Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2015 | Sep. 01, 2015 | |
Entity Registrant Name | Rangeford Resources, Inc. | |
Entity Central Index Key | 1,438,035 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 20,105,293 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Unaudited Balance Sheets
Unaudited Balance Sheets - USD ($) | Jun. 30, 2015 | Mar. 31, 2015 |
Current assets | ||
Cash | $ 18 | $ 39 |
Total current assets | 18 | 39 |
Total assets | 18 | 39 |
Current liabilities | ||
Accounts payable | 448,993 | 346,662 |
Accounts Payable- related party | 380,778 | 336,677 |
Accrued interest payable- related party | 27,176 | 22,519 |
Related party advances and notes payable | 100 | 100 |
Total current liabilities | 857,047 | 705,958 |
Related party note payable | 616,155 | 598,659 |
Total liabilities | 1,473,202 | 1,304,617 |
Stockholders' deficit | ||
Series A convertible preferred stock, $.001 par value, stated value $5.00 per share, 3,000,0000 shares authorized; 182,000 shares issued and outstanding | 182 | 182 |
Common stock to be issued | 140,000 | 80,000 |
Common stock, $.001 par value; 75,000,000 shares authorized; 20,105,293 shares issued and outstanding | 20,105 | 20,105 |
Additional paid in capital | 5,855,564 | 5,855,564 |
Retained deficit | (7,489,035) | (7,260,429) |
Total stockholders' deficit | (1,473,184) | (1,304,578) |
Total liabilities and stockholders' deficit | $ 18 | $ 39 |
Unaudited Balance Sheets (Paren
Unaudited Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2015 | Mar. 31, 2015 |
Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued (in shares) | 182,000 | 182,000 |
Preferred Stock, Shares Outstanding (in shares) | 182,000 | 182,000 |
Preferred Stock, Stated Value (in dollars per share) | $ 5 | $ 5 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued (in shares) | 20,105,293 | 20,105,293 |
Common Stock, Shares Outstanding (in shares) | 20,105,293 | 20,105,293 |
Unaudited Statements of Operati
Unaudited Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating expenses | ||
Investor relations | $ 8,039 | |
Professional fees | 100,550 | $ 91,258 |
Professional fees-related party | 96,000 | 1,688,616 |
General and administrative | 19,359 | 24,176 |
Total operating expenses | 223,948 | 1,804,050 |
Loss from operations | (2,513,439) | (1,804,050) |
Other expense | ||
Interest expense-related party | 4,658 | 30,233 |
Total other expense | 4,658 | 30,233 |
Loss before income taxes | $ (228,606) | $ (1,834,283) |
Provision for income tax | ||
Net loss | $ (228,606) | $ (1,834,283) |
Deemed preferred stock dividends | 18,200 | 18,200 |
Net loss attributable to common shareholders | $ (246,806) | $ (1,852,483) |
Basic and diluted loss per common share (in dollars per share) | $ (0.01) | $ (0.09) |
Weighted average shares outstanding (in shares) | 20,172,137 | 19,844,763 |
Unaudited Statements of Cash Fl
Unaudited Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (228,606) | $ (1,834,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | $ 60,000 | 120,000 |
Amortization of debt discount | 26,938 | |
Warrant expense | 387,080 | |
Option expense | $ 0 | 1,179,395 |
Accounts payable | 102,331 | $ 26,953 |
Accounts payable- related party | 44,101 | |
Accrued interest payable | 4,657 | $ 3,296 |
Net cash used in operating activities | (17,517) | (90,621) |
Cash flows from financing activities | ||
Proceeds from related advances and notes payable | 17,496 | 91,576 |
Net cash provided by financing activities | 17,496 | 91,576 |
Net (decrease) increase in cash | (21) | 955 |
Cash at beginning of period | 39 | 173 |
Cash at end of period | $ 18 | $ 1,128 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Note 1 - Interim Financial Stat
Note 1 - Interim Financial Statements | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Condensed Financial Statements [Text Block] | NOTE 1 – INTERIM 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 June 30, 2015 and March 31, 2015 and for the three months ended June 30, 2015 and 2014 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 June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report for the year ended March 31, 2015. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Going Concern Disclosure [Text Block] | 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, which raises substantial doubt about the Company’s ability 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 - Significant Accounting
Note 3 - Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3 – 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" "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” 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 June 30, 2015 and March 31, 2015 . 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 June 30, 2015 or March 31, 2015 . 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. Earnings Per Share Information FASB ASC 260, “ Earnings Per Share” Share Based Expenses 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" "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". a b Reclassifications and revision of prior period amounts Certain amounts in the June 30, 2014 financial statements have been reclassified to conform to the June 30, 2015 presentation. The Company has revised prior period statement of operations to include deemed preferred stock dividends of $18,200. Recent accounting pronouncements In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. |
Note 4 - Agreement to Purchase
Note 4 - Agreement to Purchase Oil and Gas Properties | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Oil and Gas Properties [Text Block] | NOTE 4 – 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 “GNE 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 GNE 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, 2014. 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, was charged to impairment of deposit on the income statement for the year ended March 31, 2015. 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 GNE Agreement, in addition to GNE'S failure to uphold certain of its obligations under the GNE Agreement, we determined it would be in our best interest to terminate the GNE Agreement. In that letter, we requested that GNE comply with the termination provisions of the GNE Agreement and provide the stock power necessary to cancel the shares and return the $700,000 advanced to them under the terms of the GNE 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 GNE Agreement. Black Gold Kansas Production, LLC Kansas – George Prospect On June 1, 2015, the Company executed a Purchase and Sale Agreement (the "George PSA") with Black Gold Kansas Production, LLC, a Texas limited liability company (“BGKP”). Pursuant to the George PSA, the Company shall receive a 30% working interest and a 26.25 % net revenue interest in and to the George Prospect and the 4 drilled and completed wells and any by-products produced thereon, machinery, equipment and the books and records related to same which is located in Kansas. Under this George PSA and the contemplated transaction, the Company will also acquire a 75% interest in and to approximately 3,000 acres of land within Bourbon and Allen Counties that contains approximately 42 proved undeveloped (PUD) locations for drilling. Pursuant to the George PSA, the parties also entered into a Joint Exploration Agreement. On July 23, 2015, the parties also entered into an amendment and extension to the George PSA until October 1, 2015. On August 17, 2015, the George PSA was further amended to provide for payment of the purchase price in monthly installments as follows: ● $150,00 due at closing; ● $100,000 due 31 days after closing; ● $100,000 due 61 days after closing; and ● $417,000 due 91 days after closing. 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 George PSA, is the Company’s payment to BGKP of the sum of $767,000 (the “George Purchase Price”), as adjusted in accordance with the provisions of the George PSA. Although required by the terms of the George PSA, the Company has not yet placed $10,000 in an escrow account (the "George Earnest Money"), which upon closing, would be credited towards the George Purchase Price; if however, the closing does not occur because the Company fails or refuses to do so when BGKP is otherwise ready to close and has satisfied all of its obligations under the George PSA, or the Company does not cure a material breach, then BGKP shall keep the George Earnest Money as liquidated damages in lieu of all other damages. As of the date of this Report, the Company has not yet paid the George Purchase Price and will not be able to pay that, or the George Earnest Money payment, without receiving additional funding, of which there can be no guarantee. Accordingly, the purchase may not occur. The Company is entitled to conduct due diligence of the properties prior to closing and the George PSA includes curative provisions if certain defects or other issues arise during such due diligence, as well as the handling of any such disputes. The George 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 October 1, 2015, or such later date to which the Closing Date has been delayed, or if any government authority issued an order or ruling permanently restraining, enjoining or otherwise prohibiting the closing, (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. Either party may also terminate the George PSA if the other party does not cure any failure to comply in any material respect with any of such other party's covenants or agreements. Wyoming – West Mule Creek On August 6, 2014, the Company executed a Purchase and Sale Agreement (the "Wyoming PSA") with BGKP. Pursuant to the Wyoming PSA, the Company shall receive an agreed upon percentage of the working and net revenue interest in and to the West Mule Creek oilfield, which is located in Wyoming. Through this interest, the Company will receive a certain percentage of the West Mule Creek lease, acres of land within Niobrara County that contains 13 wells, certain rights to specific wells and land contained on the lease, as well as any by-products produced thereon, machinery, equipment and the books and records related to same. Pursuant to the Wyoming PSA, the parties also entered into a Joint Exploration Agreement (JEA”), with a 3 year term. On August 6, 2014, the parties also entered into an addendum to the Wyoming PSA that clarifies that the Wyoming PSA shall not be interdependent with or upon the JEA and no default under the JEA shall effect the Wyoming PSA or the validity of the related purchase and sale. 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 Wyoming PSA, is the Company’s payment to BGKP of the sum of $2,352,000 (the “Wyoming Purchase Price”), as adjusted in accordance with the provisions of the Wyoming PSA. Although required by the terms of the Wyoming PSA, the Company has not yet placed $15,000 in an escrow account (the "Wyoming Earnest Money"), which upon closing, would be credited towards the Wyoming Purchase Price; if however, the closing does not occur because the Company fails or refuses to do so when BGKP is otherwise ready to close and has satisfied all of its obligations under the Wyoming PSA, or the Company does not cure a material breach, then BGKP shall keep the Wyoming Earnest Money as liquidated damages in lieu of all other damages. As of the date of this Report, the Company has not yet paid the Wyoming Purchase Price and will not be able to pay that, or the Wyoming Earnest Money payment, without receiving additional funding, of which there can be no guarantee. Accordingly, the purchase may not occur. The Company is entitled to conduct due diligence of the properties prior to closing and the Wyoming PSA includes curative provisions if certain defects or other issues arise during such due diligence and how any disputes regarding same may be handled. On July 23, 2015, both parties agreed to extend the Wyoming PSA until October 1, 2015. Both parties have further agreed to defer the closing of the West Mule Creek Oilfield pursuant to the Wyoming PSA until the acquisition of the George Prospect in Kansas pursuant to the George PSA is complete. The Wyoming 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 October 1, 2015, or such later date to which the Closing Date has been delayed, or if any government authority issued an order or ruling permanently restraining, enjoining or otherwise prohibiting the closing, (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. Either party may also terminate the PSA is the other party does not cure any failure to comply in any material respect with any of such other party's covenants or agreements. |
Note 5 - Related Party Notes Pa
Note 5 - Related Party Notes Payable and Advances | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 – RELATED PARTY NOTES PAYABLE AND ADVANCES On November 1, 2012, the Company entered into a note agreement with a shareholder, and former director, Mr. Hadley, 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 Great Northern Energy as a deposit to purchase certain oil and gas assets. The Hadley Note was payable in 60 days with interest at 6% per annum. Upon the Company’s receipt of a Subscription Agreement and pursuant to a request 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; 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 does not agree with the Conversion of the Hadley Note into the Series A Preferred Stock. The Company has had no further correspondence with Mr. Hadley on this matter since he expressed his initial objections. 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"). On September 4, 2013, the Company received a $750,000 Revolving Credit Note (the “Cicerone Revolving Note”) from Cicerone Corporate Development, LLC, a related party, (“Cicerone”). The Cicerone Revolving Note matured 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. On January 29, 2014, the maturity of the Cicerone Revolving Note was extended to February 1, 2017 on the same terms and conditions. The extension was accounted for as a modification. All previously capitalized debt issuance costs had been fully amortized at the date of the modification and no additional fees were incurred. Cicerone is a stockholder of the Company. At various times Cicerone advanced funds to or paid operating expenses on behalf of the Company under the Cicerone Revolving Note. During the three months ended June 30, 2015, advances under the Cicerone Revolving Note were $17,496. During the three months ended June 30, 2014, advances under the Cicerone Revolving Note were $91,576. As of June 30, 2015, the outstanding balance of the Cicerone Revolving Note was $616,155. The Company has not made any interest payments which are payable semi-annually on June 30 and December 31. As of June 30, 2015, accrued and unpaid interest on the Cicerone Revolving Note was $27,176. 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. The Company believes, although the shareholdings received pursuant to the various agreements may not exceed the required thresholds, Mr. McMillan is a related party. |
Note 6 - Other Related Party Tr
Note 6 - Other Related Party Transactions | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 6 – OTHER RELATED PARTY TRANSACTIONS Professional Services On June 26, 2013, the Company entered into a new Consulting Agreement (the “Fidare 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 Fidare 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. On July 1, 2014, the Fidare Consulting Agreement was amended so Fidare would receive only monthly compensation shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month. The managing member of Fidare is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. Effective April 1, 2015, Fidare agreed to waive all monthly compensation under the Fidare Agreement until further notice. For the three month period ended June 30, 2015, the Company did not recognize any expenses under the Fidare Agreement due to the waiver discussed above. For the three month period ended June 30, 2014, the Company recognized $253,540 in expenses to Fidare consulting that were paid in shares of stock and warrants which was recorded in Professional fees- related party expenses. As of June 30, 2015, the Company is obligated to issue Fidare 28,605 shares of the Company’s common stock that were earned prior to April 1, 2015. Chief executive officer compensation agreement In accordance with the terms of his contract Mr. Colin Richardson is entitled to receive monthly compensation to serve as out chief executive officer in the form of cash and stock. Each month that he serves at that position, Mr. Richardson is entitled to receive $10,000 payable in cash and a number of shares of the Company’s common stock valued at $20,000 based on its price at the close on the last trading day of each month and two year warrants to purchase up to 20,000 shares of the Company’s common stock at an exercise price per share equal to the closing sale price of the common stock on the date of the issuance. Prior to July 1, 2014, Mr. Richardson also received warrants. For the three month period ended June 30, 2015, Mr. Richardson was entitled to 28,413 shares of common stock valued at approximately $60,000 and cash compensation of $30,000. For the three month period ended June 30, 2014, Mr. Richardson earned 13,846 shares of common stock valued at approximately $60,000, warrants valued at approximately $193,720 and was entitled to cash compensation of $30,000. During the three month periods ended June 30, 2015 and 2014, the Company recognized $90,000 and $283,540 in professional fees-related party relating to these agreements. As of June 30, 2015, Mr. Richardson has not been paid the cash portion of his compensation and is owed $297,721 and $267,721 as of June 30, 2015 and March 31, 2015, respectively, which is included in accounts payable- related parties . As of June 30, 2015, the Company is obligated to issue Mr. Richardson 85,623 shares of the Company’s common stock under these agreements. Director’s fees In exchange for his services as a member of the Board of Directors, Mr. Mike Farmer is entitled to receive $2,000 per month payable in cash. In addition, during the three month period ended June 30, 2014, Mr. Farmer was awarded options to purchase 108,000 of common stock at $1.00 per share and options to purchase 200,000 shares of our common stock at $3.00 per share. The options were fully vested at the date of issuance of the award. The Company recognized an expense of $1,179,395 during the three month period ended June 30, 2014 for the option awards which was recorded as professional fees- related party. As of June 30, 2015, Mr. Farmer has not been paid the cash portion of his compensation and is owed $36,000 and $30,000 as of June 30, 2015 and March 31, 2015, respectively, which is included in accounts payable- related parties. |
Note 7 - Warrants
Note 7 - Warrants | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Warrant Disclosure [Text Block] | NOTE 7 – WARRANTS The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from similar companies given our limited trading history. The expected term of warrants granted is estimated at the contractual term as noted in the individual warrant agreements and represents the period of time that warrants granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the warrant is based on the U.S. Treasury bill rate in effect at the time of grant for treasury bills with maturity dates at the estimated term of the warrants. A summary of warrant activity as of June 30, 2015 and changes during the period then ended are presented below: Stock Warrants Number of Warrants Weighted Average Exercise Price Balance: April 1, 2015 300,000 $ 4.60 Granted - - Exercised - - Expired - - Balance: June 30, 2015 300,000 $ 4.60 Warrants exercisable at June 30, 2015 300,000 $ 4.60 No Warrant expense recognized during the three months ended June 30, 2015 or 2014. |
Note 8 - Options
Note 8 - Options | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Fair Value, Option [Text Block] | NOTE 8 – OPTIONS The fair value of each option granted is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from similar companies given our limited trading history. 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 treasury bills with maturity dates at the estimated term of the options. A summary of option activity as of June 30, 2015 and changes during the period then ended are presented below: Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance: April 1, 2015 308,000 $ 2.30 2.3 $ 102,600 Granted - - - Exercised - - - Expired - - - Balance: June 30, 2015 308,000 $ 2.3 2.08 $ 118,800 Options exercisable at June 30, 2015 308,000 $ 2.3 2.08 $ 118,800 No Option expense was recognized during the three months ended June 30, 2015. Option expense of $1,179,395 was included in professional fees for the three months ended June 30, 2014. |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – 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. Each Share of Preferred Stock bears an eight percent (8%) cumulative dividend, due and payable quarterly as of July 31, October 31, January 31 and April 30. The Company records cumulative dividends whether or not declared. During the three month periods ended June 30, 2015 and 2014, the Company recorded deemed dividends of $18,200 for undeclared dividends on the preferred stock. 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 and one warrant exercisable at $6.50 per share into one share of the Company’s common stock. 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 . Common stock During the quarter ended June 30, 2015, in accordance with the terms of the agreement with Mr. Richardson, the Company committed to issue 28,413 shares of common stock to Mr. Richardson valued at $60,000 for services (see Note 6). During the quarter ended June 30, 2014, the Company issued 13,846 shares of common stock valued at $60,000 to Fidare for services (see Note 6). During the quarter ended June 30, 2014, the Company issued Mr. Richardson, 13,846 shares of common stock valued at $60,000 for services (see Note 6). As of June 30, 2015, the Company has committed to issue a total of 85,623 shares of common stock. All issuable shares are unregistered shares. |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES We have 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 into Rangeford and we have no reason to assume that a claim will ultimately be made. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 3 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 11 – SUBSEQUENT EVENTS Effective July 1, 2015, the Company entered into a nine month sublease agreement for office space in Houston, Texas. In accordance of the terms of the sublease agreement, the Company would share approximately 4,000 square feet of office space with an oil and gas engineering firm for $3,000 per month. The Company also has a consulting contract with the engineering firm for oil and gas engineering consulting services. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | 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 and Cash Equivalents, Policy [Policy Text Block] | Cash Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company accounts for income taxes under ASC 740 "Income Taxes" "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” |
Fair Value Measurement, Policy [Policy Text Block] | 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 June 30, 2015 and March 31, 2015 . 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 June 30, 2015 or March 31, 2015 . |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Information FASB ASC 260, “ Earnings Per Share” |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share Based Expenses 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" "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". a b |
Reclassification, Policy [Policy Text Block] | Reclassifications and revision of prior period amounts Certain amounts in the June 30, 2014 financial statements have been reclassified to conform to the June 30, 2015 presentation. The Company has revised prior period statement of operations to include deemed preferred stock dividends of $18,200. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. |
Note 7 - Warrants (Tables)
Note 7 - Warrants (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule Of Share Based Compensation Stock Warrants Activity [Table Text Block] | Stock Warrants Number of Warrants Weighted Average Exercise Price Balance: April 1, 2015 300,000 $ 4.60 Granted - - Exercised - - Expired - - Balance: June 30, 2015 300,000 $ 4.60 Warrants exercisable at June 30, 2015 300,000 $ 4.60 |
Note 8 - Options (Tables)
Note 8 - Options (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance: April 1, 2015 308,000 $ 2.30 2.3 $ 102,600 Granted - - - Exercised - - - Expired - - - Balance: June 30, 2015 308,000 $ 2.3 2.08 $ 118,800 Options exercisable at June 30, 2015 308,000 $ 2.3 2.08 $ 118,800 |
Note 3 - Significant Accounti20
Note 3 - Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Mr. Richardson [Member] | ||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 85,623 | 17,692 |
Series A Convertible Preferred Stock [Member] | ||
Redeemable Preferred Stock Dividends | $ 18,200 | |
Redeemable Preferred Stock Dividends | $ 18,200 | $ 18,200 |
Note 4 - Agreement to Purchas21
Note 4 - Agreement to Purchase Oil and Gas Properties (Details Textual) | Aug. 17, 2015USD ($) | Aug. 06, 2014USD ($) | Sep. 30, 2013USD ($) | Apr. 30, 2015USD ($)a | May. 20, 2014USD ($) | Jan. 25, 2013USD ($)shares | Jun. 30, 2015shares | Mar. 31, 2015shares | Dec. 31, 2013USD ($)shares |
Black Gold Kansas Production LLC [Member] | Subsequent Event [Member] | George Prospect PSA [Member] | |||||||||
Purchase Price, Monthly Installments, Due at Closing | $ 15,000 | ||||||||
Purchase Price, Monthly Installment, Due 1 Month After Closing | 100,000 | ||||||||
Purchase Price, Monthly Installments, Due 2 Months After Closing | 100,000 | ||||||||
Purchase Price, Monthly Installments, Due 3 Months After Closing | $ 417,000 | ||||||||
Black Gold Kansas Production LLC [Member] | Subsequent Event [Member] | |||||||||
Payments to Acquire Oil and Gas Property and Equipment | $ 3,900,000 | ||||||||
Escrow Deposit | $ 15,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 2,352,000 | ||||||||
Term of Exploration Agreement | 3 years | ||||||||
Black Gold Kansas Production LLC [Member] | George Prospect PSA [Member] | |||||||||
Escrow Deposit | $ 10,000 | ||||||||
Working Interest | 30.00% | ||||||||
Revenue Interest | 26.25% | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | ||||||||
Area of Land | a | 3,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 767,000 | ||||||||
Great Northern Energy [Member] | Promissory Note I [Member] | |||||||||
Notes Payable | 1,100,000 | ||||||||
Great Northern Energy [Member] | Promissory Note II [Member] | |||||||||
Notes Payable | 2,700,000 | ||||||||
Great Northern Energy [Member] | |||||||||
Escrow Deposit | $ 100,000 | ||||||||
Stock Issued During Period, Shares, Other | shares | 7,400,000 | ||||||||
Asset Impairment Charges | $ 700,000 | ||||||||
Common Stock, Shares, Outstanding | shares | 7,400,000 | ||||||||
Increase (Decrease) in Deposits | $ 700,000 | ||||||||
Common Stock, Shares, Outstanding | shares | 20,105,293 | 20,105,293 | |||||||
Deposits Assets, Noncurrent | $ 36,557 |
Note 5 - Related Party Notes 22
Note 5 - Related Party Notes Payable and Advances (Details Textual) - USD ($) | Sep. 27, 2013 | Nov. 01, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Sep. 04, 2013 | Nov. 28, 2012 |
Hadley Note [Member] | Director [Member] | |||||||
Due to Related Parties, Current | $ 100,000 | ||||||
Debt Instrument, Term | 60 years | ||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 6.00% | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 20,000 | ||||||
Hadley Note [Member] | Series A Preferred Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 20,000 | ||||||
CE Trust [Member] | |||||||
Due to Related Parties | $ 100 | ||||||
Cicerone Corporate Development LLC [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.75% | ||||||
Cicerone Corporate Development LLC [Member] | Revolving Credit Facility [Member] | |||||||
Due to Related Parties, Current | $ 616,155 | ||||||
Loans and Leases Receivable, Gross, Consumer, Revolving, Other | $ 750,000 | ||||||
Cicerone Corporate Development LLC [Member] | |||||||
Proceeds from Related Party Debt | 17,496 | $ 91,576 | |||||
Deposit Liabilities, Accrued Interest | 27,176 | ||||||
Due to Related Parties, Current | 100 | $ 100 | |||||
Deposit Liabilities, Accrued Interest | $ 27,176 | $ 22,519 |
Note 6 - Other Related Party 23
Note 6 - Other Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Jul. 01, 2014 | Jun. 26, 2013 | |
Fidare [Member] | |||||
Professional Fees | $ 0 | $ 253,540 | |||
Common Stock, Value, Issued | $ 20,000 | ||||
Warrants Issued | 20,000 | ||||
Other Deferred Compensation Arrangements, Liability, Current | $ 20,000 | ||||
Obligated Common Stock Shares to BeIssued Under the Agreement | 28,605 | ||||
Mr. Richardson [Member] | Chief Executive Officer [Member] | |||||
Professional Fees | $ 90,000 | $ 283,540 | |||
Monthly Cash Compensation | 10,000 | ||||
Monthly Shares Issued for Compensation Value | $ 20,000 | ||||
Warrants Term | 2 years | ||||
Monthly Warrants Issued for Compensation | 20,000 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 28,413 | 13,846 | |||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 60,000 | $ 60,000 | |||
Officers' Compensation | 30,000 | 30,000 | |||
Warrant Value | $ 193,720 | ||||
Due to Related Parties | $ 297,721 | $ 267,721 | |||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 85,623 | ||||
Mr. Farmer [Member] | Director [Member] | Exercise Price Range 1 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 108,000 | ||||
Mr. Farmer [Member] | Director [Member] | Exercise Price Range 2 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||
Mr. Farmer [Member] | Director [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Due to Related Parties | $ 36,000 | 30,000 | |||
Mr. Farmer [Member] | Director [Member] | |||||
Monthly Cash Compensation | 2,000 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 1 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 3 | ||||
Professional Fees | 100,550 | $ 91,258 | |||
Common Stock, Value, Issued | 20,105 | $ 20,105 | |||
Stock or Unit Option Plan Expense | $ 0 | $ 1,179,395 |
Note 7 - Warrants (Details Text
Note 7 - Warrants (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Warrant Expense | $ 0 | $ 0 |
Note 7 - Warrant Activity (Deta
Note 7 - Warrant Activity (Details) - Jun. 30, 2015 - $ / shares | Total |
Balance: April 1, 2015 (in shares) | 300,000 |
Balance: April 1, 2015 (in dollars per share) | $ 4.60 |
Balance: June 30, 2015 (in shares) | 300,000 |
Balance: June 30, 2015 (in dollars per share) | $ 4.60 |
Warrants exercisable at June 30, 2015 (in shares) | 300,000 |
Warrants exercisable at June 30, 2015 (in dollars per share) | $ 4.60 |
Note 8 - Options (Details Textu
Note 8 - Options (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Stock or Unit Option Plan Expense | $ 0 | $ 1,179,395 |
Note 8 - Stock Options Activity
Note 8 - Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Mar. 31, 2015 | |
Balance: April 1, 2015 (in shares) | 308,000 | 308,000 |
Balance: April 1, 2015 (in dollars per share) | $ 2.30 | $ 2.30 |
Balance: April 1, 2015 | 2 years 29 days | 2 years 109 days |
Balance: April 1, 2015 | $ 118,800 | $ 102,600 |
Options exercisable at June 30, 2015 (in shares) | 308,000 | |
Options exercisable at June 30, 2015 (in dollars per share) | $ 2.30 | |
Options exercisable at June 30, 2015 | 2 years 29 days | |
Options exercisable at June 30, 2015 | $ 118,800 |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | |
Series A Convertible Preferred Stock [Member] | ||||
Dividends, Preferred Stock | $ 18,200 | $ 18,200 | ||
Preferred Stock, Shares Authorized | 3,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Redemption Price Per Share | $ 5 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||
Mr. Richardson [Member] | ||||
Stock Issued During Period, Shares, Issued for Services | 28,413 | 13,846 | ||
Stock Issued During Period, Value, Issued for Services | $ 60,000 | $ 60,000 | ||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 85,623 | 17,692 | ||
Fidare Consulting Group [Member] | ||||
Stock Issued During Period, Shares, Issued for Services | 13,846 | |||
Stock Issued During Period, Value, Issued for Services | $ 60,000 | |||
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Redemption Price Per Share | 5 | 5 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.50 | |||
Investment Warrants, Exercise Price | $ 7 | |||
Stock Issued During Period, Value, Issued for Services | $ (60,000) | $ (120,000) |
Note 10 - Commitments and Con29
Note 10 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 17, 2012 | |
Preferred Stock, Shares Issued | 182,000 | 182,000 | 3,000,000 |
Investment from Investors Amount | $ 300,000 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - Jul. 01, 2015 - Subsequent Event [Member] - Houston, Texas [Member] | USD ($)a |
Area of Real Estate Property | 4,000 |
Operating Leases, Rent Expense Per Month | $ | $ 3,000 |