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
 
1311
 
77 -0707050
(State or jurisdiction of incorporation or organization)
 
(Primary Standard Industrial Classification Code Number)
 
(I.R.S. Employer Identification Number)

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.

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):

         
 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
o
Smaller reporting company
x
 
 
CALCULATION OF REGISTRATION FEE

 
Title of each class of securities to be Registered
 
Amount to be registered
 
Proposed maximum offering price per unit (1)
 
Proposed maximum aggregate offering price
 
Amount of registration fee (1)
 
Common Stock, $.001 par value
 
1,000,000
 
$0.125
 
$125,000
 
$4.91
 
 
 
 
(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.
 
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.




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3

 

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





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4

 


TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN PROSPECTUS
PAGE
 
PROSPECTUS SUMMARY
6
Our Business
6
The Offering
6
Selected Financial Data
7
RISK FACTORS
8
USE OF PROCEEDS
17
DETERMINATION OF OFFERING PRICE
17
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
18
SELLING SHAREHOLDERS
18
PLAN OF DISTRIBUTION
19
Section 15(g) of the Exchange Act
20
TERMS OF OFFERING
21
Procedures for Subscribing
21
Right to Reject Subscriptions
21
Offering Period and Expiration Date
21
LEGAL PROCEEDINGS
22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
22
DESCRIPTION OF SECURITIES TO BE SOLD
23
Common Stock
23
Preferred Stock
23
Certain Anti-Takeover Provisions
23
INTERESTS OF NAMED EXPERTS AND COUNSEL
23
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
24
DESCRIPTION OF BUSINESS
24
General
24
Operations
24
Geological and Geophysical
25
Market for Oil and Gas Production
25
Acquisition of Future Leases
25
Competition
25
Research and Development
25
Government Regulation
26 
Transportation and Production
26
Environmental Regulations
27
Company’s Office
28
Employees
28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
29
Overview
29
Controls and Procedures
30
Code of Ethics
30
CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
30
DESCRIPTION OF PROPERTY
30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
30
MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
31
Holders of Common Stock
31
Dividend Policy
31
Securities Authorized for Issuance Under Compensation Plans
31
EXECUTIVE COMPENSATION
32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
32
TRANSACTIONS WITH RELATED PERSONS PROMOTERS AND CERTAIN CONTROL PERSONS
33
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
33
WHERE TO GET MORE INFORMATION
33
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
F1
   
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
35
OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
35
INDEMNIFICATION OF DIRECTORS AND OFFICERS
35
RECENT SALE OF UNREGISTERED SECURITIES
36
 
 
UNDERTAKINGS
38
SIGNATURES
39
 
 
5

 

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.

THE OFFERING
 
 
Common Stock   Up to 1,000,000 shares of common stock may be offered under this prospectus.
     
Common Stock Outstanding    
Common stock outstanding prior to this offering   10,000,000 shares (1)
     
Use of Proceeds  
We will use the proceeds to pay administrative expenses, the implementation of our business plan, and working capital. See “Use of Proceeds.”
     
Plan of Distribution
 
Frederick Ziegler, our sole officer and directors will be selling the shares.  
     
Risk Factors  
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.
 
(1)
Indicates shares of common stock outstanding at April 30, 2008.
 
 
6

 

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.
   
As of
April 30, 2008
 
       
Revenues
 
$
0
 
         
Operating Expenses
 
$
0
 
         
Earnings (Loss)
 
$
0
 
         
Total Assets
 
$
17,300
 
         
Total Liabilities
 
$
0
 
         
Working Capital
 
$
17,300
 
         
Shareholder’s Equity
 
$
17,300
 


 
 
 
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7



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.

 
8

 
 
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:
 
 
·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.
 
 
9

 

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:

 
 
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

 
 
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;

 
 
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;

 
 
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;

 
 
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

 
 
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.
 
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:

 
 
changes in global supply and demand for oil and natural gas;

 
 
the actions of the Organization of Petroleum Exporting Countries (OPEC);

 
 
the price and quantity of imports of foreign oil and natural gas;

 
 
political conditions, including embargoes, in or affecting other oil-producing activity;

 
 
the level of global oil and natural gas exploration and production activity;

 
 
technological advances affecting energy consumption; and

 
 
the price and availability of alternative fuels.
 
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.

 
10

 
 
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:

 
 
delays imposed by or resulting from compliance with regulatory requirements;

 
 
pressure or irregularities in geological formations;

 
 
shortages of or delays in obtaining equipment and qualified personnel;

 
 
equipment failures or accidents;

 
 
adverse weather conditions;

 
 
reductions in oil and natural gas prices;

 
 
title problems; and

 
 
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;

 
 
fires and explosions;

 
 
personal injuries and death; and

 
 
natural disasters.
 
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;

 
 
drilling bonds;

 
 
reports concerning operations;

 
 
the spacing of wells;

 
 
unitization and pooling of properties; and

 
 
taxation.
 
 
11

 
 
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.

 
12

 
 
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;

 
 
litigation;

 
 
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.
 
 
13

 
 
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.
 
 
14

 

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
 
 
15

 

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]
 

 

 

16

 
USE OF PROCEEDS
 
The following shows our anticipated use of proceeds:
 
   
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.
 
 
17

 

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 %


SELLING SHAREHOLDERS

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.

 
18

 

PLAN OF DISTRIBUTION

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.
 
 
19

 

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.
 
 
20

 

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

 

 
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LEGAL PROCEEDINGS
 
We are not involved in any pending litigation, legal proceedings or claims.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
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.
 
 
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DESCRIPTION OF SECURITIES
 
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.

INTEREST OF NAMED EXPERTS AND COUNSEL

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.
 
 
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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.

DESCRIPTION OF BUSINESS
 
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.

 
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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.

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

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 which amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic and crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be re-imposed in the future but when, if ever, such re-imposition might occur and the effect thereof is unknown.
 
The sale of certain categories of natural gas in interstate commerce is subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (“NGPA”). Under the NGPA, a comprehensive set of statutory ceiling prices applies to all first sales of natural gas unless the gas specifically exempt from regulation (i.e., unless the gas is deregulated). Administration and enforcement of the NGPA ceiling prices are delegated to the Federal Energy Regulatory Commission (“FERC”). In June 1986 the FERC issued Order No. 451, which in general is designed to provide a higher NGPA ceiling price for certain vintages of old gas. It is possible, though unlikely, that we may in the future acquire significant amounts of natural gas subject to NGPA price regulations and/or FERC Order No. 451.
 
Our operations are subject to extensive and continually changing regulation because of legislation affecting the oil and natural gas industry is under constant review for amendment and expansion. Many departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the oil and natural gas industry and its individual participants. The failure to comply with such rules and regulations can result in large penalties. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our profitability. However, we do not believe that we are affected in a significantly different way by these regulations than our competitors are affected.
 
Transportation and Production
 
Transportation and Sale of Oil and Natural Gas . We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, FERC regulates:

 
 
the construction of natural gas pipeline facilities, and

 
 
the rates for transportation of these products in interstate commerce.
 
Our possible future sales of natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition, FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry that remain subject to FERC’s jurisdiction. The most notable of these are natural gas transmission companies.
 
FERC’s more recent proposals may affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the complex rules and regulations issued by FERC since 1985 cannot be predicted. In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final decisions. We cannot predict what further action FERC will take on these matters. However, we do not believe that any action taken will affect us much differently than it will affect other natural gas producers, gatherers and marketers with which we might compete.
 
Effective as of January 1, 1995, FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser. We do not believe that these regulations will affect us any differently than other oil producers and marketers with which we compete.

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

 
 
the amounts and types of substances and materials that may be released into the environment,
 
 
the discharge and disposition of waste materials,
 
 
the reclamation and abandonment of wells and facility sites, and
 
 
the remediation of contaminated sites,
 
and require:

 
 
permits for drilling operations,
 
 
drilling bonds, and
 
 
reports concerning operations.
 
Environmental Regulations
 
General . Our operations are affected by the various state, local and federal environmental laws and regulations, including the:

 
 
Clean Air Act,

 
 
Oil Pollution Act of 1990,

 
 
Federal Water Pollution Control Act,

 
 
Resource Conservation and Recovery Act (“RCRA”),

 
 
Toxic Substances Control Act, and

 
 
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).
 
These laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:

 
 
drilling,

 
 
development and production operations,

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

 
 
use of facilities for treating, processing or otherwise handling hydrocarbons and wastes.
 
Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall cost of business. The increased costs cannot be easily determined. Such areas affected include:

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

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

 
 
capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug and abandon inactive well sites and pits.
 
Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on our operations. However, we do not believe that changes to these regulations will have a significant negative 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.

 
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The Clean Air Act requires or will require most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will not have a material adverse effect on our financial condition or results of operations.
 
RCRA is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure to meet such requirements, on a person who is either:

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

 
 
an “owner” or “operator” of a hazardous waste treatment, storage or disposal facility.
 
At present, RCRA includes a statutory exemption that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will not be subject to many of RCRA’s requirements because our operations will probably generate minimal quantities of hazardous wastes.
 
CERCLA, also known as “Superfund,” imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include:

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

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

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

 
 
clean up contaminated property, including contaminated groundwater, or

 
 
perform remedial plugging operations to prevent future contamination.
 
We could also be subject to other damage claims by governmental authorities or third parties related to such contamination.
 
Company’s office
 
Our offices are located at 8541 North Country Road 11, Wellington, Colorado and our telephone number is (970) 218-7080.
 
Employees
 
We are an exploration stage company and have no employees. We conduct our operations through our officer.

 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
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.

 
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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..

Code of Ethics

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.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
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.

 
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MARKET FOR OUR COMMON STOCK
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.

 
31

 

EXECUTIVE COMPENSATION
 
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
 
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.
 
 
32

 

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.
 
WHERE TO GET MORE INFORMATION

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.
 
 
33

 


 






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
 
F1

 

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  
 
 

 
F2

 

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  
 

 
F3

 

RANGEFORD RESOURCES, INC.
 
STATEMENT OF CASH FLOWS
 
FOR THE PERIOD ENDED APRIL 30, 2008
 
       
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
       
Net income
  $ -  
         
Adjustments to reconcile net income to net cash provided by operating activities
       
Depreciation
    -  
Amortization
    -  
(Increase) decrease in:
       
Accounts Receivable
    -  
Prepaid Expenses
    -  
    Net Cash Provided (Used) By Operating Activities
    -  
         
         
CASH FLOWS FROM INVESTING ACTIVITIES
       
         
Fixed Asset Additions
    -  
    Net Cash (Used) By Investing Activities
    -  
         
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
         
Advances from Officer
    -  
Common Stock Issued
    4,100  
    Net Cash (Used) By Financing Activities
    4,100  
         
    NET INCREASE (DECREASE) IN CASH
    4,100  
         
CASH AT BEGINNING OF PERIOD
    -  
         
CASH AT END OF PERIOD
  $ 4,100  
         
Supplemental Information and Non-monetary Transactions:
       
         
Shares Issued for Future Services
  $ 13,200  
         
Taxes Paid
  $ -  

 
F4

 

RANGEFORD RESOURCES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
ACCUMULATED FOR THE PERIOD FROM DATE OF INCEPTION
ON DECEMBER 4, 2007
(Expressed in US Dollars)
                               
                               
Capital Stock Issued
 
Number of
   
Par
   
Additional Paid
   
Deficit
   
Total Stockholders'
 
   
Common Shares
   
Value
   
In Capital
   
Accumulated
   
Equity (Deficit)
 
                               
 - December 4, 2007
    10,000,000       0.001       7,300       -       17,300  
    issue common stock subscribed
                                       
                                         
                                         
                                         
                                         
Net Loss for the period from December 4, 2007 to April 30, 2008
                            -       -  
Balance as of April 30, 2008
    10,000,000       0.001       7,300       -       17,300  
 
F5


RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Rangeford Resources, Inc. (An Exploration Stage Enterprise) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “ Accounting and Reporting by Development State Enterprises.”

Organization, Nature of Business and Trade Name

Rangeford Resources, Inc. (the Company) was incorporated on December 4, 2007 in the State of Nevada. The Company is a start-up 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, which are not in either the development stage or production stage. The Company is an oil and gas company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

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. The Company has not commenced principle operations and is classified as an exploration stage company.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Stockholders’ Equity: Common stock

The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001.  On December 4, 2007, the Company authorized the issuance of 10,000,000 shares of its $.001 par value common stock at $0.00173 per share in consideration of $4,100 in cash. As of April 30, 2008, the shares were issued and outstanding.
 
 
F6

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128, “ Earnings Per Share. ”  The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2008 and since inception.  As of April 30, 2008 and since inception, the Company had 10,000,000 common shares outstanding.  As of April 30, 2008 and since inception, the Company had no dilutive potential common shares.

Accounting for Oil and Gas Producing Activities

The Company uses the successful efforts method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.

Per SEC regulations all registrants engaged in oil and gas exploration and production activities that follow the successful efforts method of accounting should provide the disclosures specified with respect to capitalized exploratory drilling costs pending the determination of proved reserves in filings that include financial reports covering periods ending on or after December 15, 2004. The Company has incurred no such costs for the periods audited.

Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized based on the Company's experience of successful drilling and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values, are depreciated and depleted by the unit-of-production method. Support equipment and other property and equipment are depreciated over their estimated useful lives.

On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income.

Basic Loss Per Share

The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. There are no common stock equivalents outstanding.
 
   
Loss
   
Shares
   
Per Share
 
   
( Numerator )
   
( Denominator )
   
Amount
 
From Inception on December 4 to Period Ended April 30, 2008
  $ 0       10,000,000     $ 0.00  
 
 
F7

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Provision for Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components from Inception on December 4, 2007 to April 30, 2008:

   
2008
 
Deferred tax assets NOL Carryover
  $ 0  
Valuations Allowance
    0  
Net Deferred Tax Asset
  $ 0  


The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations for the periods ended July 31, 2007 and December 31, 2006 due to the following:

   
2008
 
Book Loss
  $ 0  
Common Stock Issued For Services
    0  
Valuation Allowance
    0  
    $ 0  

At April 30, 2008, the Company had no operating loss carry forwards that can be used as an offset against future taxable income. No tax benefit has been reported in the April 30, 2008 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  A change in managements’ estimates or assumptions could have a material impact on Rangeford Resources, Inc.’s financial condition and results of operations during the period in which such changes occurred.

 
F8

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates (continued)

Actual results could differ from those estimates. Rangeford Resources, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Fair Value of Financial Instruments

As at April 30, 2008, the fair value of cash and accounts and advances payable, including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments.

Recently Issued Accounting Pronouncements

 In December 2007, the FASB issued SFAS 160, “Noncontrolling interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years beginning on or after December 15, 2008. Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on its results of operations and financial condition if an election is made to adopt the standard.
 
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.
 
 
F9

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements (continued)

Pursuant to FASB Statement No. 141, Business Combinations (SFAS 141, and its predecessor, APB Opinion No. 16 (APB 16)), goodwill may be recognized in connection with the acquisition of oil and gas exploration and production properties that constitute a business. Rule 4-10(c)(6)(i) of Regulation S-X, applicable to the full cost accounting method, specifies that "sales of oil and gas properties, whether or not being amortized currently, shall be accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center." It goes on to indicate that "a significant alteration would not ordinarily be expected to occur for sales involving less than 25% of the reserve quantities of a given cost center."

None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.

Long-lived Assets-Technology

The Company’s technology is recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Concentration of Risk

Cash – The Company at times may maintain a cash balance in excess of insured limits. At April 30, 2008, the Company has no cash in excess of insured limits.

Revenue Recognition

The Company recognizes oil revenues when pumped and metered by the customer.

Accounts Receivable

Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectibility of specific customer accounts and the aging of the accounts receivables.  If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability  of the amounts  due to us could be  overstated,  which  could have a negative impact on operations.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.
 
 
F10

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

 
Estimated Useful Lives
Office Equipment
5-10 years
Copier
5-7   years
Vehicles
5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.
 
Cost of Goods Sold

Job costs include all direct materials, and labor costs and those indirect costs related to locations, exploration, development and maintenance of properties. Selling, general and administrative costs are charged to expense as incurred.

NOTE B – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  The Company intends to raise additional capital when required to produce crude oil from tar sands.  When and if these activities provide sufficient revenues it would allow it to continue as a going concern. In the interim the Company is working toward raising operating capital through the private placement of its common stock or debt instruments.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.  The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
 
 NOTE C - SIGNIFICANT EVENTS
 
From Inception on December 4, 2007 to April 30, 2008, the Company sold 10,000,000 shares of its common stock at $0.00173 per share.
 
 
F11

 

RANGEFORD RESOURCES, INC. (An Exploration Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF DECEMBER 4, 2007
 TO APRIL 30, 2008

NOTE D - RELATED PARTY TRANSACTIONS

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

NOTE E - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

 
F12

 

OUTSIDE BACK COVER:






1,000,000 Shares

Rangeford Resources, Inc.

$0.001 Par Value No Minimum


Common Stock
$0.125 per Share





PROSPECTUS
, 2008









Dealer Prospectus Delivery Obligation
 
 
Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 






 
34

 

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered. Rangeford has agreed to pay all costs and expenses related to the registration of its common stock. All amounts are estimated.

EDGAR Conversion Fees
  $ 1,000  
Transfer Agent Fees
    1,500  
Accounting and Legal Fees
    4,500  
Securities and Exchange Commission  Fees
    5  
Total Expenses
  $ 7,005  

Indemnification of Directors and Officers.

Our Bylaws 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.

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

 
1
·     a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
·     a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
·     a transaction from which the director derived an improper personal profit; and
·     willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

·     such indemnification is expressly required to be made by law;
·     the proceeding was authorized by our Board of Directors;
·     such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
·     such indemnification is required to be made pursuant to the bylaws.

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


 
35

 

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, Rangeford shall indemnify any director, officer and employee as follows: Every director, officer, or employee of Rangeford shall be indemnified by us against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of Rangeford or is or was serving at the request of Rangeford as a director, officer, employee or agent of Rangeford, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of Rangeford.  Rangeford shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of Rangeford as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

Recent Sale of Unregistered Securities.

During the past three years, Rangeford issued the following unregistered securities in private transactions without registering the securities under the Securities Act:
 
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.

As of the date of this Registration Statement, there were 10,000,000 shares of common stock issued and outstanding being held by four (4) shareholders of record.

At the time of the issuance, all of the above shareholders were in possession of all available material information about us.  On the basis of these facts, Rangeford claims that the issuance of stock to the Rangeford founding shareholders qualify for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.  Rangeford believes that the exemption from registration for these sales under Section 4(2) was available because:

1. The shareholders had fair access to all material information about Rangeford before investing;

2. There was no general advertising or solicitation; and

3. The shares bear a restrictive transfer legend.

On the basis of these facts, we claim that the issuance of stock to our initial shareholders qualifies for the exemption from registration contained in section 4(2) of the Securities Act of 1933.
 
 
36

 

EXHIBITS.

EXHIBIT
NUMBER
DESCRIPTION





 
 
 
 







 
37

 

UNDERTAKINGS

In this Registration Statement, Rangeford is including undertakings required pursuant to Rule 415 of the Securities Act and Rule 430A under the Securities Act.

Under Rule 415 of the Securities Act, the Company is registering securities for an offering to be made on a continuous or delayed basis in the future. The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, Rangeforc includes the following undertakings in this Registration Statement:

The undersigned registrant hereby undertakes to:

(1)          File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement, and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)           That, for determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
 
38

 

(5)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of such issue.

(6)           Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is a part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use


SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Wellington, State of Colorado May 20, 2008.



Rangeford Resources, Inc.
(Registrant)
 
By: ___________________
Frederick Ziegler
President
Chief Executive Officer
(Chief Accounting Officer)
Chief Financial Officer
Secretary-Treasurer
Director
 
 
39



Exhibit 3.1 Articles of Incorporation

ARTICLES OF INCORPORATION
OF
RANGEFORD RESOURCES, INC.

1.               Name of Company:

Rangeford Resources, Inc.

2.               Resident Agent:

The resident agent of the Company is:
Genesis Corporate Development, LLC
 
1500 Cliff Branch Drive
 
Henderson, Nevada 89014

3.               Board of Directors:

The Company shall initially have one director (1) who is Frederick Ziegler, Post Office Box 1365, 8541 North Country Road 11, Wellington, Colorado 80549.  This individual shall serve as director until their successor or successors have been elected and qualified.  The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.

4.               Authorized Shares:

The aggregate number of shares which the corporation shall have authority to issue shall consist of 75,000,000 shares of Common Stock having a $.001 par value.  The Common of the Company may be issued from time to time without prior approval by the stockholders.  The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.  The Board of Directors may issue such shares of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

5.               Preemptive Rights and Assessment of Shares:

Holders of Common Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.

6.               Directors’ and Officers’ Liability

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends.   Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts of omission prior to such repeal or modification.
 
 
 

 

7.               Indemnity

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amount paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation.  Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at all time the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer.

8.               Amendments

Subject at all time to the express provision of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws, and all right conferred upon shareholders are granted subject to this reservation.

9.               Power of Directors

In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:

(a)               Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation;

(b)               To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;

(c)               To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;

(d)               To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

(e)               By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation from time to time by resolution adopted by the Board of Directors.

All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.

IN WITNESS WHEREOF, I hereunder set my hand this December 4, 2007 hereby declaring and certifying that the facts stated herein above are true.

Signature of Incorporator

Name:
Ronald A. Davis
Address:
665 Ashford Place
 
Brentwood, California 94513



Signature:                                     s/  Ronald A. Davis

Certificate of Acceptance of Appointment as Resident Agent, I, Ronald A. Davis, as the Managing Director of Genesis Corporate Development, LLC, hereby accept appointment of Genesis Corporate Development, LLC as the resident agent for the above referenced company.

Signature:                                     s/ Roanld A. Davis
Ronald A. Davis for Genesis Corporate Development, LLC
 





Exhibit 3.2 Bylaws

BY-LAWS
 
OF
 
RANGEFORD RESOURCES, INC.
 

 

 
ARTICLE I
 
OFFICES
 
 
 
Section 1.
PRINCIPAL OFFICE.
 
The principal office for the transaction of business of the corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.
 
 
Section 2.
OTHER OFFICES.
 
Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

 
 
ARTICLE II
 
DIRECTORS - MANAGEMENT
 

 
Section 1.
RESPONSIBILITY OF BOARD OF DIRECTORS.
 
Subject to the provisions of applicable law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
 
 
Section 2.
STANDARD OF CARE.
 
Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
 
 
Section 3.
NUMBER AND QUALIFICATION OF DIRECTORS.
 
The authorized number of Directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. 1. 2
 
 
 

 

Section 4.
ELECTION AND TERM OF OFFICE OF DIRECTORS.
 
Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
 
 
Section 5.
VACANCIES.
 
Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Directors' term of office expires.
 
 
Section 6.
REMOVAL OF DIRECTORS.
 
Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed. 2. 3
 
 
Section 7.
NOTICE, PLACE AND MANNER OF MEETINGS.
 
Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other Officer designated for that purpose.
 
 
Section 8.
ORGANIZATIONAL MEETINGS.
 
The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the Annual Meetings of the Shareholders.
 
 
Section 9.
OTHER REGULAR MEETINGS.
 
Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows: Time of Regular Meeting: 9:00 A.M. Date of Regular Meeting: Last Friday of every month If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.
 
 
 

 

Section 10.
SPECIAL MEETINGS - NOTICES - WAIVERS.
 
Special meetings of the Board may be called at any time by the President or, if he or she is absent or unable or refuses to act, by any Vice President or the Secretary or by any two (2) Directors, or by one (1) Director if only one is provided. At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive officer of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director. When all of the Directors are present at any Directors' meeting, however, called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors is present and if those not present sign 3. 4 a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.
 
 
Section 11.
DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT.
 
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.
 
 
Section 12.
QUORUM.
 
A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.
 
 
Section 13.
NOTICE OF ADJOURNMENT.
 
Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.
 
 
Section 14.
COMPENSATION OF DIRECTORS.
 
Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
 
 
Section 15.
COMMITTEES.
 
Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by applicable law.
 
 
 

 

Section 16.
ADVISORY DIRECTORS.
 
The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to 4. 5 time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.
 
 
Section 17.
RESIGNATIONS.
 
Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
 

 
ARTICLE III OFFICERS
 

 
Section 1.
OFFICERS.
 
The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, or one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person.
 
 
Section 2.
ELECTION.
 
The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve or a successor shall be elected and qualified.
 
 
Section 3.
SUBORDINATE OFFICERS, ETC.
 
The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may from time to time determine.
 
 
Section 4.
REMOVAL AND RESIGNATION OF OFFICERS.
 
Subject to the rights, if any, of any Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an Officer chosen by the Board of Directors by any Officer upon whom such power of removal may be conferred by the Board of Directors. Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that 5. 6 notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.
 
 
Section 5.
VACANCIES.
 
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in the By-Laws for regular appointment to that office.
 
 
 

 

Section 6.
CHAIRMAN OF THE BOARD.
 
The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.
 
 
Section 7.
PRESIDENT/CHIEF EXECUTIVE OFFICER.
 
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
 
 
Section 8.
VICE PRESIDENT.
 
In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
 
 
Section 9.
SECRETARY.
 
The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof. 6. 7 The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
 
 
Section 10.
CHIEF FINANCIAL OFFICER.
 
The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at all reasonable times be open to inspection by any Director. This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
 
 
 

 

ARTICLE IV SHAREHOLDERS' MEETINGS
 

 
Section 1.
PLACE OF MEETINGS.
 
All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.
 
 
Section 2.
ANNUAL MEETINGS.
 
The annual meetings of the Shareholders shall be held, each year, at the time and on the day following: Time of Meeting: 12:00 P.M. Date of Meeting: June 1.  If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.
 
 
Section 3.
SPECIAL MEETINGS.
 
Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting. Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the same manner provided by these By-Laws.
 
 
Section 4.
NOTICE OF MEETINGS - REPORTS.
 
Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder. Such notices or any reports shall be given personally or by mail and shall be sent to the Shareholder's address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of the notice. Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election. If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation is situated, or published at least once in some newspaper of general circulation in the County of said principal office. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of 8. 9 written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof. When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which said adjournment is taken.
 
 
Section 5.
WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.
 
The transactions of any meeting of Shareholders, however called and notice, shall be valid as through had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in applicable law.
 
 
 

 

Section 6.
SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS.
 
Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can be elected by unanimous written consent, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.
 
 
Section 7.
OTHER ACTIONS WITHOUT A MEETING.
 
Unless otherwise provided for under applicable law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all Shareholders entitled to vote have been solicited in writing, (1) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and 9. 10 (2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing. Any Shareholder giving a written consent, or the Shareholder's proxy holders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxy holders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.
 
 
Section 8.
QUORUM.
 
The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified. If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.
 
 
Section 9.
VOTING.
 
Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting. Provided the candidate's name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the Shareholder's votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit. 10. 11 The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.
 
 
 

 

Section 10.
PROXIES.
 
Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of applicable law filed with the Secretary of the corporation.
 
 
Section 11.
ORGANIZATION.
 
The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a Chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.
 
 
Section 12.
INSPECTORS OF ELECTION.
 
In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.
 

 
ARTICLE V CERTIFICATES AND TRANSFER OF SHARES
 

 
Section 1.
CERTIFICATES FOR SHARES.
 
Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder. Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issuance.
 
 
Section 2.
TRANSFER ON THE BOOKS.
 
Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
 
 
 

 

Section 3.
LOST OR DESTROYED CERTIFICATES.
 
Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tender and for the same number of shares as the one alleged to be lost or destroyed.
 

Section 4.
TRANSFER AGENTS AND REGISTRARS.
 
The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.
 
 
Section 5.
CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
 
In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given. The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60 th ) day prior to the date of such other action, whichever is later.
 

 
ARTICLE VI RECORDS - REPORTS - INSPECTION
 

 
Section 1.
RECORDS.
 
The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office as fixed by the Board of Directors from time to time.
 
 
Section 2.
INSPECTION OF BOOKS AND RECORDS.
 
All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided under applicable law.
 
 
Section 3.
CERTIFICATION AND INSPECTION OF BY-LAWS.
 
The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation's principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.
 
 
 

 

Section 4.
CHECK, DRAFTS, ETC.
 
All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors.
 
 
Section 5.
CONTRACT, ETC.—HOW EXECUTED.
 
The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as may be provided under applicable law.
 

 
ARTICLE VII ANNUAL REPORTS
 

 
Section 1.
REPORT TO SHAREHOLDERS, DUE DATE.
 
The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of the Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
 

 
ARTICLE VIII AMENDMENTS TO BY-LAWS
 

 
Section 1.
AMENDMENT BY SHAREHOLDERS.
 
New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Article of Incorporation.
 
 
Section 2.
POWERS OF DIRECTORS.
 
Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations, if any, under law, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.
 
 
Section 3.
RECORD OF AMENDMENTS.
 
Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws 14. 15 with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
 

 
ARTICLE IX CORPORATE SEAL
 
 
 
Section 1.
SEAL.
 
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date and State of incorporation.
 
 
 

 

ARTICLE X MISCELLANEOUS
 
 
 
Section 1.
REPRESENTATION OF SHARES IN OTHER CORPORATIONS.
 
Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or a Assistant Secretary.
 
 
Section 2.
SUBSIDIARY CORPORATIONS.
 
Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.
 
 
Section 3.
INDEMNITY.
 
Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.
 
 
Section 4.
ACCOUNTING YEAR.
 
The accounting year of the corporation shall be fixed by resolution of the Board of Directors.
 
 
Approve and Adopted this 10 th day December 2007.
 
 
/s/ Frederick Ziegler
Frederick Ziegler, SECRETARY
 
 
C ERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of Rangeford Resources , Inc . , and that the foregoing By-Laws, consisting of 10 pages, constitute the code of By-Laws of Rangeford Resources, Inc . , as duly adopted at a regular meeting of the Board of Directors of the corporation held December 10, 2007.


/s/ Frederick Ziegler
Frederick Ziegler, SECRETARY
 






Exhibit 5.1 Legal Opinion with Consent


The Law Office of Timothy S. Orr , PLLC
4328 West Hiawatha Drive, Suite 101
Spokane, Washington 99208
Phone (509) 462-2926
Facsimile (509) 462-2929
____________________
 

June 30, 2008

Board of Directors
Rangeford Resources, Inc.
P.O. Box 1365
8541 N.Country Road 11
Wellington, Colorado 80549

Re:
Opinion and Consent of Counsel with respect to Registration Statement on Form S-1 for Rangeford resoures, Inc., a Nevada Corporation, (the “Company”)

Ladies and Gentleman:


We have been engaged as counsel by the Company for the purpose of supplying this opinion letter, which is to be filed as an Exhibit to the Company’s Registration Statement (the “Registration Statement”) for the proposed registration of 1,000,000 shares of common stock par value $0.001 [“Share(s)”], to be offered to the public at an offering price of $0.125 per Share.

We have in connection with the Company’s request made ourselves familiar with the corporate actions taken and proposed to be taken by the Company in connection with the proposed registration of Shares by existing stockholders and authorization issuance and sale of the Shares by the Company and have made such other legal factual inquiries as we have deemed necessary for the purpose of rending this opinion.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies, the authenticity of the originals of such copied documents, and except with respect to the Company, that all individual executing and delivering such documents were duly authorized to do so.

Based on the forgoing and in reliance thereon, and subject to the qualification and limitations set forth below, we are of the opinion that the Company is duly organized in the State of Nevada, validly existing and in good standing as a corporation under the laws of the State of Nevada.  The 1,000,000 Shares being registered by the Company to be issued have been duly authorized and reserved and when issued upon payment will be validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date hereof, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.
 

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Rangeford Resources, Inc.

 
 

 

The Law Office of Timothy S. Orr , PLLC
4328 West Hiawatha Drive, Suite 101
Spokane, Washington 99208
Phone (509) 462-2926
Facsimile (509) 462-2929
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We hereby consent to the use of our name under the appropriate sections in the Prospectus forming a part of the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement.  In providing this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Security and Exchange Commission.




Very truly yours,


/s/Timothy S. Orr
Timothy S. Orr
Attorney at Law
WSBA # 36256


 

 



Exhibit 14.1 Code of Ethics

Rangeford Resources, Inc.

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Board of Directors on December 10, 2007)


Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures.  It does not cover every issue that may arise but it sets out basic principles to guide all employees of Rangeford Resources, Inc.  (the "Company").  All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.  The code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law.  If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment.  If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1.               Compliance with Laws, Rules and Regulations

Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built.  All employees must respect and obey the laws of the cities, states and countries in which we operate.  Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

2.               Conflicts of Interest

A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company.  A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently.  Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.  Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier.  You are not allowed to work for a competitor as a consultant or board member.   The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors.  Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management.  Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.

3.               Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business.  All non-public information about the Company should be considered confidential information.  To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.
 
 
 

 

4.               Corporate Opportunities

Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors.  No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.

5.               Competition and Fair Dealing

We seek to outperform our competition fairly and honestly.  Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.  Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees.  No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers.  No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations.   Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6.               Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset.  We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind.  Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

7.               Health and Safety

The Company strives to provide each employee with a safe and healthy work environment.  Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.  Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.  The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

8.               Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.  For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately.  If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls.  Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.
 
 
 

 

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood.  This applies equally to e-mail, internal memos and formal reports.  Records should always be retained or destroyed according to the Company’s record retention policies.  In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor.  All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private.  All e-mails are the property of the Company.  No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.

9.               Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations.  Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.  It also includes information that suppliers and customers have entrusted to us.  The obligation to preserve confidential information continues even after employment ends.  In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information.    If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

10.             Protection and Proper Use of Company Assets

All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theft should be immediately reported for investigation.  Company equipment should not be used for non-Company business.

The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information would violate Company policy.  It could also be illegal and result in civil or even criminal penalties.

11.             Payments to Government Personnel

The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.  It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel.  The promise, offer or delivery to an official or employee of the U. S. government of a gist, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense.  State and local governments, as well as foreign governments, may have similar rules.

12.             Waivers of the Code of Business Conduct and Ethics

Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.

13.               Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation.  It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees.  Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.  Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.


 
 

 

14.             Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code.  However, in some situations, it is difficult to know if a violation has occurred.  Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem.  These are steps to keep in mind:

      Make sure you have all the facts .  In order to reach the rights solutions, we must be as fully informed as possible.

      Ask yourself, what specifically am I being asked to do – does it seem unethical or improper ?  This will enable you to focus on the specific question you are faced with, and the alternatives you have.  Use your judgment and common sense; if something seems unethical or improper, it probably is.

      Clarify your responsibility and role .  In most situations, there is shared responsibility.  Are your colleagues informed?  It may help to get others involved and discuss the problem.

      Discuss the problem with your supervisor .  This is the basic guidance for all situations.