UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
RANGEFORD RESOURCES, INC.
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(Name of Issuer)
Common Stock
(Title of Class of Securities)
75281D 20 2
(CUSIP Number)
FILING JOINTLY:
RF COLORADO VENTURES, LLC
and
RF VENTURES, INC.
and
M.A. LITTMAN
518 17th Street, Suite 765
Denver, CO 80202
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 7, 2012
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
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CUSIP No. 75281D 20 2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
RF COLORADO VENTURES, LLC
RF VENTURES, INC. -- Manager of RF Colorado Ventures, LLC
M.A. LITTMAN -- President of RF Ventures, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization:
RF Colorado Ventures, LLC State of Colorado
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RF Ventures, Inc. State of Colorado
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M.A. Littman United States of America
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Number of 7. Sole Voting Power (1) 9,900,000 shares
Shares
Beneficially by 8. Shared Voting Power(1) 9,900,000 shares
Owned by Each
Reporting 9. Sole Dispositive Power (1) 9,900,000 shares
Person With
Power 10. Shared Dispositive Power 9,900,000 shares
(1) RF Colorado Ventures, LLC is the record owner of the shares, and
RF Ventures, Inc. is the manager of RF Colorado Ventures, LLC.
Mr. M.A. Littman is the President of RF Ventures, Inc.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
RF Colorado Ventures, LLC 9,900,000 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11) 98.19%
Based on 10,081,700 shares of common stock issued and
outstanding.
14. Type of Reporting Person
RF Colorado Ventures, LLC OO RF Ventures, Inc. OO
M.A. Littman IN
ITEM 1. SECURITY AND ISSUES.
This statement on Schedule 13D relates to shares of $0.001 par value Common
Stock of Rangeford Resources, Inc., a Nevada Corporation. The address of its
principal office is 518 17th Street, Suite 765, Denver, CO 80202.
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ITEM 2. IDENTITY AND BACKGROUND.
RF Colorado Ventures, LLC
(a) This statement on Schedule 13D is being filed on behalf of RF Colorado
Ventures, LLC.
(b) RF Colorado Ventures, LLC's address is 518 17th Street, Suite 765,
Denver, CO 80202.
(c) RF Colorado Ventures, LLC was organized in order to identify and
develop opportunities in the energy industry.
(d) RF Colorado Ventures, LLC has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) RF Colorado Ventures, LLC has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject or,
federal or state securities laws or finding any violation with respect
to such laws.
(f) State of Organization: Colorado
RF Ventures, Inc., the Managing Member of RF Colorado Ventures, LLC
(a) This statement on Schedule 13D is being filed on behalf of RF
Ventures, Inc.
(b) RF Ventures, Inc 's address is 518 17th Street, Suite 765, Denver, CO
80202.
(c) RF Ventures, Inc. was organized in order to identify and develop
opportunities in the energy industry.
(d) RF Ventures, Inc. has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors.)
(e) RF Ventures, Inc. has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject or, federal or state
securities laws or finding any violation with respect to such laws.
(f) State of Organization: Colorado
M.A. Littman, President of RF Ventures, Inc. which is the current manager of RF
Colorado Ventures, LLC.
(a) This statement on Schedule 13D is being filed on behalf of M.A.
Littman.
(b) M.A. Littman's address is 7609 Ralston Road, Arvada, CO 80002.
(c) Since March 2012, Mr. Littman has served as the President of RF
Ventures, Inc.
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(d) Mr. Littman has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors.)
(e) Mr. Littman has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject or, federal or state
securities laws or finding any violation with respect to such laws.
(f) Citizenship: United States of America
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION.
RF Colorado Ventures, LLC commenced a private offering of its equity interests
in order to purchase the 9,900,000 shares of Rangeford Resources, Inc. for
$300,000 through equity investors in the LLC.
ITEM 4. PURPOSE OF THE TRANSACTION.
RF Colorado Ventures, LLC intends to take control of, capitalize, and commence
energy production ventures with the Issuer.
RF Colorado Ventures, LLC, upon closing of the Share Purchase Agreement, will be
the direct holder of the shares of the Company and as such has the ability to
vote the shares. RF Ventures, Inc. is the manager of RF Colorado, LLC. RF
Colorado Ventures, LLC intends to and may influence the following corporate
activities:
(a) The acquisition by other persons of additional securities of Rangeford
Resources, Inc. through private placements;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or acquisition, involving Rangeford Resources, Inc. and
as yet undetermined acquisitions in the energy industry;
(c) No sale or transfer of a material amount of assets of Rangeford
Resources, Inc. or any of its subsidiaries is contemplated as
Rangeford has no assets, other than a small amount of cash;
(d) A change in the present board of directors or management of Rangeford
Resources, Inc.(new board members have been appointed), including any
plans or proposals to change the number of term or directors or to
fill any existing vacancies on the board;
(e) Material changes in the present capitalization of Rangeford Resources,
Inc. including sales of equity or debt are intended;
(f) Any other material change in Rangeford Resources, Inc.'s business or
corporate structure, which will include energy related acquisitions
are intended;
(g) Changes in Rangeford Resources, Inc.'s charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Rangeford Resources, Inc. by any person may
be enacted;
(h) Not Applicable;
(i) Not Applicable; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentage of outstanding shares of Rangeford Resources, Inc.'s common stock
reported below is based on the statement that there are 10,081,700 shares of
Rangeford Resources, Inc.'s common stock issued and outstanding.
(a) RF Colorado Ventures, LLC intends to purchase directly 9,900,000
shares of the Rangeford Resources, Inc.'s common stock, which is
98.19% of the issued and outstanding common stock issued and
outstanding at the time of this filing. RF Colorado Ventures, LLC is
managed by RF Ventures, Inc. and Mr. Littman is President of RF
Ventures, Inc. manager of RF Colorado Ventures, Inc. and therefore
controls RF Colorado Ventures, LLC.
(Based on 10,081,700 shares of common stock issued and outstanding.
Does not assume the exercise or conversion of any other equity
instruments Rangeford Resources, Inc. may have issued.)
(b) For information regarding the number of shares of Rangeford Resources,
Inc.'s common stock to which RF Colorado Ventures, LLC (which RF
Ventures, Inc manages and of which Mr. Littman is President) holds or
may be deemed to hold, reference is made to items (7) - (12) of the
cover page for this statement on Schedule 13D.
(c) Other than the purchases as set forth herein, there have been no other
transactions in shares of Rangeford Resources, Inc.'s common stock
effected by RF Colorado Ventures, LLC, RF Ventures, Inc., Mr. Littman,
during the past 60 days.
(d) Subject to closing under the Share Purchase Agreement, no person other
than RF Colorado Ventures, LLC (managed by RF Ventures, Inc. and Mr.
Littman) has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of
Rangeford Resources, Inc.'s common stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On August 6, 2012, RF Colorado Ventures, LLC closed on the purchase of the
9,900,000 shares of restricted common stock of Rangeford Resources, Inc.,
pursuant to the Share Purchase Agreement, dated July 5, 2012 by and between RF
Colorado Ventures, LLC, Rangeford Resources, Inc., and Orphan Holdings of Texas,
LLC.
The managing member of RF Colorado Ventures, LLC is RF Ventures, Inc., of which
M.A. Littman is the President.
On August 22, 2012, RF Colorado Ventures, Inc. entered into a Subscription
Agreement to purchase a 4.5% equity interest in RF Colorado Ventures, LLC. As a
part of the Subscription Agreement, RF Ventures, Inc. signed a secured corporate
promissory note for $22,500 as payment on the equity interest. The secured
corporate promissory note accrues interest at 6% per annum and is secured with a
Security and Pledge Agreement that provides for the 4.5% equity interest to
secure the promissory note.
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As part of the organization of RF Colorado Ventures, LLC, RF Ventures, Inc. was
issued a 0.5% equity interest in RF Colorado Ventures, LLC for its services in
organizing RF Colorado Ventures, LLC.
RF Colorado Ventures, LLC has no other contracts, arrangements, understandings
or relationships (legal or otherwise) with other persons with respect to the
securities of Rangeford Resources, Inc., other than as described in this
statement on Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 Share Purchase Agreement By and Between RF Colorado Ventures, LLC,
Rangeford Resources, Inc., and Orphan Holdings of Texas, LLC.
Incorporated by reference from the Schedule 13D filed with the
Securities and Exchange Commission on July 20, 2012.
10.2 Statement of RF Colorado Ventures, LLC, RF Ventures, Inc., M.A. Littman
as to the joint filing of Schedule 13D dated August 27, 2012.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 27, 2012 RF COLORADO VENTURES, LLC
By: /s/ M.A. Littman
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M.A. Littman, as President of RF Ventures
Inc., the Manager of RF Colorado
Ventures, LLC
RF VENTURES, INC.
By: /s/ M.A. Littman
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M.A. Littman, President
M.A. LITTMAN
/s/ M.A. Littman
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M.A. Littman, Individually
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