
|
20,750
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
$
|
31,250
|
|
|
$
|
75,000
|
|
|
$
|
93,750
|
|
|
$
|
125,000
|
|
DETERMINATION
OF OFFERING PRICE
There is
no established market for the Registrant's stock. Rangeford’s offering price for
shares sold pursuant to this offering is set at $0.125. Our existing
shareholders paid $0.00173 per share. The additional factors that were included
in determining the sales price are the lack of liquidity (since there is no
present market for Rangeford stock) and the high level of risk, considering the
lack of operating history for Rangeford.
DILUTION
Dilution”
represents the difference between the offering price of the shares of Common
Stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of
Rangeford’s issued and outstanding stock. This is due in part to shares of
Common Stock issued to the Company’s sole officer, director and affiliates
totaling 6,000,000 shares and 3,400,000 to one investor deemed an affiliate due
to the size of its holdings (34%) and 600,000 issued to two (2) non-affiliated
investors at $0.00173 per share versus the current offering price of $0.125 per
share. Please refer to the section titled “Transactions with Related Persons,
Promoters and Certain Control Persons” on Page __, for more information.
Rangeford’s net book value on April 30, 2008, was $17,300. Assuming
that all of the 1,000,000 shares offered are sold, and in effect the Company
receives the maximum proceeds of this offering from shareholders, Rangeford’s
net book value will be approximately $0.0129364 per share. Therefore, any
investor will incur an immediate and substantial dilution of approximately
$0.112064 per share while the Company’s present stockholders will receive an
increase of $0.011206 per share in the net tangible book value of the shares
that they hold. This will result in a 89.65% dilution for purchasers of stock in
this offering.
In the event that 75% of the maximum proceeds is raised through the sale of 750,000 shares, the
Company’s net book value will be approximately $0.0103302 per share. Any
investor will suffer an immediate and substantial dilution of approximately
$0.11467 per share while the present stockholders will receive an increase in
value of $0.0086 per share in the net tangible book value of the shares they
hold. This will result in a 91.74% dilution for purchasers of stock in this
offering.
In the
event that 50% of the offering or 500,000 shares is achieved, the Company’s net
book value will be approximately $0.0069391 per share. Therefore, any investor
will incur an immediate and substantial dilution of approximately $0.118061 per
share while the present stockholders will receive an increase of $0.005366 per
share in the net tangible book value of the shares they hold. This will result
in a 94.45% dilution for purchasers of stock in this offering.
In the
event that 25% of the offering or 250,000 shares is achieved, The Company’s net
book value will be approximately $0.0043156 per share. Therefore, any investor
will incur an immediate and substantial dilution of approximately $0.120684 per
share while the present stockholders will receive an increase of $0.002743 per
share in the net tangible book value of the shares they hold. This will result
in a 96.55% dilution for purchasers of stock in this offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering. While this offering has no minimum, the table below
includes an analysis of the dilution that will occur if 25%, 50%, 75% of the
shares are sold, as well as the dilution if all shares are sold:
|
|
25%
of
Offering
|
|
|
50%
of
Offering
|
|
|
75%
of
Offering
|
|
|
Maximum
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
Price Per Share
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share Before the Offering
|
|
$
|
0.00173
|
|
|
$
|
0.00173
|
|
|
$
|
0.00173
|
|
|
$
|
0.00173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share After the Offering
|
|
$
|
0.00432
|
|
|
$
|
0.00694
|
|
|
$
|
0.01033
|
|
|
$
|
0.01294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase to Original Shareholders
|
|
$
|
0.002743
|
|
|
$
|
0.00537
|
|
|
$
|
0.00860
|
|
|
$
|
0.01121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
in Investment to New Shareholders
|
|
$
|
0.120684
|
|
|
$
|
0.11806
|
|
|
$
|
0.11467
|
|
|
$
|
0.11206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution
to New Shareholders (%)
|
|
|
96.55
|
%
|
|
|
94.45
|
%
|
|
|
91.74
|
%
|
|
|
89.65
|
%
|
All
proceeds from this offering will go to the Company. There are no selling
shareholders and neither officer of the Corporation will purchase any of the
shares offered under this prospectus.
The
offering consists of a maximum number of 1,000,000 shares being offered by
Rangeford at $0.125 per share.
Rangeford
is offering for sale common stock. If Rangeford is unable to sell its stock and
raise money, it may not be able to complete its business plan and may
fail.
There
will be no underwriters used, no dealer's commissions, no finder's fees, and no
passive market making for the shares being offered by Rangeford. All of these
shares will be issued to business associates, friends, and family of the current
Rangeford’s shareholders. The Officer and Director of Rangeford, Frederick
Ziegler, will not register as a broker-dealer in connection with this offering.
Frederick Ziegler will not be deemed to be a broker pursuant to the safe harbor
provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934, since he is
not subject to statutory disqualification, will not be compensated directly or
indirectly from the sale of securities, is not an associated person of a broker
or dealer, nor has he been so associated within the previous twelve months, and
primarily performs substantial duties as Officer and Director that are not
in connection with the sale of securities, and has not nor will not participate
in the sale of securities more than once every twelve months.
Our
Common Stock is currently considered a "penny stock" under federal securities
laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since
its market price is below $5.00 per share. Penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
or recommend such shares to certain investors.
Broker-dealers
who sell penny stock to certain types of investors are required to comply with
the SEC's regulations concerning the transfer of penny stock. If an exemption is
not available, these regulations require broker-dealers to make a suitability
determination prior to selling penny stock to the purchaser; receive the
purchaser's written consent to the transaction and provide certain written
disclosures to the purchaser. These rules may affect the ability of
broker-dealers to make a market in, or trade our shares. In turn, this may make
it very difficult for investors to resell those shares in the public
market
This
offering will be conducted on a best-efforts basis utilizing the efforts of
Frederick Ziegler, the sole officer and director of the Company. Potential
investors include, but are not limited to, family, friends and acquaintances of
Mr. Ziegler. The intended methods of communication include, without limitation,
telephone and personal contact. In his endeavors to sell this offering, Mr.
Ziegler does not intend to use any mass advertising methods such as the Internet
or print media.
Funds
received by Mr. Ziegler in connection with sales of Rangeford’s securities will
be transmitted immediately into the Company’s bank account. There can be no
assurance that all, or any, of the shares will be sold.
Mr.
Ziegler will not receive commissions for any sales he originates on Rangeford’s
behalf. The Company believes that Mr. Ziegler is exempt from registration as a
broker under the provisions of Rule 3a4-1 promulgated under the Securities
Exchange Act of 1934. In particular, Mr. Ziegler:
|
·
|
Is
not subject to a statutory disqualification, as that term is defined in
Section 3(a)39 of the
Act; and
|
|
·
|
Is
not to be compensated in connection with his participation by the payment
of commissions or other remuneration based
either directly or indirectly on transactions in securities;
and
|
· Is
not an associated person of a broker or dealer; and
· Meets
the conditions of the following:
a. Primarily
performs, or is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the issuer otherwise than in connection
with transactions in securities; and
b. Was
not a broker or dealer, or associated persons of a broker or dealer, within the
preceding 12 months; and
c. Did
not participate in selling an offering of securities for any issuer more than
once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of
this section, except that for securities issued pursuant to rule 415 under the
Securities Act of 1933, the 12 months shall begin with the last sale of any
security included within one rule 415 registration.
Rangeford’s
officer and director may not purchase any securities in this
offering.
There can
be no assurance that all, or any, of the shares will be sold. As of the date of
this Prospectus, the Company has not entered into any agreements or arrangements
for the sale of the shares with any broker/dealer or sales agent. However, if
Rangeford were to enter into such arrangements, the Company will file
a post effective amendment to disclose those arrangements because any
broker/dealer participating in the offering would be acting as an underwriter
and would have to be so named in the prospectus.
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and with which the Company has complied. The purchasers
in this offering and in any subsequent trading market must be residents of such
states where the shares have been registered or qualified for sale or an
exemption from such registration or qualification requirement is available. As
of the date of this Prospectus, Rangeford has not identified the specific states
where the offering will be sold. Rangeford may file a pre-effective amendment
indicating which state(s) the securities are to be sold pursuant to this
registration statement.
The
proceeds from the sale of the shares in this offering will be payable to
Rangeford Resources, Inc. and will be deposited in the Company’s bank
account. All subscription agreements and checks are irrevocable and should be
delivered to Rangeford Resources, Inc., Post Office Box 1365, 8541 North Country
Road 11, Wellington, Colorado 80549.
Failure
to do so will result in checks being returned to the investor who submitted the
check. The Company will continue to receive funds until the date when the sale
of all 1,000,000 shares is completed or the Company decides to terminate the
offering. The Company may, at its discretion, extend the offering up
to two (2) years from the date the offering was declared effective. The Company
will deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers within ninety (90) days of the close of the
offering.
Investors
can purchase common stock in this offering by completing a Subscription
Agreement (attached hereto as Exhibit 99(b)) and sending it together with
payment in full to Frederick Ziegler, President, Rangeford Resources, Inc. Post
Office Box 1365, 8541 North Country Road 11, Wellington, Colorado 80549. All
payments must be made in United States currency either by personal check, bank
draft, or cashiers check. There is no minimum subscription requirement. All
subscription agreements and checks are irrevocable. The Company reserves the
right to either accept or reject any subscription. Any subscription rejected
within the offering period will be returned to the subscriber within 5
business days of the rejection date. Furthermore, once a subscription agreement
is accepted, it will be executed without reconfirmation to or from the
subscriber. Once Rangeford accepts a subscription, the subscriber cannot
withdraw it.
Section
15(g) of the Exchange Act
Our
shares are "Penny Stocks" covered by Section 15(g) of the Exchange Act, and
Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). While Section 15(g) and Rules 15g-1 through15g-6 apply to
brokers-dealers, they do not apply to us.
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
the NASD's toll free telephone number and the central number of the North
American Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons. The application of the penny
stock rules may affect your ability to resell your shares.
The NASD
has adopted rules that require that in recommending an investment to a customer,
a broker/dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker/dealers to
recommend that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our common stock.
Further, many brokers charge higher transactional fees for penny stock
transactions. As a result, fewer broker/dealers may be willing to make a market
in our common stock, reducing a stockholder's ability to resell shares of our
common stock. Again, the foregoing rules apply to broker/dealers. They do
not apply to us in any manner whatsoever. Since our shares are covered by
Section 15(g) of the Exchange Act, which imposes additional sales practice
requirements on broker/dealers, many broker/dealers may not want to make a
market in our shares or conduct any transactions in our shares. As such, your
ability to dispose of your shares may be adversely affected.
TERMS
OF OFFERING
Procedures
for Subscribing
Investors
can purchase common stock in this offering by completing a Subscription
Agreement [attached hereto as Exhibit 99(b)] and sending it together with
payment in full to Rangeford Resources, Inc., Post Office Box 1365, 8541
North Country Road 11, Wellington, Colorado 80549. All payments must
be made in United States currency either by personal check, bank draft, or
cashiers check. There is minimum subscription requirement. All
subscription agreements and checks are irrevocable. Rangeford reserves the right
to either accept or reject any subscription. Any subscription rejected
will be returned to the subscriber within 5 business days of the rejection
date. Furthermore, once a subscription agreement is accepted, it will
be executed without reconfirmation to or from the subscriber. Once
Rangeford accepts a subscription, the subscriber cannot withdraw
it.
If you
decide to subscribe for any shares in this offering, you must:
· execute
and deliver a subscription agreement; and
· deliver
a check or certified funds to us for acceptance or rejection.
The
subscription agreement requires you to disclose your name, address, telephone
number, number of shares you are purchasing, and the price you are paying for
your shares.
All
checks for subscriptions must be made payable to Rangeford Resources,
Inc.
Right
to Reject Subscriptions
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
Subscriptions
that are rejected for securities will be accepted or rejected within five
business days after we receive them.
Offering
Period and Expiration Date
This
offering will start on the date of this prospectus and may continue for a period
of up to 730 days
LEGAL
PROCEEDINGS
We are
not involved in any pending litigation, legal proceedings or
claims.
The
following table sets forth the names, positions and ages of our directors and
executive officers. Our directors were elected by the majority written consent
of our stockholders in lieu of a meeting. Our directors are typically elected at
each annual meeting and serve for one year and until their successors are
elected and qualify. Officers are elected by our board of directors and their
terms of office are at the discretion of our board.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Frederick
Ziegler
|
|
65
|
|
Pres./Sec./Treas./
|
|
|
|
|
|
|
|
|
|
Control Person
|
Fred Ziegler, President, Member of
the Board of Directors, age 65
.
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.
Ronald A. Davis, Control Person, age
65
.
Ronald A.
Davis is the sole member and control person of Walker, Bannister & Dunn,
Inc., a financial consulting firm. In addition, he is President of Bella
Viaggio, Inc., a Reporting Company engaged in the operation of day spas and
upscale hair salons.
Prior to
his current positions, Mr. Davis was employed by Caffe Diva Group, Ltd., a U.S.
based public Company engaged in the roasting and retail sale of gourmet coffee
through a 46 store chain of espresso drive-thrus.
Mr. Davis
commenced his career at Goldman Sachs & Co. in 1964 as an office boy.
Following the completion of graduate school at the University of Southern
California and military service, Mr. Davis returned to Goldman Sachs where he
worked until joining Dean Witter & Co. (now Morgan Stanley). Areas of work
responsibility included syndication and institutional sales. In 1981, Mr. Davis
commenced advising high net worth individuals and their investments. In 1994, he
was asked to take over the stewardship of Caffe Diva of which he was the CEO
until September 2000.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of April 30, 2008, the number and percentage of
outstanding shares of common stock beneficially owned by (a) each person
known by us to beneficially own more than five percent of such stock,
(b) each director of the Company, (c) each named officer of the
Company, and (d) all our directors and executive officers as a group. We
have no other class of capital stock outstanding.
Name
|
|
Shares
|
|
|
%
Pre
Offering
|
|
|
%
Post Offering
|
|
Frederick
Ziegler
|
|
|
6,000,000
|
|
|
|
60.00
|
%
|
|
|
54.55
|
%
|
Walker,
Bannister & Dunn
1
|
|
|
3,400,000
|
|
|
|
34.00
|
%
|
|
|
30.91
|
%
|
Ramsgate
Group, Inc.
2
|
|
|
500,000
|
|
|
|
5.00
|
%
|
|
|
4.55
|
%
|
1. Walker,
Bannister & Dunn, LLC is controlled and managed by Ronald A.
Davis
2. Ramsgate
Group, Inc.’s shares are owned by Eileen Anderson.
We have
10,000,000 shares of our common stock issued and outstanding as of April 30,
2008.
Common
Stock
The
Company is authorized to issue up to 75,000,000 shares of common stock. Holders
of our common stock are entitled to one vote for each share in the election of
directors and on all matters submitted to a vote of stockholders. There is no
cumulative voting in the election of directors.
The
holders of the common stock are entitled to receive dividends, when and as
declared, from time to time, by our board of directors, in its discretion, out
of any assets of the Company legally available therefore.
Upon the
liquidation, dissolution or winding up of the Company, the remaining assets of
the Company available for distribution to stockholders will be distributed among
the holders of common stock, pro rata based on the number of shares of common
stock held by each.
Holders
of common stock generally have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of common stock are, when issued,
fully paid and non-assessable.
Preferred
Stock
The
Company has no class of capital stock designated as preferred
stock.
Certain
Anti-Takeover Provisions
Stockholders’
rights and related matters are governed by Nevada corporate law, our articles of
incorporation and our bylaws. Certain provisions of the Nevada Private
Corporations Law may discourage or have the effect of delaying or deferring
potential changes in control of the Company. The cumulative effect of these
terms may be to make it more difficult to acquire and exercise control of the
Company and to make changes in management. Furthermore, these provisions may
make it more difficult for stockholders to participate in a tender or exchange
offer for common stock and in so doing may diminish the market value of the
common stock.
One of
the effects of the existence of authorized but unissued shares of our common
stock may be to enable our board of directors to render it more difficult or to
discourage an attempt to obtain control of the Company and thereby protect the
continuity of or entrench our management, which may adversely effect the market
price of our common stock. If in the due exercise of its fiduciary obligations,
for example, our board of directors were to determine that a takeover proposal
were not in the best interests of the Company, such shares could be issued by
the board of directors without stockholder approval in one or more private
placements or other transactions that might prevent or render more difficult or
make more costly the completion of any attempted takeover transaction by
diluting voting or other rights of the proposed acquirer or insurgent
stockholder group, by creating a substantial voting block in institutional or
other hands that might support the position of the incumbent board of directors,
by effecting an acquisition that might complicate or preclude the takeover, or
otherwise.
Our
bylaws provide that special meetings of stockholders may be called only by our
board of directors, the chairman of the board, or our president, or as otherwise
provided under Nevada law.
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Timothy
S. Orr, Esquire, of Spokane, Washington, an independent legal counsel, has
provided an opinion on the validity of Rangeford Resources, Inc.’s issuance of
common stock and is presented as an exhibit to this filing.
The
financial statements appearing in the registration statement have been audited
by Blackwing Group, LLC, an independent registered public accounting firm, to
the extent and for the periods indicated in their report appearing elsewhere
herein, which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the Company’s ability to continue as a going
concern and are included in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
DISCLOSURE OF
COMMISSION POSITION OF
INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The
General Corporation Law of the State of Nevada, under which the Company is
organized, permits the inclusion in the articles of incorporation of a
corporation of a provision limiting or eliminating the potential monetary
liability of directors to a corporation or its stockholders by reason of their
conduct as directors. The provision would not permit any limitation on, or the
elimination of, liability of a director for disloyalty to his or her corporation
or its stockholders, failing to act in good faith, engaging in intentional
misconduct or a knowing violation of the law, obtaining an improper personal
benefit or paying a dividend or approving a stock repurchase that was illegal
under Nevada law. Accordingly, the provisions limiting or eliminating the
potential monetary liability of directors permitted by Nevada law apply only to
the “duty of care” of directors, i.e., to unintentional errors in their
deliberations or judgments and not to any form of “bad faith”
conduct.
The
articles of incorporation of the Company contain a provision which eliminates
the personal monetary liability of directors to the extent allowed under Nevada
law. Accordingly, a stockholder is able to prosecute an action against a
director for monetary damages only if he or she can show a breach of the duty of
loyalty, a failure to act in good faith, intentional misconduct, a knowing
violation of law, an improper personal benefit or an illegal dividend or stock
repurchase, as referred to in the amendment, and not “negligence” or “gross
negligence” in satisfying his or her duty of care. Nevada law applies only to
claims against a director arising out of his or her role as a director and not,
if he or she is also an officer, his or her role as an officer or in any other
capacity or to his or her responsibilities under any other law, such as the
federal securities laws.
In
addition, the Company’s articles of incorporation and bylaws provide that the
Company will indemnify our directors, officers, employees and other agents to
the fullest extent permitted by Nevada law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise. The Company has been advised that in the opinion of
the SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
No
pending litigation or proceeding involving a director, officer, employee or
other agent of the Company as to which indemnification is being sought exists,
and the Company is not aware of any pending or threatened material litigation
that may result in claims for indemnification by any director, officer, employee
or other agent.
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
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 trough
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 over riding 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 over riding 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:
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•
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the
construction of natural gas pipeline facilities,
and
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•
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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:
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•
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the
amounts and types of substances and materials that may be released into
the environment,
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•
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the
discharge and disposition of waste materials,
|
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•
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the
reclamation and abandonment of wells and facility sites,
and
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•
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the
remediation of contaminated sites,
|
and
require:
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•
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permits
for drilling operations,
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•
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drilling
bonds, and
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•
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reports
concerning operations.
|
Environmental
Regulations
General
.
Our operations are affected by the various state, local and federal
environmental laws and regulations, including the:
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•
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Oil
Pollution Act of 1990,
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•
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Federal
Water Pollution Control Act,
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•
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|
Resource
Conservation and Recovery Act
(“RCRA”),
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•
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Toxic
Substances Control Act, and
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•
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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:
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•
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development
and production operations,
|
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•
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|
activities
in connection with storage and transportation of oil and other liquid
hydrocarbons, and
|
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•
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|
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:
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•
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unit
production expenses primarily related to the control and limitation of air
emissions and the disposal of produced
water,
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•
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|
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
|
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•
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|
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 affect 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 clean up 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:
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•
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a
“generator” or “transporter” of hazardous waste,
or
|
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•
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|
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:
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•
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the
“owner” or “operator” of the site where hazardous substances have been
released, and
|
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•
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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:
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•
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remove
or remediate previously disposed wastes, including wastes disposed of or
released by prior owners or
operators,
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•
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clean
up contaminated property, including contaminated groundwater,
or
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•
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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.
Employees
We are an
exploration stage company and have no employees. We conduct our operations
through our officer.
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
The
following discussion should be read in conjunction with the Company’s Financial
Statements and notes thereto appearing elsewhere in this registration
statement.
Overview
The
Company is a start-up exploration stage company incorporated in Nevada on Dec.
4, 2007 to acquire and explore oil and gas leases which are not in either the
development stage or production stage. To date we have not acquired any property
or leases.
Our
auditors have issued a going concern opinion which means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin selling oil and gas. The more money we raise, the more drilling we can
conduct. Since we do not know what the exploration of our prospects and future
prospects will bear, we cannot say whether we will be successful even if we
raise adequate funds to explore such properties.
Plan
of Operation
As a
start-up exploration stage corporation, we have not yet generated or realized
any revenues from our business operations. We will need to raise additional cash
in order to implement our project and begin operations. We will need
approximately $31,250 in order to allow us to operate for the next 12 months. If
we find oil and gas, we will begin selling the oil and gas and proceed to raise
additional capital to drill more wells.
If we
find oil and gas, we will begin selling the oil and gas and proceed to raise
additional capital to drill more wells. If we do not find oil and gas, we intend
to find a new property and raise additional funds to drill thereon. We have not
yet targeted properties and do not intend to do so until we receive additional
funding.
Once we
have obtained a lease, we do not intend to interest other companies in the
property if we find oil and/or gas. We intend to develop the property ourselves,
given sufficient capital. If we are unable to complete drilling one well on our
property, we will suspend operations until we raise additional funds. If we
cannot or do not raise such funds, we will cease operations. We do not intend to
hire additional employees at this time. We expect that all of the work on the
property will be conducted by unaffiliated independent contractors. See
“Liquidity and Capital Resources.”
Milestones
We have
set the following milestones:
1. 0-180
days after the effectiveness of this Registration Statement we intend to raise
additional funds through the private placement of debt or equity of the
Securities Act of 1933 or enter into joint ventures or similar arrangements to
raise capital for the exploration and development of leases.
2. 90-180
days after effectiveness of this Registration Statement we intend to retain a
consultant to manage and explore the property which we have leased. The cost for
this may vary. We estimate it will be approximately $2,000 per
month.
3.
180-270 days after effectiveness of this Registration Statement we intend to
begin drilling. Drilling will cost roughly $20.00 per foot. This cost includes
placing casing and pipe in the ground.
4.
270-365 days following effectiveness of this Registration Statement we intend to
either begin production and raise additional capital to drill other wells on our
property or if oil and/or gas is not found, target a new property and raise
additional capital to explore the new property.
Critical
Accounting Policy
Currently
the Company is in the exploration stage, and has not generated any revenues from
operations. Revenue will be recognized only at such time as the Company has
identified, recovered and sold or delivered raw minerals, oil and/or gas. Any
exploration costs will be expensed as incurred.
Liquidity
and Capital Resources
We will
need to raise additional funds for working capital and to explore and develop
our leases. We plan to raise such funds through the sale of equity or debt
capital. Such equity securities might have rights, preferences or privileges
senior to the outstanding Common Stock. Any debt that we may issue will be
senior in right of payment to the outstanding Common Stock and may be
convertible into Common Stock. Further, we may issue options or warrants in
connection with such placements.
We also
may enter into a joint venture, joint development, farm-out or similar
arrangement with one or more third parties to raise the capital necessary to
explore and develop our prospects.
There can
be no assurance that we can obtain the capital we require through the sale of
our debt or equity securities or enter into arrangements with third parties on
terms acceptable to us, or at all. If we are unable to raise additional cash as
necessary, we will either have to suspend operations until we do raise the cash
or cease operations entirely.
Controls
and Procedures
In
connection with the preparation of this Prospectus, we successfully completed an
Internal Controls Manual that was prepared by Mr. Ziegler and Mr. Davis and was
approved by the Board of Directors..
The
Company’s Board of Directors has approved a Code of Ethics for management
relating to financial disclosures and filings related to future reporting
requirements. A copy of the Code of Ethics will be made available to you by
contacting the Company at Post Office Box 1365, 8541 North Country Road 11,
Wellington Colorado 80549.
CHANGES
IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
The
Company has no disagreements with our accountants on accounting and financial
disclosure matters.
DESCRIPTION
OF PROPERTY
The
Company has not acquired any leases or property at this time. The
Company utilizes office space provided by our sole officer and director Mr.
Frederick Ziegler.
Frederick
Ziegler is providing office space and administrative support as needed to the
Company for no charge at located at 8541 North Country Road 11, Wellington,
Colorado 80549.
In
December 2007, the Company issued 6,000,000 shares of its common stock to
Frederick Ziegler for $4,100 in cash and services.
In
December 2007, the Company issued 3,400,000 shares of its common stock to
Walker, Bannister & Dunn LLC for $7,200 in services.
In
December 2007, the Company issued 500,000 shares of its common stock to Ramsgate
Group, Inc. for $5,000 in services.
In
December 2007, the Company issued 100,000 shares of its common stock to Jameson
Capital, LLC for $1,000 in services.
AND
RELATED STOCKHOLDER MATTERS
As of the
date of this prospectus, there is no public market in Rangeford common stock.
This prospectus is a step toward creating a public market for Rangeford
stock, which may enhance the liquidity of Rangeford shares. However, there can
be no assurance that a meaningful trading market will develop. Rangeford
and its management make no representation about the present or future value of
Rangeford common stock.
As of the
date of this prospectus;
1. There
are no outstanding options or warrants to purchase, or other instruments
convertible into, common equity of Rangeford;
2. There
are currently 10,000,000 shares of Rangeford common stock held by four (4)
shareholders. Its sole officer and director Frederick Ziegler, controls
6,000,000 shares while two (2) non-affiliates own 600,000 shares and one
shareholder, who is an affiliate due to the size of his holdings, has 3,400,000
shares of our common stock that are not eligible to be sold pursuant to Rule 144
under the Securities Act;
3. Other
than the stock registered under this Registration Statement, there is no stock
that has been proposed to be publicly offered resulting in dilution to current
shareholders.
All of
the presently outstanding shares of common stock (10,000,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which shall become effective on February 15, 2008. Pursuant to
the new Rule 144, one year must elapse from the time a “shell company”, as
defined in Rule 405, ceases to be a “shell company” and files Form 10
information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at anytime previously a reporting or
non-reporting shell company as defined in Rule 405, can only be resold in
reliance on Rule 144 if the following conditions are met: (1) the issuer of the
securities that was formerly a reporting or non-reporting shell company has
ceased to be a shell company; (2) the issuer of the securities is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the
issuer of the securities has filed all reports and material required to be filed
under Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding twelve months (or shorter period that the Issuer was required to file
such reports and materials), other than Form 8-K reports; and (4) at least one
year has elapsed from the time the issuer filed the current Form 10 type
information with the SEC reflecting its status as an entity that is not a shell
company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founders of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13
and 15(d) of the Securities Act for twelve consecutive months; and (3) one year
has elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
Holders
of Common Stock
We had 4
shareholders of record of 10,000,000 shares of our common stock as of April 30,
2008.
Dividend
Policy
To date,
we have not declared or paid cash dividends on our shares of common stock. The
holders of the shares of common stock purchased pursuant to this prospectus will
be entitled to non-cumulative dividends on the shares of common stock, when and
as declared by our board of directors, in its discretion. We intend to retain
all future earnings, if any, for our business and do not anticipate paying cash
dividends in the foreseeable future.
Any
future determination to pay cash dividends will be at the discretion of our
board of directors and will be dependent upon our financial condition, results
of operations, capital requirements, general business conditions and such other
factors as our board of directors may deem relevant.
Securities
Authorized for Issuance under Equity Compensation Plans
As of
April 30, 2008, Rangeford has not adopted any equity compensation
plans.
The table
below sets forth all cash compensation paid or proposed to be paid by us to the
chief executive officer and the most highly compensated executive officers, and
key employees for services rendered in all capacities to the Company during
fiscal year 2007.
Summary
Compensation Table
Name
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Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Restricted
Stock
Awards
($)
|
Securities
Underlying
Options/
SARs
($)
|
LTIP
Payouts
($)
|
All
Other
Compensation
($)
|
Totals
($)
|
Frederick
Ziegler, CEO CFO and President
|
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Compensation
Policy
. Because we are still in the early stages of formation and
development, our directors and officers are not currently receiving any
compensation.
Stock
Option
. Because we are still in the early stages of formation and
development, our directors and officers have not received any stock options or
freestanding SARs.
Bonuses
.
To date no bonuses have been granted. Any bonuses granted in the future will
relate to meeting certain performance criteria that are directly related to
areas within the executive’s responsibilities with the Company. As the Company
continues to grow, more defined bonus programs will be created to attract and
retain our employees at all levels.
Stock
Option Plans
Our board
of directors has not adopted any Stock Option Plans as of April 30,
2008.
Compensation
of Directors
Because
we are still in the development stage, our directors are not receiving any
compensation other than reimbursement for expenses incurred during their
duties.
Employment
Contracts; Termination of Employment and Change-in-Control
Arrangements
We do not
have employment agreements with any of our employees.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to
Rangeford Resources, Inc. to own more than 5% of the outstanding common stock as
of April 30, 2008, and by the Officers and Directors, individually and as a
group. Except as otherwise indicated, all shares are owned
directly.
Title of Class
|
Name
and Address
of Beneficial Owner
|
Amount
of
Beneficial Ownership
|
Percent
of Class*
|
Common
Stock
|
Frederick
Ziegler
Post
Office Box 1365
8541
North County Road 11
Wellington,
Colorado 80549
|
6,000,000
shares
|
60.00%
|
|
|
|
|
Common
Stock
|
Walker,
Bannister & Dunn, LLC
4412
8
th
Street SW
Vero
Beach, Florida 32968
|
3,400,000
shares
|
34.00%
|
|
|
|
|
TOTALS
|
|
9,400,000
|
94.00%
|
*The
percent of class is based on 10,000,000 shares of common stock issued and
outstanding as of April 30, 2008.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
There are
no promoters being used in relation with this offering, except that under the
definition of promoter in Rule 405 of Regulation C of the Securities Act of
1933, Frederick Ziegler, Sole Officer and Sole Director of Rangeford Resources,
Inc. and Ronald A. Davis are considered promoters with respect to this offering.
No persons who may, in the future, be considered a promoter will receive or
expect to receive assets, services or other consideration from us. No assets
will be or are expected to be acquired from any promoter on behalf of Rangeford
Resources, Inc.. We have not entered into any agreements that require disclosure
to our shareholders.
None of
the following parties has, since the date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
·
The
Officers and Directors;
·
Any
person proposed as a nominee for election as a director;
·
Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;
·
Any
relative or spouse of any of the foregoing persons who have the same house as
such person.
On
December 10, 2007 Rangeford Resources, Inc. issued
6,000,000 shares of Common stock to Frederick Ziegler for $4,100.00 in cash and
services. This value was determined as an arms length transaction
between non-related parties.
On
December 10, 2007 Rangeford Resources, Inc. issued 3,400,000 shares
of Common stock to Walker, Bannister & Dunn, LLC for $7,200 in future
services. This value was determined as an arms length transaction
between non-related parties.
Rangeford
Resources, Inc. issued 100,000 shares of Common stock to Jameson Capital, LLC on
December 10, 2007 for $1,000.00 in exchange for services to be rendered. This
value was determined as an arms length transaction between non-related
parties.
The
Company, on December 10, 2007, issued 500,000 shares of Common stock to Ramsgate
Group, Inc. for $5,000.00 in services to be rendered. This value was determined
as an arms length transaction between non-related parties.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
Our
By-laws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted by the
provisions of Nevada law. Under such provisions, the director, officer,
corporate employee or agent who in his capacity as such is made or threatened to
be made, party to any suit or proceeding, shall be indemnified if it is
determined that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of our
Company. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and persons controlling our
Company pursuant to the foregoing provision, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
It is our
intent to become a reporting company under the Securities Exchange Act of 1934,
as amended, upon the effectiveness of this Prospectus. After the effective date
of this prospectus, we will be required to file annual, quarterly, and current
reports, or other information with the SEC as provided by the Securities
Exchange Act. You may read and copy any reports, statements or other information
we file at the SEC's public reference facility maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20549. You can request copies of these documents,
upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public through the SEC Internet
site at http\\www.sec.gov.
We will
furnish record-holders of our securities with annual reports containing
financial statements, audited and reported upon by our independent auditors,
quarterly reports containing unaudited interim financial information and such
other periodic reports as we determine to be appropriate or as may be required
by law.
You can
also request additional information directly from the Company at Post Office Box
1365, 8541 North Country Road 11, Wellington, Colorado
80549. (970) 218-7080.
RANGEFORD
RESOURCES, INC.
(A
EXPLORATION STAGE COMPANY)
AUDITED
FINANCIAL STATEMENTS
FOR
THE PERIOD OF
DECEMBER
4, 2007 (DATE OF INCEPTION)
TO
APRIL 30, 2008
THE
BLACKWING GROUP, LLC
18921G
E VALLEY VIEW PARKWAY #325
INDEPENDENCE,
MO 64055
TABLE
OF CONTENTS
|
|
Page
|
|
|
|
INDEPENDENT
AUDITOR’S REPORT
|
F1
|
|
|
|
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
F2
|
|
|
|
|
|
|
|
Statement
of Operations
|
F3
|
|
|
|
|
|
|
|
Statement
of Cash Flows
|
F4
|
|
|
|
|
|
|
|
Statement
of Stockholders’ Equity
|
F5
|
|
|
|
|
|
|
|
Notes
to Financial Statements
|
F6
- F12
|
THE
BLACKWING GROUP, LLC
18921G
E VALLEY VIEW PARKWAY #325
INDEPENDENCE,
MO 64055
816-813-0098
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rangeford
Resources, Inc. (An Exploration Stage Enterprise)
8541
North Country Road II
Wellington,
CO 80549
We have
audited the accompanying balance sheet of Rangeford Resources, Inc. (An
Exploration Stage Enterprise) as of April 30, 2008, and the related statements
of income and changes in member’s equity, and cash flows for the period then
ended. 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 my audit 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. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
financial position of Rangeford Resources, Inc. (An Exploration Stage
Enterprise) as of April 30, 2008, and the results of its operations and its cash
flows for the period then ended in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note B to the financial
statements, the Company faces competition from existing companies with
considerably more financial resources and business connections. In the event
that Company fails to meet the anticipated levels of performance there is
significant doubt that the Company will be able to meet the debt obligations
related to the non public offering. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
The
Blackwing Group, LLC
Issuing
Office: Independence, MO
May 23,
2008
RANGEFORD
RESOURCES, INC.
|
|
(AN
EXPLORATION STAGE ENTERPRISE)
|
|
STATEMENT
OF ASSETS AND LIABILITIES
|
|
APRIL
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Current
Assets
|
|
|
|
Cash
and Cash Equivalents
|
|
|
4,100
|
|
Prepaid
Expenses
|
|
|
13,200
|
|
Total
Current Assets
|
|
|
17,300
|
|
|
|
|
|
|
Total
Assets
|
|
|
17,300
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (Note B)
|
|
|
|
|
Common
stock, par value $.001;
|
|
|
-
|
|
75,000,000
shares authorized;
|
|
|
-
|
|
10,000,000
shares issued and outstanding
|
|
|
10,000
|
|
Additional
Paid in Capital
|
|
|
7,300
|
|
Retained
Earnings (Accumulated Deficit)
|
|
|
-
|
|
Total
Stockholders' Equity
|
|
|
17,300
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
|
17,300
|
|
RANGEFORD
RESOURCES, INC.
|
|
(AN
EXPLORATION STAGE ENTERPRISE)
|
|
STATEMENT
OF OPERATIONS
|
|
FOR
THE PERIOD ENDED APRIL 30, 2008
|
|
|
|
|
|
|
|
|
|
Total
Income
|
|
|
-
|
|
|
|
|
|
|
Total
Cost of Sales
|
|
|
-
|
|
|
|
|
|
|
Gross
Margin
|
|
|
-
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
-
|
|
|
|
|
|
|
Per
Share Information:
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) per share - 1,260,000 shares issued
|
|
$
|
-
|
|
|
|
|
|
|
Basic
weighted average number common stock shares outstanding
|
|
|
10,000,000
|
|
|
|
|
|
|
Diluted
weighted average number common stock shares outstanding
|
|
|
10,000,000
|
|