Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'Rangeford Resources, Inc. |
Document Type | '10-K |
Document Period End Date | 31-Mar-14 |
Amendment Flag | 'true |
Entity Central Index Key | '0001438035 |
Current Fiscal Year End Date | '--03-31 |
Entity Common Stock, Shares Outstanding | 19,833,385 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'FY |
Entity Public Float | $0 |
Amendment Description | 'Rangeford Resources, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended March 31, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on July 15, 2014 (the “Original Filing Date”), to: (i) revise Note 4 – Shareholders’ Equity and Note 7 – Related Party Transactions of Item 8. Financial Statements to streamline and summarize the Company’s warrant activity; (ii) furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T; and (iii) provide other minor clean-up revisions we noticed since filing the Form 10-K. Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL;No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K. In light of the reasons for this Amendment, we decided to re-file the Form 10-K in its entirety, rather than just specific sections that contain any revisions. Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
Rangeford_Resources_Inc_Balanc
Rangeford Resources, Inc. - Balance Sheets (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | ||
Current Assets: | ' | ' | ||
Cash | $173 | ' | ||
Prepaid expenses, related party | ' | 24,375 | ||
Debt Issuance Cost- net of amortization | 101,271 | ' | ||
TOTAL CURRENT ASSETS | 101,444 | 24,375 | ||
Deposit | 36,557 | [1] | 36,557 | [1] |
Total Assets | 138,001 | 60,932 | ||
Current Liabilities: | ' | ' | ||
Accounts payable | 546,047 | 288,468 | ||
Accrued interest payable | 6,872 | 3,504 | ||
Related party advances and notes payable | 369,226 | 137,015 | ||
TOTAL CURRENT LIABILITIES | 921,145 | 428,987 | ||
Stockholders' Deficit | ' | ' | ||
Series A Convertible Preferred Stock | 182 | [2] | 162 | [2] |
Common Stock | 19,833 | [3] | 18,128 | [3] |
Additional paid-in capital | 3,826,914 | 2,094,910 | ||
Deficit accumulated during the development stage | -4,630,073 | -2,481,255 | ||
Total Stockholders' Deficit | -783,144 | -368,055 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $138,001 | $60,932 | ||
[1] | See Note 3 | |||
[2] | $0.001 par value; stated value $5.00 per share; 3,000,0000 shares authorized; 182,000 and 162,000 shares issued and outstanding, respectively. | |||
[3] | $0.001 par value; 75,000,000 shares authorized; 19,833,385 and 18,102,912 shares issued and outstanding, respectively. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Mar. 31, 2014 | 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 | 19,833,385 | 18,102,912 |
Common Stock, Shares Outstanding | 19,833,385 | 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 $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
OPERATING EXPENSES | ' | ' |
Investor relations | $2,797 | $30,494 |
Professional fees | 218,487 | 67,103 |
Professional fees, related party | 1,753,210 | 1,506,209 |
General and administrative | 99,509 | 30,273 |
Impairment of deposit | ' | 700,000 |
TOTAL OPERATING EXPENSES | 2,074,002 | 2,334,079 |
Loss from operations | -2,074,002 | -2,334,079 |
OTHER EXPENSE | ' | ' |
Interest expense | 74,816 | 82,598 |
Total other expense | 74,816 | 82,598 |
Loss before income taxes | -2,148,818 | -2,416,677 |
Provision for income taxes | ' | ' |
Net loss | -2,148,818 | -2,416,677 |
Preferred stock dividends | -64,632 | -695,769 |
Net loss attributable to common shareholders | ($2,213,450) | ($3,112,446) |
Per share information: | ' | ' |
Basic and diluted loss per common share | ($0.12) | ($0.27) |
Weighted average shares outstanding | 18,983,839 | 11,480,247 |
Rangeford_Resources_Inc_Consol
Rangeford Resources, Inc. - Consolidated Statement of Stockholders' Equity (USD $) | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, Value at Mar. 31, 2012 | ' | $10,082 | $30,131 | ($64,578) | ($24,365) |
Balance, Shares at Mar. 31, 2012 | ' | 10,081,700 | ' | ' | ' |
Series A Convertible Preferred Stock, Value | 162 | ' | 749,538 | ' | 749,700 |
Series A Convertible Preferred Stock, Shares | 162,000 | ' | ' | ' | ' |
Common stock issued for acquisition, Value | ' | 7,400 | 29,157 | ' | 36,557 |
Common stock issued for services, Value | ' | 371 | 687,855 | ' | 688,226 |
Common stock issued for services, Shares | ' | 371,212 | ' | ' | ' |
Common stock issued with debt, Value | ' | 275 | 78,519 | ' | 78,794 |
Common stock issued with debt, Shares | ' | 275,000 | ' | ' | ' |
Warrant expense | ' | ' | 495,695 | ' | 495,695 |
Contributed capital from debt forgiveness | ' | ' | 21,055 | ' | 21,055 |
Beneficial Conversion feature on Preferred Stock | ' | ' | 695,769 | ' | 695,769 |
Deemed dividend due to amortization of Beneficial Conversion Feature on Preferred Stock | ' | ' | -695,769 | ' | -695,769 |
Contributed Capital, Value | ' | ' | 2,960 | ' | 2,960 |
Net loss | ' | ' | ' | -2,416,677 | -2,416,677 |
Balance, Value at Mar. 31, 2013 | 162 | 18,128 | 2,094,910 | -2,481,255 | -368,055 |
Balance, Shares at Mar. 31, 2013 | 162,000 | 18,127,912 | ' | ' | ' |
Series A Convertible Preferred Stock, Value | 20 | ' | 108,361 | ' | 108,381 |
Series A Convertible Preferred Stock, Shares | 20,000 | ' | ' | ' | ' |
Common stock issued for services, Value | ' | 113 | 461,360 | ' | 461,473 |
Common stock issued for services, Shares | ' | 113,177 | ' | ' | ' |
Common stock issued with debt, Value | ' | 1,500 | 162,838 | ' | 164,338 |
Common stock issued with debt, Shares | ' | 1,500,000 | ' | ' | ' |
Warrant expense | ' | ' | 999,537 | ' | 999,537 |
Beneficial Conversion feature on Preferred Stock | ' | ' | 64,632 | ' | 64,632 |
Deemed dividend due to amortization of Beneficial Conversion Feature on Preferred Stock | ' | ' | -64,632 | ' | -64,632 |
Net loss | ' | ' | ' | -2,148,818 | -2,148,818 |
Common stock issued for preferred stock dividend, Value | ' | 33 | 16,537 | ' | 16,570 |
Common stock issued for preferred stock dividend, Shares | ' | 33,140 | ' | ' | ' |
Series A Convertible Preferred Stock dividends paid | ' | ' | -16,570 | ' | -16,570 |
Common stock issued for net exercise of warrants, Value | ' | 59 | -59 | ' | ' |
Common stock issued for net exercise of warrants, Shares | ' | 59,156 | ' | ' | ' |
Balance, Value at Mar. 31, 2014 | $182 | $19,833 | $3,826,914 | ($4,630,073) | ($783,144) |
Balance, Shares at Mar. 31, 2014 | 182,000 | 19,833,385 | ' | ' | ' |
Rangeford_Resources_Inc_Statem1
Rangeford Resources, Inc. - Statements of Cash Flows (USD $) | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Cash flows from Operating Activities | ' | ' | ||
Net loss | ($2,148,818) | ($2,416,677) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ||
Common stock issued for services | 461,473 | 688,226 | ||
Amortization of debt discount | 63,067 | 78,794 | ||
Warrant expense | 999,537 | 495,695 | ||
Preferred stock issued for interest expense | 8,381 | ' | ||
Impairment of deposit | ' | 700,000 | ||
Changes in operating assets and liabilities: | ' | ' | ||
Prepaid expenses | 24,375 | -24,375 | ||
Accounts payable | 257,579 | 224,818 | ||
Accrued interest payable | 3,368 | 3,344 | ||
Net cash used in operating activities | -331,038 | -250,175 | ||
Cash Flows from Investing Activities | ' | ' | ||
Deposit | ' | -600,000 | ||
Net cash used in investing activities | ' | -600,000 | ||
Cash Flows From Financing Activities | ' | ' | ||
Proceeds from related party payable | 331,211 | 71,095 | ||
Repayments of related party payables | ' | -34,080 | ||
Issuance of Series A preferred stock | ' | 810,000 | ||
Contributed capital | ' | 2,960 | ||
Net cash provided by financing activities | 331,211 | 849,975 | ||
Net (decrease) increase in cash | 173 | -200 | ||
Cash, Beginning of Period | ' | 200 | ||
Cash, End of Period | 173 | ' | ||
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ||
Issuance of Series A preferred stock to settle shareholder note payable | 108,381 | ' | ||
Issuance of common stock with debt | 164,338 | [1] | ' | [1] |
Issuance of common stock for preferred stock dividend | 16,570 | [2] | ' | [2] |
Issuance of common stock for professional and consulting services | ' | [3] | ' | [3] |
Issuance of shares of common stock with debt | ' | [4] | 78,794 | [4] |
Issuance of common stock for deposit | ' | [5] | 36,557 | [5] |
Cash paid directly to third party for deposit | ' | 100,000 | ||
Forgiveness of related party loans | ' | 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 33,140 shares of common stock for preferred stock dividend | |||
[3] | Issuance of 7,630,058 shares of common stock for professional and consulting services | |||
[4] | Issuance of 275,000 shares of common stock with debt | |||
[5] | Issuance of 7,400,000 shares of common stock for deposit |
Note_1_Nature_of_Business
Note 1 - Nature of Business | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 1 - Nature of Business | ' |
Note 1 - Nature of Business | |
Rangeford Resources, Inc. (the Company) was incorporated on December 4, 2007 in the State of Nevada. The Company was organized under the laws of the State of Nevada on December 4, 2007 for the purpose of purchasing, developing and operating oil and gas leases. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 2 - Significant Accounting Policies | ' |
Note 2 - Significant Accounting Policies | |
Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash | |
Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. | |
Income taxes | |
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. | |
Fair Value of Financial Instruments | |
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2014 and 2013. | |
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |
Level 1. Observable inputs such as quoted prices in active markets; | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | |
The Company does not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at March 31, 2014 and 2013. | |
Impairment of Long-Lived Assets | |
The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amounts of the assets to future net cash flows expected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets based on estimated future cash flows. No impairment charges were recorded for the year ended March 31, 2014. The Company recorded an impairment charge of $700,000 for a deposit in the year ended March 31, 2013. | |
Earnings Per Share Information | |
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. | |
Share Based Expenses | |
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. | |
Going Concern | |
The Company’s financial statements are prepared 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. | |
Recent Accounting Pronouncements | |
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. Earlier the Company elect to adopt this standard for the period covered by the report herein. |
Note_3_Agreement_To_Purchase_O
Note 3 - Agreement To Purchase Oil and Gas Properties | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 3 - Agreement To Purchase Oil and Gas Properties | ' |
Note 3 – Agreement 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. | |
Black Gold Kansas Production, LLC | |
On January 14, 2014, the Company executed a Purchase and Sale Agreement (“PSA”) with Black Gold Kansas Productions, LLC, a Texas limited liability company (“BGKP”), pursuant to which the Company obtained working interests in certain wells within Kansas. | |
The total consideration for the purchase, sale and conveyance of the Assets to the Company and the Company’s assumption of the undivided share of liabilities provided for in the PSA, is the Company’s payment to BGKP of the sum of $1,005,159 (the “Purchase Price”), as adjusted in accordance with the provisions of the PSA. As of the date of this Report, the Company has not yet paid the Purchase Price and will not be able to do so without receiving additional funding, of which there can be no guarantee. Accordingly, the purchase may not occur. | |
The PSA may be terminated (1) at any time prior to closing by mutual written consent of the Company and BGKP, (2) by either party if closing has not occurred by November, 2013, or such later date to which the Closing Date has been delayed, (3) by the Company if there is a material breach of the representations and warranties made by BGKP with 15 days prior notice, and (4) by BGKP if there is a material breach of the representations and warranties made by the Company with 15 days prior notice. | |
The Company was required to give a $10,000 deposit upon signing the PSA, which BGKP may retain as liquidated damages if the Company fails to close the transactions contemplated by the PSA on the closing date if all of the closing conditions are satisfied and BGKP is ready, willing and able to perform its obligations under the PSA, or, if BGKP terminates the PSA due to the Company's material breach of any of its representations and warranties included in the PSA or failure to comply with its covenants and agreements after the related cure period set forth in the PSA. |
Note_4_Stockholders_Equity
Note 4 - Stockholders' Equity | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Notes | ' | |||
Note 4 - Stockholders' Equity | ' | |||
Note 4 - Stockholders’ Equity | ||||
Series A Convertible Preferred Stock | ||||
In December 2012, the Board of directors authorized the offering for sale and issuance of up to a maximum of 3,000,000 Shares of our Series “A” Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”). The Stated Value of the Preferred Stock is $5.00 per Share (the “Stated Value”). Each Share of Preferred Stock bears an eight percent (8%) cumulative dividend (the “Dividend”), due and payable quarterly as of July 31, October 31, January 31 and April 30. Each share may be converted by the holder thereof, at any time, into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one warrant exercisable at $6.50 per share into one share of the Company’s common stock (the “Warrant”). The Company may force conversion to common stock and one warrant if the Company’s common stock trades over $7.00 for forty-five consecutive trading days. The preferred stock is currently being offered to certain high net worth individuals and accredited investors in a private offering. | ||||
In accordance with Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the Company recognized an embedded beneficial conversion feature present in the Preferred Stock. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $695,769 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Preferred Stock. The preferred stock discount of $695,769, attributed to the beneficial conversion feature, is recognized as a deemed preferred stock dividend. | ||||
In connection with the issuance of the preferred stock, the Company issued warrants granting the holder the right to acquire 162,000 shares of the Company’s common stock at $6.50 per share. The warrants expire three years from the date of issuance. In accordance with Emerging Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (“EITF – 0027”), the Company will recognize the value attributable to the warrants in the amount of $378,269 to additional paid in capital and a discount against the preferred stock upon the conversion of the preferred stock into warrants. The Company valued the warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3 years, an average risk free interest rate of 0.38%, a dividend yield of 0%, and volatility of 175.00%. | ||||
On September 27, 2013 the Company issued 20,000 shares of its Series A convertible preferred stock pursuant to the receipt of a subscription agreement and request to convert same from Mr. Hadley. On September 27, 2013, the Company’s Board of Directors approved via unanimous written consent to convert the Hadley Note into 20,000 shares of the Company’s Series A Preferred Stock in connection with a Subscription Agreement and request for such conversion from Mr. Hadley. On the same day, 20,000 shares of Series A Preferred Stock were issued to Mr. Hadley. Pursuant to the conversion of the Hadley Note, the Company would not have any further liability to Mr. Hadley thereunder. Mr. Hadley has informed the Company that he is not in complete agreement with the history and current status of the Hadley Note and therefore the parties are currently discussing a resolution. (See Note 6) 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. | ||||
The Company recognized and measured an aggregate of $64,632 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Preferred Stock. The preferred stock discount of $64,632, attributed to the beneficial conversion feature, is recognized as a deemed preferred stock dividend, additionally the Company will recognize the value attributable to the warrants in the amount of $89,837 to additional paid in capital and a discount against the preferred stock upon the conversion of the preferred stock into warrants. | ||||
During the year ended March 31, 2013, the Company received proceeds of $749,700 for 162,000 shares of Preferred Stock. | ||||
Common stock | ||||
The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001. | ||||
During the year ended March 31, 2012, the Company rescinded 100,000 common shares previously issued for services. | ||||
During the year ended March 31, 2013, the following amounts of our common shares were issued: | ||||
On December 14, 2012, 23,106 shares valued at $57,765 were issued to E. Robert Gates pursuant to the terms of a corporate officer consulting engagement agreement for services. | ||||
On December 14, 2012, 23,106 shares valued at $57,765 were issued to John Miller pursuant to the terms of a corporate officer consulting engagement agreement for services. | ||||
On December 14, 2012, 25,000 shares with a relative fair value of $7,163 were issued to John Albury, pursuant to the terms of a note agreement. | ||||
On December 14, 2012, a total of 100,000 shares valued at $216,800 were issued to Fidare Consulting Group, LLC, pursuant to the terms of a professional services contract. (See Note 7) | ||||
On December 14, 2012, a total of 450,000 shares were issued to Gregory Hadley, 250,000 with a relative fair value of $71,631 were issued pursuant to the terms of a note agreement and 200,000 valued at $202,000 were issued as compensation for board fees. | ||||
On January 30, 2013, we issued 7,400,000 shares of common stock to GNE towards the purchase of certain oil and gas properties, but the agreement had not been consummated. As of the date of this report, the future status of these shares remains uncertain as GNE returned the stock certificate representing such shares but, has yet to submit the necessary stock power to cancel the shares and transfer the shares back to us. The 7,400,000 shares are considered issued and outstanding at March 31, 2014. The deposit of $36,557, recorded on the balance sheet as of March 31, 2014 and 2013, will be reversed in the period the shares are properly cancelled. | ||||
As of March 31, 2013, the Company authorized the issuance of 25,000 shares of common stock valued at $153,850 to Mr. Kevin Carreno, a former board member, pursuant to the terms of his contract to provide legal services to the Company. | ||||
On May 8, 2013, the Company issued 5,000 shares of common stock valued at $22,000 to Mr. Kevin Carreno, a former board member, pursuant to the terms of his contract to provide legal services to the company. | ||||
On May 28, 2013, the Company issued 28,356 shares to Fidare Consulting Group related to the exercise of 40,000 warrants. | ||||
On July 2, 2013, the Company issued 15,584 shares of common stock valued at $60,300 to Delaney Equity Group as payment of an outstanding invoice owed to them for fees related to the issuance of the Series A Convertible Preferred stock. | ||||
On September 24, 2013, the Company issued 1,500,000 shares valued at $164,338 to Cicerone Corporate Development, LLC related to providing at $750,000 line of credit. | ||||
On September 30, 2013, we issued Mr. Kevin Carreno, a former Board Member, 21,364 shares of our common stock as payment of outstanding invoices owed to him for his legal services, which is valued at $79,173. | ||||
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 net exercise of 120,000 warrants. | ||||
For the year ended March 31, 2014, the Company issued 44,918 shares of common stock valued at $180,000 and 180,000 warrants, valued at $575,860 pursuant to its consulting agreement with Fidare. | ||||
As of March 31, 2014, we have issued Mr. Richardson 26,311 shares of common stock valued at $120,000 and 120,000 warrants, valued at $423,677, pursuant to his Officer Agreement. | ||||
Net loss per common share | ||||
Net loss per share is computed using the basic and diluted weighted average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the years ended March 31, 2014 and 2013. | ||||
Warrant Summary | ||||
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: | ||||
31-Mar-14 | 31-Mar-13 | |||
Expected volatility | 243% | 202% | ||
Expected dividends | 0 | 0 | ||
Expected term (in years) | 2 | 2 | ||
Risk-free rate | 0.35% | 0.26% | ||
A summary of warrant activity for the years ended March 31, 2014 and 2013 are presented below: | ||||
Number of Warrants | Weighted Average Exercise Price | |||
Balance at March 31, 2012 | - | - | ||
Granted | 140,000 | $4.19 | ||
Exercised | - | - | ||
Expired | - | - | ||
Balance at March 31, 2013 | 140,000 | $4.19 | ||
Granted | 300,000 | $4.33 | ||
Exercised | 160,000 | $3.12 | ||
Expired | - | - | ||
Balance at March 31, 2014 | 280,000 | $4.96 | ||
Warrants exercisable at March 31, 2014 | 280,000 | $4.96 | ||
Note_5_Income_Taxes
Note 5 - Income Taxes | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Notes | ' | |||
Note 5 - Income Taxes | ' | |||
Note 5 - Income Taxes | ||||
We did not provide any current or deferred U.S. Federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. | ||||
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended March 31, 2014 and 2013, applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. | ||||
Changes in the net deferred tax assets consist of the following: | ||||
31-Mar-14 | 31-Mar-13 | |||
Net operating loss carryforward | $ (661,044) | $ (1,232,756) | ||
Valuation allowance | 661,044 | 1,232,756 | ||
Net deferred tax asset | $ - | $ - | ||
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: | ||||
31-Mar-14 | 31-Mar-13 | |||
Net operating loss carryforward | $ (231,366) | $ (435,402) | ||
Valuation allowance | 231,366 | 435,402 | ||
Net deferred tax asset | $ - | $ - | ||
The Company did not pay any income taxes during the years ended March 31, 2014 or 2013. | ||||
The net federal operating loss carry forward will expire in 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
Note_6_Related_Party_Notes_Pay
Note 6 - Related Party Notes Payable and Advances | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 6 - Related Party Notes Payable and Advances | ' |
Note 6 – 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. As of March 31, 2014, all 250,000 shares were issued to Hadley. Upon the Company’s receipt of a Subscription Agreement and request to convert same from Mr. Hadley, on September 27, 2013, the Company’s Board of Directors approved via unanimous written consent to convert the Hadley Note into 20,000 shares of the Company’s Series A Preferred Stock in connection with a Subscription Agreement and request for such conversion from Mr. Hadley; on the same day, 20,000 shares of Series A Preferred Stock were issued to Mr. Hadley. Pursuant to the conversion of the Hadley Note, the Company would not have any further liability to Mr. Hadley thereunder. Mr. Hadley has informed the Company that he is not in complete agreement with the history and current status of the Hadley Note and therefore the parties are currently discussing a resolution. No gain or loss was recognized on settlement of the debt because the fair value of the preferred stock issued is equal to the carrying value of the debt. The Company recognized and measured an aggregate of $64,632 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Preferred Stock. The preferred stock discount of $64,632, attributed to the beneficial conversion feature, is recognized as a deemed preferred stock dividend, additionally the Company will recognize the value attributable to the warrants in the amount of $89,837 to additional paid in capital and a discount against the preferred stock upon the conversion of the preferred stock into warrants. | |
On November 28, 2012, the CE McMillan Family Trust (the "CE Trust") advanced the Company $100 to facilitate the opening of a new bank account in Irving, Texas. 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 March 31, 2014. (See Note 7) | |
At various times during the years ended March 31, 2014 and 2013, Cicerone Corporate Development, LLC (a related party) advanced funds to the Company for operating expenses. During the year ended March 31, 2014, Cicerone advanced a total of $331,211 to the company. During the year ended March 31, 2013, Cicerone advanced a total of $60,995 to the Company and was repaid $24,080 with a balance due of $36,915 as of March 31, 2013. Cicerone is a stockholder of the Company. (See Note 7) |
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 7 - Related Party Transactions | ' |
Note 7 - Related Party Transactions | |
Professional Services | |
In September 2012, the Company entered into a professional services contract with Fidare Consulting Group, LLC (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 receives 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 March 31, 2014, 144,919 shares of common stock and 340,000 warrants had been issued to Fidare. As of July 17, 2014, 158,765 shares of common stock and 340,000 warrants 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 company recognized $755,860 and $792,495 in professional fees to related parties for the years ended March 31, 2014 and 2013, respectively. | |
In December 2012, the Company entered into a Master Services Agreement with IntreOrg Systems, Inc. (“IntreOrg”) to provide 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 former President and a major stockholder of the Company as of March 31, 2013. | |
Harry McMillan is trustee of the C.E. McMillan Family Trust, which Trust serves as the managing member of Fidare and 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. Cicerone was also a member of RF Colorado, who prior to the RF Distribution, was one of our major stockholders. The Company believes, although the shareholdings received pursuant to these agreements may not exceed the required thresholds, Mr. McMillan is a related party. | |
Note_8_Commitments_and_Conting
Note 8 - Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 8 - Commitments and Contingencies | ' |
Note 8 – Commitments and Contingencies | |
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_9_Subsequent_Events
Note 9 - Subsequent Events | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 9 - Subsequent Events | ' |
Note 9 – Subsequent Events | |
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 as of April 28, 2014 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 as of April 28, 2014 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 31, 2014, the Company issued Mr. Richardson 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $78,287 pursuant to the terms of his Officer Agreement. | |
On May 31, 2014, the Company issued Fidare Consulting Group 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $78,287 pursuant to the terms of its Consulting Agreement. | |
On June 30, 2014, the Company issued Mr. Richardson 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $56,356 pursuant to the terms of his Officer Agreement. | |
On June 30, 2014, the Company issued Fidare Consulting Group 5,000 shares of common stock valued at $20,000 and 20,000 warrants valued at $56,356 pursuant to the terms of its Consulting Agreement. |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies: Estimates (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Estimates | ' |
Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies: Cash (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Cash | ' |
Cash | |
Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. |
Note_2_Significant_Accounting_3
Note 2 - Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Income Taxes | ' |
Income taxes | |
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Note_2_Significant_Accounting_4
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2014 and 2013. | |
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |
Level 1. Observable inputs such as quoted prices in active markets; | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | |
The Company does not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at March 31, 2014 and 2013. |
Note_2_Significant_Accounting_5
Note 2 - Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Impairment of Long-lived Assets | ' |
Impairment of Long-Lived Assets | |
The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amounts of the assets to future net cash flows expected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets based on estimated future cash flows. No impairment charges were recorded for the year ended March 31, 2014. The Company recorded an impairment charge of $700,000 for a deposit in the year ended March 31, 2013. |
Note_2_Significant_Accounting_6
Note 2 - Significant Accounting Policies: Earnings Per Share Information (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Earnings Per Share Information | ' |
Earnings Per Share Information | |
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
Note_2_Significant_Accounting_7
Note 2 - Significant Accounting Policies: Share Based Expenses (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Share Based Expenses | ' |
Share Based Expenses | |
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Note_2_Significant_Accounting_8
Note 2 - Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Going Concern | ' |
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_2_Significant_Accounting_9
Note 2 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. Earlier the Company elect to adopt this standard for the period covered by the report herein. |
Note_4_Stockholders_Equity_Sch
Note 4 - Stockholders' Equity: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Derivative Liabilities at Fair Value | ' | |||
31-Mar-14 | 31-Mar-13 | |||
Expected volatility | 243% | 202% | ||
Expected dividends | 0 | 0 | ||
Expected term (in years) | 2 | 2 | ||
Risk-free rate | 0.35% | 0.26% | ||
Note_4_Stockholders_Equity_Sch1
Note 4 - Stockholders' Equity: Schedule of Share-based Compensation, Activity (Tables) | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Share-based Compensation, Activity | ' | |||
Number of Warrants | Weighted Average Exercise Price | |||
Balance at March 31, 2012 | - | - | ||
Granted | 140,000 | $4.19 | ||
Exercised | - | - | ||
Expired | - | - | ||
Balance at March 31, 2013 | 140,000 | $4.19 | ||
Granted | 300,000 | $4.33 | ||
Exercised | 160,000 | $3.12 | ||
Expired | - | - | ||
Balance at March 31, 2014 | 280,000 | $4.96 | ||
Warrants exercisable at March 31, 2014 | 280,000 | $4.96 | ||
Note_5_Income_Taxes_Schedule_o
Note 5 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Deferred Tax Assets and Liabilities | ' | |||
Changes in the net deferred tax assets consist of the following: | ||||
31-Mar-14 | 31-Mar-13 | |||
Net operating loss carryforward | $ (661,044) | $ (1,232,756) | ||
Valuation allowance | 661,044 | 1,232,756 | ||
Net deferred tax asset | $ - | $ - | ||
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: | ||||
31-Mar-14 | 31-Mar-13 | |||
Net operating loss carryforward | $ (231,366) | $ (435,402) | ||
Valuation allowance | 231,366 | 435,402 | ||
Net deferred tax asset | $ - | $ - | ||
Recovered_Sheet1
Note 2 - Significant Accounting Policies: Impairment of Long-lived Assets (Details) (USD $) | 12 Months Ended |
Mar. 31, 2013 | |
Details | ' |
Impairment of deposit | $700,000 |
Note_3_Agreement_To_Purchase_O1
Note 3 - Agreement To Purchase Oil and Gas Properties (Details) (USD $) | Mar. 31, 2014 | Jan. 14, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Nov. 15, 2012 | ||
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 | 19,833,385 | ' | 18,102,912 | ' | 7,400,000 | ' | ||
Common Stock, Other Shares, Outstanding | ' | ' | ' | 7,400,000 | ' | ' | ||
Deposit | 36,557 | [1] | 10,000 | 36,557 | [1] | 36,557 | ' | ' |
Business Acquisition, Purchase Price Allocation, Other Assets | ' | $1,005,159 | ' | ' | ' | ' | ||
[1] | See Note 3 |
Note_4_Stockholders_Equity_Det
Note 4 - Stockholders' Equity (Details) (USD $) | Mar. 31, 2014 | Jan. 14, 2014 | Sep. 27, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2014 | Jan. 27, 2014 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Mar. 31, 2014 | Feb. 25, 2014 | 28-May-13 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Mar. 31, 2014 | Jan. 30, 2013 | Sep. 30, 2013 | 8-May-13 | Mar. 31, 2013 | Jul. 02, 2013 | Sep. 24, 2013 | Mar. 31, 2014 | ||
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||||||
E. Robert Gates | John Miller | John Albury | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Gregory Hadley | Gregory Hadley | Gregory Hadley | Great Northern Energy, Inc. | Great Northern Energy, Inc. | Kevin Carreno | Kevin Carreno | Kevin Carreno | Delaney Equity Group | Cicerone Corporate Development, LLC | Mr. Richardson | ||||||||||||
Note Agreement | Board Fees | Note Agreement | Board Fees | ||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock, Shares Issued | ' | ' | 20,000 | ' | 162,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Redeemable Convertible Preferred Stock, Redemption Price Per Share | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated Value Preferred Stock | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Cumulative Dividend Rate | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beneficial Conversion Feature | ' | ' | ' | ' | ' | 695,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock, Discount on Shares | ' | ' | 64,632 | ' | ' | 695,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Subscribed but Unissued | ' | ' | ' | ' | ' | 162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Par Value | $0.00 | ' | ' | $0.00 | ' | $6.50 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrant Value | ' | ' | ' | ' | ' | 378,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Conversion of Stock, Shares Converted | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds | ' | ' | 64,632 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Additional Paid in Capital, Preferred Stock | ' | ' | 89,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | ' | ' | ' | ' | 749,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Authorized | 75,000,000 | ' | ' | 75,000,000 | ' | ' | ' | 75,000,000 | 33,140 | ' | ' | ' | 44,918 | 30,800 | 28,356 | ' | ' | ' | ' | ' | ' | ' | ' | 21,364 | 5,000 | 25,000 | 15,584 | 1,500,000 | 26,311 | ||
RescindedCommonStockShares | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Issued | 19,833,385 | ' | ' | 18,102,912 | ' | ' | ' | ' | ' | 23,106 | 23,106 | 25,000 | ' | ' | ' | 100,000 | ' | ' | 450,000 | 250,000 | 200,000 | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ||
Common Stock | 19,833 | [1] | ' | ' | 18,128 | [1] | ' | ' | ' | ' | ' | 57,765 | 57,765 | 7,163 | ' | ' | ' | 216,800 | 71,631 | 202,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ||
Deposit | 36,557 | [2] | 10,000 | ' | 36,557 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,557 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Other Value, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 16,570 | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,173 | 22,000 | 153,850 | 60,300 | 164,338 | 120,000 | ||
Warrants Exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ||
Warrants Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ||
Warrants and Rights Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $575,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $423,677 | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,833,385 and 18,102,912 shares issued and outstanding, respectively. | ||||||||||||||||||||||||||||||
[2] | See Note 3 |
Note_4_Stockholders_Equity_Sch2
Note 4 - Stockholders' Equity: Schedule of Derivative Liabilities at Fair Value (Details) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | 243.00% | 202.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Fair Value Assumptions, Expected Term | '2 years | '2 years |
Fair Value Assumptions, Risk Free Interest Rate | 0.35% | 0.26% |
Note_4_Stockholders_Equity_Sch3
Note 4 - Stockholders' Equity: Schedule of Share-based Compensation, Activity (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Warrants | 280,000 | 140,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $4.96 | $4.19 |
Stock Granted During Period, Shares, Share-based Compensation | 300,000 | 140,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $4.33 | $4.19 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 160,000 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $3.12 | ' |
Note_5_Income_Taxes_Schedule_o1
Note 5 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Deferred Tax Assets, Operating Loss Carryforwards | ($661,044) | ($1,232,756) |
Deferred Tax Assets, Valuation Allowance, Current | 661,044 | 1,232,756 |
35% | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | -231,366 | -435,402 |
Deferred Tax Assets, Valuation Allowance | $231,366 | $435,402 |
Note_6_Related_Party_Notes_Pay1
Note 6 - Related Party Notes Payable and Advances (Details) (USD $) | Mar. 31, 2014 | Sep. 27, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Sep. 27, 2013 | Nov. 01, 2012 | Nov. 28, 2012 | Mar. 31, 2014 | ||
Hadley Note | Hadley Note | Hadley Note | CE Trust | Cicerone | ||||||
Due to Related Parties, Current | ' | ' | ' | ' | ' | $100,000 | $100 | $331,211 | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | ' | ' | ' | ' | 6.00% | ' | ' | ||
Common Stock, Other Shares, Outstanding | ' | ' | ' | 250,000 | ' | 250,000 | ' | ' | ||
Common Stock | 19,833 | [1] | ' | 18,128 | [1] | ' | ' | 71,631 | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | 64,632 | ' | ' | ' | ||
Preferred Stock, Discount on Shares | ' | 64,632 | ' | ' | 64,632 | ' | ' | ' | ||
Additional paid-in capital | $3,826,914 | ' | $2,094,910 | ' | $89,837 | ' | ' | ' | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,833,385 and 18,102,912 shares issued and outstanding, respectively. |
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Jul. 17, 2014 | Mar. 31, 2014 | Jun. 26, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |||
IntreOrg Systems, Inc. | Fidare | Fidare | Fidare | CE McMillan Family Trust | CE McMillan Family Trust | |||||
Common Stock | $19,833 | [1] | $18,128 | [1] | ' | ' | ' | $20,000 | ' | ' |
Warrants Issued | ' | ' | ' | 340,000 | 340,000 | 20,000 | ' | ' | ||
Common Stock, Shares Issued | 19,833,385 | 18,102,912 | ' | 158,765 | 144,919 | ' | ' | ' | ||
Professional fees | 218,487 | 67,103 | ' | ' | ' | ' | 755,860 | 792,495 | ||
Subscription Agreement | ' | ' | 30,000 | ' | ' | ' | ' | ' | ||
Set Up Fees | ' | ' | $2,500 | ' | ' | ' | ' | ' | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,833,385 and 18,102,912 shares issued and outstanding, respectively. |
Note_8_Commitments_and_Conting1
Note 8 - Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 17, 2012 | ||
Details | ' | ' | ' | ||
Series A Convertible Preferred Stock | $182 | [1] | $162 | [1] | $3,000,000 |
[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, respectively. |
Note_9_Subsequent_Events_Detai
Note 9 - Subsequent Events (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | Apr. 28, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | 31-May-14 | Apr. 30, 2014 | Jun. 30, 2014 | 31-May-14 | Apr. 30, 2014 | ||
Michael Farmer 1 | Michael Farmer | Colin Richardson | Colin Richardson | Colin Richardson | Fidare Consulting Group | Fidare Consulting Group | Fidare Consulting Group | |||||
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 | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Issued | 19,833,385 | 18,102,912 | ' | ' | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | ||
Common Stock | 19,833 | [1] | 18,128 | [1] | ' | ' | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 |
Warrants Issued | ' | ' | ' | ' | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||
Warrant Value | ' | ' | ' | ' | $56,356 | $78,287 | $58,897 | $56,356 | $78,287 | $58,897 | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 19,833,385 and 18,102,912 shares issued and outstanding, respectively. |