Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'Rangeford Resources, Inc. |
Document Type | '10-Q |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001438035 |
Current Fiscal Year End Date | '--03-31 |
Entity Common Stock, Shares Outstanding | 19,745,365 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'No |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Entity Public Float | $0 |
Rangeford_Resources_Inc_Balanc
Rangeford Resources, Inc. - Balance Sheets (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | ||
Current Assets: | ' | ' | ||
Cash | $11,653 | ' | ||
Prepaid expenses, related party | ' | 24,375 | ||
Debt Issuance Cost- net of amortization | 128,560 | ' | ||
TOTAL CURRENT ASSETS | 140,213 | 24,375 | ||
Deposit | 36,557 | 36,557 | ||
Total Assets | 176,770 | 60,932 | ||
Current Liabilities: | ' | ' | ||
Accounts payable | 408,726 | 288,468 | ||
Accrued interest payable | 4,025 | 3,504 | ||
Related party advances and notes payable | 347,082 | 137,015 | ||
TOTAL CURRENT LIABILITIES | 759,833 | 428,987 | ||
Stockholders' Deficit | ' | ' | ||
Series A Convertible Preferred Stock | 182 | [1] | 162 | [1] |
Common Stock | 19,745 | [2] | 18,128 | [2] |
Additional paid-in capital | 3,251,759 | 2,094,910 | ||
Deficit accumulated during the development stage | -3,854,749 | -2,481,255 | ||
Total Stockholders' Deficit | -583,063 | -368,055 | ||
TOTAL LIABILITIES AND EQUITY | $176,770 | $60,932 | ||
[1] | $0.001 par value; stated value $5.00 per share; 3,000,0000 shares authorized; 182,000 and 162,000 shares issued and outstanding at December 31, 2013 and March 31 2013, respectively | |||
[2] | $0.001 par value; 75,000,000 shares authorized; 19,745,365 and 18,102,912 shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Statement of Financial Position | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued | 19,745,365 | 18,102,912 |
Common Stock, Shares Outstanding | 19,745,365 | 18,102,912 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 182,000 | 162,000 |
Preferred Stock, Shares Outstanding | 182,000 | 162,000 |
Rangeford_Resources_Inc_Statem
Rangeford Resources, Inc. - Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 73 Months Ended | 2403 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2212 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
Investor relations | $12,536 | $37,403 | $17,504 | $67,896 | $400 |
Professional fees | 45,119 | 110,223 | 13,337 | 207,613 | 6,405 |
Professional fees, related party | 618,111 | 1,141,967 | 863,390 | 2,617,888 | 601,269 |
General and administrative | 2,544 | 39,222 | 12,182 | 133,914 | 8,141 |
Impairment of deposit | ' | ' | ' | 700,000 | ' |
TOTAL OPERATING EXPENSES | 678,610 | 1,328,815 | 906,413 | 3,727,311 | 616,215 |
Loss from operations | -678,310 | -1,328,815 | -906,413 | -3,727,311 | -616,215 |
OTHER EXPENSE | ' | ' | ' | ' | ' |
Interest expense | 29,897 | 44,679 | 82,094 | 127,438 | 82,094 |
Total other expense | 29,897 | 44,679 | 82,094 | 127,438 | 82,094 |
Loss before income taxes | -708,207 | -1,373,494 | -988,507 | -3,854,749 | -698,309 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net loss | -708,207 | -1,373,494 | -988,507 | -3,854,749 | -698,309 |
Preferred stock dividends | ' | -64,632 | -676,624 | -760,401 | -676,624 |
Net loss attributable to common shareholders | ($708,207) | ($1,438,126) | ($1,665,131) | ($4,679,782) | ($1,374,933) |
Per share information: | ' | ' | ' | ' | ' |
Basic and diluted loss per common share | ($0.04) | ($0.08) | ($0.16) | ' | ($0.13) |
Weighted average shares outstanding | 19,725,875 | 18,722,227 | 10,148,074 | ' | 10,280,385 |
Rangeford_Resources_Inc_Statem1
Rangeford Resources, Inc. - Statements of Cash Flows (USD $) | 9 Months Ended | 73 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | ||||
Cash flows from Operating Activities | ' | ' | ' | |||
Net loss | ($1,373,494) | ($988,507) | ($3,854,749) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | |||
Common stock issued for services | 341,473 | 493,375 | 1,042,899 | |||
Amortization of debt discount | 35,778 | 78,794 | 114,572 | |||
Warrant expense | 544,294 | 248,847 | 1,039,989 | |||
Preferred stock issued for interest expense | 8,381 | ' | 8,381 | |||
Impairment of deposit | ' | ' | 700,000 | |||
Changes in operating assets and liabilities: | ' | ' | ' | |||
Prepaid expenses | 24,375 | -17,500 | ' | |||
Accounts payable | 120,259 | 46,806 | 348,427 | |||
Accrued interest payable | 521 | 3,300 | 4,025 | |||
Net cash used in operating activities | -298,413 | -134,885 | -596,456 | |||
Cash Flows from Investing Activities | ' | ' | ' | |||
Deposit | ' | -500,000 | -600,000 | |||
Net cash used in investing activities | ' | -500,000 | -600,000 | |||
Cash Flows From Financing Activities | ' | ' | ' | |||
Proceeds from related party payable | 310,066 | 100 | 403,716 | |||
Repayments of related party payables | ' | ' | -35,580 | |||
Issuance of Series A preferred stock | ' | 785,000 | 810,000 | |||
Contributed capital | ' | 2,500 | 4,160 | |||
Proceeds from issuance of stock | ' | ' | 25,813 | |||
Net cash provided by financing activities | 310,066 | 787,600 | 1,208,109 | |||
Net (decrease) increase in cash | 11,653 | 152,715 | 11,653 | |||
Cash, Beginning of Period | ' | 200 | ' | |||
Cash, End of Period | 11,653 | 152,915 | 11,653 | |||
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' | |||
Issuance of Series A preferred stock to settle shareholder note payable | 108,381 | ' | 108,381 | |||
Issuance of common stock with debt | 164,338 | [1] | ' | [1] | 164,338 | [1] |
Issuance of common stock for professional and consulting services | ' | [1] | ' | [1] | 13,200 | [1] |
Issuance of shares of common stock with debt | ' | [2] | ' | [2] | 78,794 | [2] |
Issuance of common stock for deposit | ' | [3] | ' | [3] | 36,557 | [3] |
Cash paid directly to third party for deposit | ' | 100,000 | 100,000 | |||
Forgiveness of related party loans | ' | 23,055 | 21,055 | |||
Unpaid issuance costs | ' | ' | 60,300 | |||
Supplemental Cash Flow Information: | ' | ' | ' | |||
Cash paid for interest | ' | ' | ' | |||
Cash paid for income taxes | ' | ' | ' | |||
[1] | Issuance of 1,500,000 shares of common stock with debt | |||||
[2] | Issuance of 275,000 shares of common stock with debt | |||||
[3] | Issuance of 7,400,000 shares of common stock for deposit |
Note_1_Condensed_Financial_Sta
Note 1 - Condensed Financial Statements | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 1 - Condensed Financial Statements | ' |
NOTE 1 – CONDENSED FINANCIAL STATEMENTS | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information, with the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying financial statements at December 31, 2013 and March 31, 2013 and for the three months ended December 31, 2013 and 2012 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Operating results for the three months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the year ending March 31, 2014. |
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 - Going Concern | ' |
NOTE 2 – GOING CONCERN | |
The Company’s financial statements are prepared using generally accepted accounting principles 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note_3_Agreements_To_Purchase_
Note 3 - Agreements To Purchase Oil and Gas Properties | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 3 - Agreements To Purchase Oil and Gas Properties | ' |
NOTE 3 – AGREEMENTS TO PURCHASE OIL AND GAS PROPERTIES | |
Great Northern Energy, Inc. | |
On November 15, 2012, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Great Northern Energy, Inc. (“GNE”), which was later modified through an addendum dated January 25, 2013, to acquire a substantial non-operating working interest in oil assets in East Texas in consideration for a purchase price that includes (a) a cash payment of $3,900,000 in the form of (i) a deposit of $100,000; (ii) a promissory note in the amount of $1,100,000; and (iii) a promissory note in the amount of $2,700,000 and (b) 7,400,000 shares of its restricted common stock. | |
As of September 30, 2013, the Company had transferred a total of $700,000 and issued 7,400,000 shares of common stock to GNE towards the purchase of the oil and gas properties, but the agreement has not been consummated. The $700,000 payment was initially recorded as a long-term deposit on the balance sheet and, subsequently, has been charged to impairment of deposit on the income statement for the year ended March 31, 2013. | |
GNE has returned the stock certificate for 7,400,000 shares, however, GNE did not submit an executed stock power which is required to cancel the GNE shares. The 7,400,000 shares are considered issued and outstanding at December 31, 2013. The deposit of $36,557 recorded on the balance sheet as of December 31, 2013, which is related to the issuance of the 7,400,000 shares of common stock, will be reversed in the period the shares are properly cancelled. | |
On May 20, 2014, we sent a letter to GNE informing them of this determination and seeking to mutually terminate the Agreement. Given the amount of time that has passed since we first entered into negotiations with GNE and the lack of any tangible results as contemplated in the Agreement, in addition to GNE'S failure to uphold certain of its obligations under the Agreement, we determined it would be in our best interest to terminate the Agreement In that letter, we requested that GNE comply with the termination provisions of the Agreement and provide the stock power necessary to cancel the shares and return the $700,000 advanced to them under the terms of the Agreement. Accordingly, once GNE returns the $700,000 and submits the outstanding stock power, we shall immediately consent to and permit the mutual termination of the Agreement. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 4 - Related Party Transactions | ' | ||||||||
NOTE 4 – RELATED PARTY TRANSACTIONS | |||||||||
Harry McMillan is trustee of the C.E. McMillan Family Trust, which Trust serves as the managing member of Fidare Consulting Group, LLC (“Fidare”) and Cicerone Corporate Development, LLC (“Cicerone”). Mr. McMillan is the Trustee for the benefit of his wife, Christy McMillan and their children, and is also a member of each of Fidare and Cicerone. Each of these entities, as well as certain beneficiaries of the Trust, own shares of our common stock and therefore, Mr. McMillan and the Trust may be deemed to beneficially own such shares. Each disclaims beneficial ownership of such shares. | |||||||||
Professional Services | |||||||||
The company recorded professional fees to related parties of $618,111 for the quarter ended December 31, 2013 which are as follows: | |||||||||
For the three | For the nine | ||||||||
months ended | months ended | ||||||||
31-Dec-13 | 31-Dec-13 | ||||||||
Fidare Consulting Group, LLC | Strategic planning | $ 256,055 | $ 468,239 | ||||||
Directors Fees | 10,000 | 89,000 | |||||||
Kevin A. Carreno | Legal | 19,500 | 120,673 | ||||||
Colin Richardson | President | 286,056 | 346,055 | ||||||
Suzie Guthrie | Secretary | 11,500 | 23,000 | ||||||
Steven R. Henson | Former President | 20,000 | 80,000 | ||||||
Bob Harrell | Due Diligence | 15,000 | 15,000 | ||||||
$ 618,111 | $ 1,141,967 | ||||||||
In September 2012, the Company entered into a professional services contract with Fidare to provide consulting services relating to corporate governance, accounting procedures and controls and strategic planning. In accordance with the terms of the original contract, Fidare received monthly compensation of 20,000 common shares per month and warrants to purchase 20,000 common shares with an exercise price equal to the closing sale price of the Company’s common stock on the date of issuance, plus reasonable and necessary expenses. The warrants are exercisable at any time for two years from the date of issuance and may be settled on a net basis. In December 2012, the contract was amended to provide for monthly compensation of $20,000 per month plus warrants to purchase 20,000 common shares on the same terms described above. | |||||||||
The Consulting Agreement with Fidare was terminated on February 28, 2013 with an effective date of April 4, 2013. | |||||||||
On June 26, 2013, the Company entered into a new Consulting Agreement with Fidare to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning In accordance with the terms of the Consulting Agreement, Fidare receives monthly compensation of shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month and 20,000 warrants to purchase common stock, with each warrant having an exercise price equal to the closing sale price of the Common Stock on the date of issue and providing for a cashless or net issue exercise. As of December 31, 2013, 132,878 shares of common stock and 260,000 warrants had been issued to Fidare. As of May 27, 2014, 148,959 shares of common stock and 340,000 warrants and have been issued to Fidare, pursuant to the terms of the contract. The managing member of Fidare is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. | |||||||||
The fair value of each warrant granted was estimated on the date of grant using the Black-Scholes option valuation. Expected volatilities are based on volatilities from the historical trading ranges of the Company’s stock. The expected term of options granted is estimated at the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bill rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options. The key assumptions used in evaluating the warrants and the estimated fair value are as follows: | |||||||||
Grant Date | Warrants issued | Fair Value | Expected Volatility | Expected Dividends | Expected term (in years) | Risk-free rate | Estimated Fair Value Using Black-Scholes Model | ||
30-Sep-12 | 20,000 | $ 29,714 | 249.80% | - | 2 | 0.23% | $ 1.49 | ||
31-Oct-12 | 20,000 | $ 18,667 | 250.80% | - | 2 | 0.30% | $ 0.93 | ||
30-Nov-12 | 20,000 | $ 92,494 | 251.60% | - | 2 | 0.25% | $ 4.62 | ||
31-Dec-12 | 20,000 | $ 129,565 | 252.00% | - | 2 | 0.25% | $ 6.48 | ||
31-Jan-13 | 20,000 | $ 120,711 | 254.70% | - | 2 | 0.27% | $ 6.04 | ||
28-Feb-13 | 20,000 | $ 130,322 | 256.90% | - | 2 | 0.25% | $ 6.52 | ||
31-Mar-13 | 20,000 | $ 22,711 | 256.80% | - | 2 | 0.25% | $ 1.14 | ||
31-Jul-13 | 20,000 | $ 40,096 | 257.10% | - | 2 | 0.31% | $ 2.00 | ||
31-Aug-13 | 20,000 | $ 52,340 | 251.90% | - | 2 | 0.39% | $ 2.62 | ||
30-Sep-13 | 20,000 | $ 59,747 | 248.20% | - | 2 | 0.33% | $ 2.99 | ||
31-Oct-13 | 20,000 | $139,365 | 246.50% | - | 2 | 0.31% | $3.48 | ||
30-Nov-13 | 20,000 | $137,647 | 237.00% | - | 2 | 0.28% | $3.44 | ||
31-Dec-13 | 20,000 | $115,099 | 238.20% | - | 2 | 0.38% | $2.88 | ||
Total | 260,000 | $ 696,367 | |||||||
In December 2012, the Company entered into a Master Services Agreement with IntreOrg Systems, Inc. (“IntreOrg”) to provide third party data aggregation and surveillance of share ownership, purchases, sales and custody by individuals, institutions, broker-dealers, clearing agents, and custodians for a period of one year commencing on December 31, 2012. The annual subscription service is $30,000 plus a one-time set-up fee of $2,500. The agreement renews automatically and remains “evergreen” for succeeding one year terms, unless terminated according to the termination provisions contained in the agreement. The principle owner and CEO/President/Director of IntreOrg was the President and a major stockholder of the Company until October 2013. |
Note_5_Related_Party_Notes_Pay
Note 5 - Related Party Notes Payable and Advances | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 5 - Related Party Notes Payable and Advances | ' |
NOTE 5 – RELATED PARTY NOTES PAYABLE AND ADVANCES | |
On November 1, 2012, the Company entered into a note agreement with a shareholder/director of the Company, pursuant to which the Company borrowed $100,000 from the shareholder which was payable in 60 days with interest at 6% per annum (the “Hadley Note”). Proceeds from the Hadley Note were paid directly to GNE as a deposit to purchase certain oil and gas assets (see Note 3). The Hadley Note was payable in 60 days with interest at 6% per annum. In accordance with the terms of the note, the Company agreed to issue 250,000 shares of unregistered common stock to the shareholder. The shares of unregistered common stock had a relative fair value of approximately $71,631 as of November 1, 2012, which was recorded as additional interest expense over the 60 day term of the note. On September 23, 2013 the Company issued 20,000 shares of its Series A convertible preferred stock to settle the past due outstanding promissory note payable to settle the Hadley Note in full. No gain or loss will be recognized on settlement of the debt because the fair value of the preferred stock issued is equal to the carrying value of the debt. | |
On November 28, 2012, the C. E. McMillan Family Trust advanced the Company $100 to facilitate the opening of a new bank account. The trustee of the C.E. McMillan Family Trust is also the managing member of Fidare Consulting Group, LLC ("Fidare") and Cicerone Corporate Development, LLC ("Cicerone"). The advance had not been repaid as of December 31, 2013. | |
At various times, Cicerone has advanced funds to the Company for operating expenses. During the quarter ended December 31, 2013, Cicerone advanced a total of $177,000. The principal balance owed to Cicerone was $346,982 with accrued interest of $4,025 as of December 31, 2013. The managing member of Cicerone is the C. E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. | |
On September 4, 2013, we received a $750,000 Revolving Credit Note (the "Cicerone Revolving Note") from Cicerone Corporate Development, LLC ("Cicerone") (a related party). The Cicerone Revolving Note matures on February 1, 2015 and bears interest at the rate of LIBOR plus 2.75% per annum, which is payable semi-annually on June 30 and December 31 of each year. We may request advances on the Cicerone Revolving Note in increments of $10,000 at any time prior to the maturity date. If we do not pay the outstanding amount on the maturity date, then the interest rate shall increase to the lesser of 12% or the maximum rate of interest permitted by law. As an inducement to entering into the Cicerone Revolving Note, we issued Cicerone 1,500,000 shares of our common stock (the "Inducement Shares"). The Cicerone Revolving Note contains standard events of default, including nonpayment of the Note or any other liability exceeding $50,000, as well as a change in control or entry into bankruptcy, upon which Cicerone may enforce its rights under the Revolving Note. At the time of entering into the Cicerone Revolving Note, Cicerone had already loaned us approximately $65,100, which amount is included as amount advanced under the Cicerone Revolving Note that must be paid back. As of May 27, 2014, we received a total of approximately $368,114, including the $65,100, in advances under the Cicerone Revolving Note. The managing member of Cicerone is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. | |
We received loans from two of our shareholders totaling $21,055 from inception to June 30, 2012 for the purposes of funding startup operations. These loans were non-interest bearing and due on demand. On June 30, 2012 these loans totaling $21,055 were forgiven by the shareholders and credited to our additional paid in capital account. |
Note_6_Correction_of_An_Error
Note 6 - Correction of An Error | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes | ' | |||||||
Note 6 - Correction of An Error | ' | |||||||
NOTE 6 – CORRECTION OF AN ERROR | ||||||||
During the preparation of this quarterly report, certain errors were identified related to the 2012 comparative period. The errors were primarily related to an overstatement of $198,956 in interest expense as a result of an error in calculating the amount of debt issuance costs in relation to issuance of a note payable which included shares of common stock and an overstatement of professional fees to related parties of $5,972. The combined increase in the net loss for the 2012 year of $23,572 included the effect of the reduction in net loss for the interest expense adjustment of $198,956, the decrease in professional fees to a related party of $5,972, and was offset by an understatement of professional fees to a related party of $228,500 in the previous quarter. Certain items were reclassified for to conform to the current year presentation. Management evaluated this error both quantitatively and qualitatively, and determined that the error was immaterial to the prior year. Pursuant to the SEC SAB Topic 108, the prior period amounts have been corrected in this filing. | ||||||||
The following tables reflect the impact of the error: | ||||||||
Statement of Operations for the quarter ended December 31, 2012: | ||||||||
As reported | Adjustment | As Adjusted | ||||||
Operating expenses | ||||||||
Investor relations | 400 | - | 400 | |||||
Professional fees | 213,245 | (206,841) | 6,405 | |||||
Professional fees-related party | 400,400 | 200,869 | 601,269 | |||||
General and administrative | 8,142 | (1) | 8,141 | |||||
Impairment of deposit | - | - | - | |||||
Total operating expenses | 622,187 | (5,972) | 616,215 | |||||
Loss from operations | (622,187) | 5,972 | (616,215) | |||||
Other expense | ||||||||
Interest expense | 281,050 | (198,956) | 82,094 | |||||
Total other expense | 281,050 | (198,956) | 82,094 | |||||
Loss before income taxes | (903,237) | 204,928 | (698,309) | |||||
Provision for income tax | - | - | - | |||||
Net loss | ($903,237) | $ 204,928 | $ (698,309) | |||||
Preferred stock dividends | - | (676,624) | (676,624) | |||||
Net loss attributable to common shareholders | ($903,237) | ($471,696) | $ (1,374,933) | |||||
Basic and diluted loss per common share | $ (0.09) | (0.04) | (0.13) | |||||
Weighted average shares outstanding | 10,192,754 | 10,280,385 | ||||||
Statement of Cash Flows for the quarter ended December 31, 2012: | ||||||||
As reported | Adjustment | As Adjusted | ||||||
Cash flows from operating activities | ||||||||
Net loss | ($964,935) | ($23,572) | ($988,507) | |||||
Adjustments to reconcile net loss to net cash | ||||||||
used in operating activities: | ||||||||
Common stock issued for services | 797,444 | -304,069 | 493,375 | |||||
Amortization of debt discount | - | 78,794 | 78,794 | |||||
Warrant expense | - | 248,847 | 248,847 | |||||
Preferred stock issued for interest expense | - | - | - | |||||
Impairment of deposit | - | - | - | |||||
Changes in operating assets: | ||||||||
Prepaid expenses | (17,500) | - | (17,500) | |||||
Changes in operating liabilities: | ||||||||
Accounts payable | 47,306 | (500) | 46,806 | |||||
Accrued interest payable | 3,300 | - | 3,300 | |||||
Net cash used in operating activities | ($134,385) | $ (500) | ($134,885) | |||||
Cash flows from investing activities | ||||||||
Deposit | -500,000 | - | -500,000 | |||||
Net cash used in investing activities | -500,000 | - | -500,000 | |||||
Cash flows from financing activities | ||||||||
Proceeds from related party payable | 12,100 | (12,000) | 100 | |||||
Repayments of related party payables | (10,000) | 10,000 | - | |||||
Issuance of Series A preferred stock | 785,000 | - | 785,000 | |||||
Contributed capital | - | 2,500 | 2,500 | |||||
Proceeds from issuance of stock | - | - | - | |||||
Net cash provided by financing activities | $ 787,100 | $ 500 | $ 787,600 | |||||
Net (decrease) increase in cash | 152,715 | - | 152,715 | |||||
Cash at beginning of period | 200 | - | 200 | |||||
Cash at end of period | $ 152,915 | $ - | $ 152,915 | |||||
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 7 - Commitments and Contingencies | ' |
NOTE 7 – COMMITMENTS AND CONTINGENCIES | |
On June 7, 2012, several former shareholders (including the Company’s CEO, Dr. Steven Henson, although not in such capacity) of Sun River Energy, Inc. (“Sun River”) filed a derivative action against Sun River and its management in a case now styled Colin Richardson, et al., derivatively on behalf of Sun River Energy, Inc. v. Sun River Energy, Inc. v. Donald R. Schmidt, Jr., et al., Cause No. DC-12-06318, in the District Court of Dallas County, Texas (the “Derivative Suit”). On January 24, 2013, the Court found the Plaintiffs in the case had shown a probable right to the relief sought at an evidentiary hearing and a likelihood of success on the claims of breach of fiduciary duty, fraudulent transfer and certain defamation claims, and entered a temporary injunction against Sun River and its management (the “Temporary Injunction”). The terms of the Temporary Injunction prevent Sun River, and all officers, directors, agents, servants, attorneys, employees, and all those in active concert or participation, from any performance, claims of default, payments, transfer or other actions with respect to certain notes and mortgages; any payments on those notes based on alleged past due compensation without Board Approval and without providing notice to the parties; entry into contracts by Donal R. Schmidt, Jr. to lease, purchase, or sell Sun River’s interest in its hard rock minerals, coal, oil, timber, gas and or other minerals in Colfax County, New Mexico, without Board Approval and without providing notice to the parties, and any and all issuances of stock or any other compensation, payments, bonuses, gifts or other transfers by Sun River to the Defendants without Board Approval and without providing notice to the parties outside of normal payroll payment activity. On February 7, 2013, Defendants Schmidt et al. filed an Amended Answer, Special Exception, Counterclaim and Original Third Party Petition asserting claims against certain third parties for breach of contract, breach of fiduciary duty, misappropriation of confidential information, and against the Company (as well as others) for conversion, constructive trust and conspiracy and places some of the blame for these alleged actions on Dr. Steven Henson. On January 27, 2014, upon motion made by the Company and other third party defendants in their joint motions for severance of third party claims relief was granted by the district court of Dallas County, Texas and a new suit, styled Sun River, et al. v. the Company, et al. (including the other initial third party defendants) was created (the “Third Party Suit”); however, as of March 31, 2014, Sun River has yet to pay the requisite filing fees and the case has yet to be assigned a cause number. As a result of such severance, the Company is no longer a party to the Derivative Suit. The Derivative Suit case is set for trial on June 9, 2014. Subject, it is understood to a Motion for Continuance. There is no current trial set in the Third Party Suit although the parties to the Third Party Suit have circulated an agreed Scheduling Order setting the Third Party Suit for trial in January 2015; no order setting such trial date has been submitted for the Court’s signature as of this date. In addition, Sun River appealed the decision of temporary injunction in the Derivative Suit and on January 13, 2014, the Appeals Court reversed the temporary injunction in the Derivative Suit on the grounds that the Plaintiffs did not show imminent harm. Plaintiffs in the Derivative Suit have filed a new request for temporary injunction to the Appeals Court seeking new relief. Dr. Steven Henson believes the claims in the Third Party Suit are completely without merit and the Company will defend their respective positions vigorously. | |
On January 15, 2013, Gruber Hurst Johansen Hail Shank LLP ("GHJHS") initiated a lawsuit against Steve Henson, M.D., David K. Henson, Colin Richardson, et al, in the 134th District Court of Dallas County, Cause No. DC-13-00553. GHJHS brought this suit seeking payment for legal representation previously provided to the defendants regarding the Sun River case disclosed above. This case was later assigned to mediation. | |
We have recently become aware of a letter dated December 17, 2012 from Dr. Steven Henson to Michael Farmer, who at time was not a director or officer of Rangeford, with regard to our offering of up to $3,000,000 of our preferred stock in connection with our proposed acquisition of certain properties from Great Northern Energy, Inc. In the letter, Dr. Henson, who at the time was the President and Chairman of the Board of Rangeford, purports to grant a right of rescission to certain investors in the event that we were unable to raise the full amount of funds necessary to acquire the subject properties from Great Northern Energy. This right of rescission was never approved by our Board of Directors and it is our position that Dr. Henson acted without proper authority in providing the letter to Mr. Farmer, as the representative of certain investors. At this point no claim has been made by any of the investors, who invested approximately $300,000 in Rangeford and we have no reason to assume that a claim will ultimately be made. |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 9 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 8 - Subsequent Events | ' |
NOTE 8 – SUBSEQUENT EVENTS | |
On January 27, 2014, the Company issued 33,140 shares valued at $16,570 in partial payment of the company’s cumulative Series A Convertible Preferred stock dividend. | |
On February 25, 2014, the Company issued 30,800 shares to Fidare Consulting Group related to the exercise of 120,000 warrants. | |
For the quarter ended March 31, 2014 the company authorized the issuance of 12,040 shares of common stock valued at $60,000 and 60,000 warrants valued at $227,622 pursuant to the terms of the consulting agreement with Fidare Consulting Group, LLC. | |
For the quarter ended March 31, 2014, the company authorized the issuance of 12,040 shares of common stock valued at $60,000 and 60,000 warrants valued at $227,622 pursuant to the terms of the consulting agreement with Colin Richardson, the president of the company. | |
On April 28, 2014, the Company granted 108,000 options to purchase the Company’s common stock with a three year term and an exercise price of $1.00 pursuant to the terms of the board of director’s agreement with Michael Farmer. The value of the options at April 28th was $427,901. | |
On April 28, 2014, the Company granted 200,000 options to purchase the Company’s common stock with a three year term and an exercise price of $3.00 pursuant to the terms of the board of director’s agreement with Michael Farmer. The value of the options at April 28th was $751,494. | |
On April 30, 2014, the Company issued Mr. Richardson 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $58,897 pursuant to the terms of his Officer Agreement. | |
On April 30, 2014, the Company issued Fidare Consulting Group 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $58,897 pursuant to the terms of its Consulting Agreement. | |
On May 20, 2014, we sent a letter to GNE informing them of this determination and seeking to mutually terminate the Agreement. Given the amount of time that has passed since we first entered into negotiations with GNE and the lack of any tangible results as contemplated in the Agreement, in addition to GNE'S failure to uphold certain of its obligations under the Agreement, we determined it would be in our best interest to terminate the Agreement In that letter, we requested that GNE comply with the termination provisions of the Agreement and provide the stock power necessary to cancel the shares and return the $700,000 advanced to them under the terms of the Agreement. Accordingly, once GNE returns the $700,000 and submits the outstanding stock power, we shall immediately consent to and permit the mutual termination of the Agreement. |
Note_4_Related_Party_Transacti1
Note 4 - Related Party Transactions: Schedule of Related Party Transactions (Tables) | 9 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Related Party Transactions | ' | |||
For the three | For the nine | |||
months ended | months ended | |||
31-Dec-13 | 31-Dec-13 | |||
Fidare Consulting Group, LLC | Strategic planning | $ 256,055 | $ 468,239 | |
Directors Fees | 10,000 | 89,000 | ||
Kevin A. Carreno | Legal | 19,500 | 120,673 | |
Colin Richardson | President | 286,056 | 346,055 | |
Suzie Guthrie | Secretary | 11,500 | 23,000 | |
Steven R. Henson | Former President | 20,000 | 80,000 | |
Bob Harrell | Due Diligence | 15,000 | 15,000 | |
$ 618,111 | $ 1,141,967 |
Note_4_Related_Party_Transacti2
Note 4 - Related Party Transactions: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||
Grant Date | Warrants issued | Fair Value | Expected Volatility | Expected Dividends | Expected term (in years) | Risk-free rate | Estimated Fair Value Using Black-Scholes Model | ||
30-Sep-12 | 20,000 | $ 29,714 | 249.80% | - | 2 | 0.23% | $ 1.49 | ||
31-Oct-12 | 20,000 | $ 18,667 | 250.80% | - | 2 | 0.30% | $ 0.93 | ||
30-Nov-12 | 20,000 | $ 92,494 | 251.60% | - | 2 | 0.25% | $ 4.62 | ||
31-Dec-12 | 20,000 | $ 129,565 | 252.00% | - | 2 | 0.25% | $ 6.48 | ||
31-Jan-13 | 20,000 | $ 120,711 | 254.70% | - | 2 | 0.27% | $ 6.04 | ||
28-Feb-13 | 20,000 | $ 130,322 | 256.90% | - | 2 | 0.25% | $ 6.52 | ||
31-Mar-13 | 20,000 | $ 22,711 | 256.80% | - | 2 | 0.25% | $ 1.14 | ||
31-Jul-13 | 20,000 | $ 40,096 | 257.10% | - | 2 | 0.31% | $ 2.00 | ||
31-Aug-13 | 20,000 | $ 52,340 | 251.90% | - | 2 | 0.39% | $ 2.62 | ||
30-Sep-13 | 20,000 | $ 59,747 | 248.20% | - | 2 | 0.33% | $ 2.99 | ||
31-Oct-13 | 20,000 | $139,365 | 246.50% | - | 2 | 0.31% | $3.48 | ||
30-Nov-13 | 20,000 | $137,647 | 237.00% | - | 2 | 0.28% | $3.44 | ||
31-Dec-13 | 20,000 | $115,099 | 238.20% | - | 2 | 0.38% | $2.88 | ||
Total | 260,000 | $ 696,367 |
Note_6_Correction_of_An_Error_
Note 6 - Correction of An Error: Schedule of Error Corrections and Prior Period Adjustments (Tables) | 9 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Error Corrections and Prior Period Adjustments | ' | ||||||
As reported | Adjustment | As Adjusted | |||||
Operating expenses | |||||||
Investor relations | 400 | - | 400 | ||||
Professional fees | 213,245 | (206,841) | 6,405 | ||||
Professional fees-related party | 400,400 | 200,869 | 601,269 | ||||
General and administrative | 8,142 | (1) | 8,141 | ||||
Impairment of deposit | - | - | - | ||||
Total operating expenses | 622,187 | (5,972) | 616,215 | ||||
Loss from operations | (622,187) | 5,972 | (616,215) | ||||
Other expense | |||||||
Interest expense | 281,050 | (198,956) | 82,094 | ||||
Total other expense | 281,050 | (198,956) | 82,094 | ||||
Loss before income taxes | (903,237) | 204,928 | (698,309) | ||||
Provision for income tax | - | - | - | ||||
Net loss | ($903,237) | $ 204,928 | $ (698,309) | ||||
Preferred stock dividends | - | (676,624) | (676,624) | ||||
Net loss attributable to common shareholders | ($903,237) | ($471,696) | $ (1,374,933) | ||||
Basic and diluted loss per common share | $ (0.09) | (0.04) | (0.13) | ||||
Weighted average shares outstanding | 10,192,754 | 10,280,385 |
Note_6_Correction_of_An_Error_1
Note 6 - Correction of An Error: Schedule of Error Corrections and Prior Period Adjustments Cash Flows Text Block (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Tables/Schedules | ' | |||||||
Schedule of Error Corrections and Prior Period Adjustments Cash Flows Text Block | ' | |||||||
As reported | Adjustment | As Adjusted | ||||||
Cash flows from operating activities | ||||||||
Net loss | ($964,935) | ($23,572) | ($988,507) | |||||
Adjustments to reconcile net loss to net cash | ||||||||
used in operating activities: | ||||||||
Common stock issued for services | 797,444 | -304,069 | 493,375 | |||||
Amortization of debt discount | - | 78,794 | 78,794 | |||||
Warrant expense | - | 248,847 | 248,847 | |||||
Preferred stock issued for interest expense | - | - | - | |||||
Impairment of deposit | - | - | - | |||||
Changes in operating assets: | ||||||||
Prepaid expenses | (17,500) | - | (17,500) | |||||
Changes in operating liabilities: | ||||||||
Accounts payable | 47,306 | (500) | 46,806 | |||||
Accrued interest payable | 3,300 | - | 3,300 | |||||
Net cash used in operating activities | ($134,385) | $ (500) | ($134,885) | |||||
Cash flows from investing activities | ||||||||
Deposit | -500,000 | - | -500,000 | |||||
Net cash used in investing activities | -500,000 | - | -500,000 | |||||
Cash flows from financing activities | ||||||||
Proceeds from related party payable | 12,100 | (12,000) | 100 | |||||
Repayments of related party payables | (10,000) | 10,000 | - | |||||
Issuance of Series A preferred stock | 785,000 | - | 785,000 | |||||
Contributed capital | - | 2,500 | 2,500 | |||||
Proceeds from issuance of stock | - | - | - | |||||
Net cash provided by financing activities | $ 787,100 | $ 500 | $ 787,600 | |||||
Net (decrease) increase in cash | 152,715 | - | 152,715 | |||||
Cash at beginning of period | 200 | - | 200 | |||||
Cash at end of period | $ 152,915 | $ - | $ 152,915 |
Note_3_Agreements_To_Purchase_1
Note 3 - Agreements To Purchase Oil and Gas Properties (Details) (USD $) | Jan. 27, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jan. 25, 2013 |
Great Northern Energy | Great Northern Energy | Great Northern Energy | |||||
Cash Paid for Oil and Gas Properties | ' | ' | ' | ' | ' | ' | $3,900,000 |
Deposit to Acquire Oil and Gas Properties | ' | ' | ' | ' | ' | ' | 100,000 |
Other Notes Payable | ' | ' | ' | ' | ' | ' | 1,100,000 |
Other Notes Payable, Current | ' | ' | ' | ' | ' | ' | 2,700,000 |
Restricted Common Stock | ' | ' | ' | ' | ' | ' | 7,400,000 |
Impairment of Deposit | ' | ' | 700,000 | ' | ' | ' | ' |
Common Stock, Shares Issued | 33,140 | 19,745,365 | ' | 18,102,912 | ' | 7,400,000 | ' |
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | 7,400,000 | ' | ' |
Deposit | ' | $36,557 | ' | $36,557 | $36,557 | ' | ' |
Note_4_Related_Party_Transacti3
Note 4 - Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 73 Months Ended | 2403 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2212 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Directors | Directors | Kevin A. Carreno | Kevin A. Carreno | Colin Richardson | Colin Richardson | Suzie Guthrie | Suzie Guthrie | Steven R. Henson | Steven R. Henson | Bob Harrell | ||||||
Professional fees | $45,119 | $110,223 | $13,337 | $207,613 | $6,405 | $256,055 | $468,239 | $10,000 | $89,000 | $19,500 | $120,673 | $286,056 | $346,055 | $11,500 | $23,000 | $20,000 | $80,000 | $15,000 |
Note_4_Related_Party_Transacti4
Note 4 - Related Party Transactions (Details) (USD $) | 27-May-14 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 26, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 |
Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | IntreOrg Systems, Inc. | |||||||||||||||
Share Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' |
Warrants Issued as Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 20,000 | 20,000 | ' |
Shares, Issued | 148,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 132,878 | ' | ' | ' | ' | ' |
Warrants Issued | ' | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ' | 260,000 | ' | ' | ' | ' |
Subscription Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 |
Set Up Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500 |
Note_4_Related_Party_Transacti5
Note 4 - Related Party Transactions: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $) | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2012 |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 |
Equity, Fair Value Disclosure | $115,099 | $137,647 | $139,365 | $59,747 | $52,340 | $40,096 | $22,711 | $130,322 | $120,711 | $129,565 | $92,494 | $18,667 | $29,714 |
Long-Duration Contracts, Assumptions by Product and Guarantee, Volatility Rate | 238.20% | 237.00% | 246.50% | 248.20% | 251.90% | 257.10% | 256.80% | 256.90% | 254.70% | 252.00% | 251.60% | 250.80% | 249.80% |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
Debt Instrument, Interest Rate, Stated Percentage | 0.38% | 0.28% | 0.31% | 0.33% | 0.39% | 0.31% | 0.25% | 0.25% | 0.27% | 0.25% | 0.25% | 0.30% | 0.23% |
Estimated Fair Value | $2.88 | $3.44 | $3.48 | $2.99 | $2.62 | $2 | $1.14 | $6.52 | $6.04 | $6.48 | $4.62 | $0.93 | $1.49 |
Note_5_Related_Party_Notes_Pay1
Note 5 - Related Party Notes Payable and Advances (Details) (USD $) | 27-May-14 | Jan. 27, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Nov. 01, 2012 | Nov. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 04, 2013 | Jun. 30, 2012 | ||
Hadley Note | CE Trust | Cicerone | Cicerone Revolving Note | Cicerone Revolving Note | Two Shareholders | |||||||
Due to Related Parties, Current | $368,114 | ' | ' | ' | $100,000 | $100 | $177,000 | $65,100 | ' | $21,055 | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ||
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ||
Common Stock | ' | 16,570 | 19,745 | [1] | 18,128 | [1] | 71,631 | ' | ' | ' | ' | ' |
Investment Owned, Balance, Principal Amount | ' | ' | ' | ' | ' | ' | 346,982 | ' | ' | ' | ||
Accrued interest payable | ' | ' | 4,025 | 3,504 | ' | ' | 4,025 | ' | ' | ' | ||
Loans and Leases Receivable, Gross, Consumer, Revolving, Other | ' | ' | ' | ' | ' | ' | ' | 10,000 | 750,000 | ' | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | 12.00% | 2.75% | ' | ||
Common Stock, Shares Issued | ' | 33,140 | 19,745,365 | 18,102,912 | ' | ' | ' | 1,500,000 | ' | ' | ||
Other Liabilities | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ||
Additional paid-in capital | ' | ' | $3,251,759 | $2,094,910 | ' | ' | ' | ' | ' | $21,055 | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,745,365 and 18,102,912 shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively |
Note_6_Correction_of_An_Error_2
Note 6 - Correction of An Error (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2012 | |
Details | ' | ' |
Overstatement Interest Expense | $198,956 | ' |
Decrease in Professional Services | 5,972 | ' |
Increase in Net Loss | ' | 23,572 |
Interest Expense Adjustment | ' | 198,956 |
Decrease in Professional Fess, Related Party | ' | 5,972 |
Understatement of Professional Fess, Related Party | ' | $228,500 |
Note_6_Correction_of_An_Error_3
Note 6 - Correction of An Error: Schedule of Error Corrections and Prior Period Adjustments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 73 Months Ended | 2403 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2212 | |
Investor relations | $12,536 | $37,403 | $17,504 | $67,896 | $400 |
Professional fees | 45,119 | 110,223 | 13,337 | 207,613 | 6,405 |
Professional fees, related party | 618,111 | 1,141,967 | 863,390 | 2,617,888 | 601,269 |
General and administrative | 2,544 | 39,222 | 12,182 | 133,914 | 8,141 |
Impairment of deposit | ' | ' | ' | 700,000 | ' |
Total other expense | 678,610 | 1,328,815 | 906,413 | 3,727,311 | 616,215 |
Loss from operations | -678,310 | -1,328,815 | -906,413 | -3,727,311 | -616,215 |
Interest expense | 29,897 | 44,679 | 82,094 | 127,438 | 82,094 |
Total other expense | 29,897 | 44,679 | 82,094 | 127,438 | 82,094 |
Loss before income taxes | -708,207 | -1,373,494 | -988,507 | -3,854,749 | -698,309 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net loss | -708,207 | -1,373,494 | -988,507 | -3,854,749 | -698,309 |
Preferred stock dividends | ' | -64,632 | -676,624 | -760,401 | -676,624 |
Net loss attributable to common shareholders | -708,207 | -1,438,126 | -1,665,131 | -4,679,782 | -1,374,933 |
Basic and diluted loss per common share | ($0.04) | ($0.08) | ($0.16) | ' | ($0.13) |
Weighted average shares outstanding | 19,725,875 | 18,722,227 | 10,148,074 | ' | 10,280,385 |
As Reported | ' | ' | ' | ' | ' |
Investor relations | 400 | ' | ' | ' | ' |
Professional fees | 213,245 | ' | ' | ' | ' |
Professional fees, related party | 400,400 | ' | ' | ' | ' |
General and administrative | 8,142 | ' | ' | ' | ' |
Total other expense | 622,187 | ' | ' | ' | ' |
Loss from operations | -622,187 | ' | ' | ' | ' |
Interest expense | 281,050 | ' | ' | ' | ' |
Total other expense | 281,050 | ' | ' | ' | ' |
Loss before income taxes | -903,237 | ' | ' | ' | ' |
Net loss | -903,237 | ' | ' | ' | ' |
Net loss attributable to common shareholders | -903,237 | ' | ' | ' | ' |
Basic and diluted loss per common share | ($0.09) | ' | ' | ' | ' |
Weighted average shares outstanding | 10,192,754 | ' | ' | ' | ' |
As Adjusted | ' | ' | ' | ' | ' |
Investor relations | 400 | ' | ' | ' | ' |
Professional fees | 6,405 | ' | ' | ' | ' |
Professional fees, related party | 601,269 | ' | ' | ' | ' |
General and administrative | 8,141 | ' | ' | ' | ' |
Total other expense | 616,215 | ' | ' | ' | ' |
Loss from operations | -616,215 | ' | ' | ' | ' |
Interest expense | 82,094 | ' | ' | ' | ' |
Total other expense | 82,094 | ' | ' | ' | ' |
Loss before income taxes | -698,309 | ' | ' | ' | ' |
Net loss | -698,309 | ' | ' | ' | ' |
Preferred stock dividends | -676,624 | ' | ' | ' | ' |
Net loss attributable to common shareholders | -1,374,933 | ' | ' | ' | ' |
Basic and diluted loss per common share | ($0.13) | ' | ' | ' | ' |
Weighted average shares outstanding | 10,280,385 | ' | ' | ' | ' |
Adjustment | ' | ' | ' | ' | ' |
Professional fees | -206,841 | ' | ' | ' | ' |
Professional fees, related party | 200,869 | ' | ' | ' | ' |
General and administrative | -1 | ' | ' | ' | ' |
Total other expense | -5,972 | ' | ' | ' | ' |
Loss from operations | 5,972 | ' | ' | ' | ' |
Interest expense | -198,956 | ' | ' | ' | ' |
Total other expense | -198,956 | ' | ' | ' | ' |
Loss before income taxes | 204,928 | ' | ' | ' | ' |
Net loss | 204,928 | ' | ' | ' | ' |
Preferred stock dividends | -676,624 | ' | ' | ' | ' |
Net loss attributable to common shareholders | ($471,696) | ' | ' | ' | ' |
Basic and diluted loss per common share | ($0.04) | ' | ' | ' | ' |
Note_6_Correction_of_An_Error_4
Note 6 - Correction of An Error: Schedule of Error Corrections and Prior Period Adjustments Cash Flows Text Block (Details) (USD $) | 3 Months Ended | 9 Months Ended | 73 Months Ended | 2403 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2212 | Mar. 31, 2012 | |
Net loss | ($708,207) | ($1,373,494) | ($988,507) | ($3,854,749) | ($698,309) | ' |
Common stock issued for services | ' | 341,473 | 493,375 | 1,042,899 | ' | ' |
Amortization of debt discount | ' | 35,778 | 78,794 | 114,572 | ' | ' |
Warrant expense | ' | 544,294 | 248,847 | 1,039,989 | ' | ' |
Preferred stock issued for interest expense | ' | 8,381 | ' | 8,381 | ' | ' |
Impairment of deposit | ' | ' | ' | 700,000 | ' | ' |
Prepaid expenses | ' | 24,375 | -17,500 | ' | ' | ' |
Accounts payable | ' | 120,259 | 46,806 | 348,427 | ' | ' |
Accrued interest payable | ' | 521 | 3,300 | 4,025 | ' | ' |
Net cash used in operating activities | ' | -298,413 | -134,885 | -596,456 | ' | ' |
Deposit | ' | ' | -500,000 | -600,000 | ' | ' |
Net cash used in investing activities | ' | ' | -500,000 | -600,000 | ' | ' |
Proceeds from related party payable | ' | 310,066 | 100 | 403,716 | ' | ' |
Repayments of related party payables | ' | ' | ' | -35,580 | ' | ' |
Issuance of Series A preferred stock to settle shareholder note payable | ' | 108,381 | ' | 108,381 | ' | ' |
Contributed capital | ' | ' | 2,500 | 4,160 | ' | ' |
Proceeds from issuance of stock | ' | ' | ' | 25,813 | ' | ' |
Net cash provided by financing activities | ' | 310,066 | 787,600 | 1,208,109 | ' | ' |
Net (decrease) increase in cash | ' | 11,653 | 152,715 | 11,653 | ' | ' |
Cash, Beginning of Period | 11,653 | 11,653 | 152,915 | 11,653 | ' | 200 |
As Reported | ' | ' | ' | ' | ' | ' |
Net loss | -964,935 | ' | ' | ' | ' | ' |
Common stock issued for services | 797,444 | ' | ' | ' | ' | ' |
Prepaid expenses | -17,500 | ' | ' | ' | ' | ' |
Accounts payable | 47,306 | ' | ' | ' | ' | ' |
Accrued interest payable | 3,300 | ' | ' | ' | ' | ' |
Net cash used in operating activities | -134,385 | ' | ' | ' | ' | ' |
Deposit | -500,000 | ' | ' | ' | ' | ' |
Net cash used in investing activities | -500,000 | ' | ' | ' | ' | ' |
Proceeds from related party payable | 12,100 | ' | ' | ' | ' | ' |
Repayments of related party payables | -10,000 | ' | ' | ' | ' | ' |
Issuance of Series A preferred stock to settle shareholder note payable | 785,000 | ' | ' | ' | ' | ' |
Net cash provided by financing activities | 787,100 | ' | ' | ' | ' | ' |
Net (decrease) increase in cash | 152,715 | ' | ' | ' | ' | ' |
Cash, Beginning of Period | 200 | 200 | ' | 200 | ' | ' |
Cash Equivalents, at Carrying Value | 152,915 | 152,915 | ' | 152,915 | ' | ' |
Adjustment | ' | ' | ' | ' | ' | ' |
Net loss | -23,572 | ' | ' | ' | ' | ' |
Common stock issued for services | -304,069 | ' | ' | ' | ' | ' |
Amortization of debt discount | 78,794 | ' | ' | ' | ' | ' |
Warrant expense | 248,847 | ' | ' | ' | ' | ' |
Accounts payable | -500 | ' | ' | ' | ' | ' |
Net cash used in operating activities | -500 | ' | ' | ' | ' | ' |
Proceeds from related party payable | -12,000 | ' | ' | ' | ' | ' |
Repayments of related party payables | 10,000 | ' | ' | ' | ' | ' |
Contributed capital | 2,500 | ' | ' | ' | ' | ' |
Net cash provided by financing activities | 500 | ' | ' | ' | ' | ' |
As Adjusted | ' | ' | ' | ' | ' | ' |
Net loss | -988,507 | ' | ' | ' | ' | ' |
Common stock issued for services | 493,375 | ' | ' | ' | ' | ' |
Amortization of debt discount | 78,794 | ' | ' | ' | ' | ' |
Warrant expense | 248,847 | ' | ' | ' | ' | ' |
Prepaid expenses | -17,500 | ' | ' | ' | ' | ' |
Accounts payable | 46,806 | ' | ' | ' | ' | ' |
Accrued interest payable | 3,300 | ' | ' | ' | ' | ' |
Net cash used in operating activities | -134,885 | ' | ' | ' | ' | ' |
Deposit | -500,000 | ' | ' | ' | ' | ' |
Net cash used in investing activities | -500,000 | ' | ' | ' | ' | ' |
Proceeds from related party payable | 100 | ' | ' | ' | ' | ' |
Issuance of Series A preferred stock to settle shareholder note payable | 785,000 | ' | ' | ' | ' | ' |
Contributed capital | 2,500 | ' | ' | ' | ' | ' |
Net cash provided by financing activities | 787,600 | ' | ' | ' | ' | ' |
Net (decrease) increase in cash | 152,715 | ' | ' | ' | ' | ' |
Cash, Beginning of Period | 200 | 200 | ' | 200 | ' | ' |
Cash Equivalents, at Carrying Value | $152,915 | $152,915 | ' | $152,915 | ' | ' |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) (USD $) | Jan. 27, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Mar. 31, 2014 | Apr. 30, 2014 | Feb. 25, 2014 | Mar. 31, 2014 | Apr. 30, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | ||
Fidare Consulting Group | Fidare Consulting Group | Fidare Consulting Group | Colin Richardson | Colin Richardson | Michael Farmer 1 | Michael Farmer | |||||||||||||||||
Common Stock, Shares Issued | 33,140 | 19,745,365 | ' | ' | ' | ' | ' | 18,102,912 | ' | ' | ' | ' | ' | ' | ' | 5,000 | 30,800 | ' | 5,000 | ' | ' | ||
Common Stock | $16,570 | $19,745 | [1] | ' | ' | ' | ' | ' | $18,128 | [1] | ' | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' |
Warrant Exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ||
Authorized Shares to be Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,040 | ' | ' | 12,040 | ' | ' | ' | ||
Common Stock Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | 60,000 | ' | ' | ' | ||
Warrants Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | 60,000 | ' | ' | ' | ||
Warrants Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227,622 | ' | ' | 227,622 | ' | ' | ' | ||
Shares held in Employee Stock Option Plan, Suspense Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,000 | ' | ||
Options Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $3 | ||
Fair Value, Option, Disclosures Related to Election, Items Existing at Effective Date, Investment in Federal Home Loan Bank Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,901 | 751,494 | ||
Options Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ||
Warrants Issued | ' | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ' | 20,000 | ' | ' | 20,000 | ' | ' | ||
Warrant Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $58,897 | ' | ' | $58,897 | ' | ' | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,745,365 and 18,102,912 shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively |