UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
RANGEFORD RESOURCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75281D 20 2
(CUSIP Number)
FILING JOINTLY:
RF VENTURES, INC.
and
M.A. LITTMAN
7609 Ralston Road
Arvada, CO 80002
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 20, 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 0MB control
number.
CUSIP No. 75281D 20 2
This Amendment No. 2 is filed to amend the Schedule 13D filed with the SEC on
July 20, 2012, to update the disclosures in the Cover Page and Item Nos. 2 and
5, to reflect the change in managers of RF Colorado Ventures, LLC. There has not
been a decrease or increase in the ownership discussed here in.
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
RF VENTURES, INC. -- Former 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 0nly
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 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) 0 shares
Shares
Beneficially by 8. Shared Voting Power(1) 0 shares
Owned by Each
Reporting 9. Sole Dispositive Power (1) 0 shares
Person With
Power 10. Shared Dispositive Power(2) 0 shares
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(1) RF Colorado Ventures, LLC is the record owner of the 9,900,000 shares of
Rangeford Resources, Inc. on December 20, 2012 RF Ventures, Inc. was
removed as the manager of RF Colorado Ventures, LLC.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
RF Ventures, Inc. 0 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11) 0.0%
14. Type of Reporting Person
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.
ITEM 2. IDENTITY AND BACKGROUND.
RF VENTURES, INC. the Former 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 7609 Ralston Road, Arvada, CO 80002.
(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 and Director of RF Ventures, Inc.
(a) This statement on Schedule 13D is being filed on behalf of M.A. Littman.
(b) Mr. Littman's address is 7609 Ralston Road, Arvada, CO 80002.
(c) Mr. Littman is a corporate and securities attorney. He has served as the
President of RF Ventures, Inc. since March 2012.
(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.
In April 2012, RF Colorado Ventures, LLC commenced a private offering of its
equity interests, such funds were raised by RF Colorado Ventures, LLC in order
to purchase the 9,900,000 shares of Rangeford Resources, Inc. for $300,000.
ITEM 4. PURPOSE OF THE TRANSACTION.
RF Colorado Ventures, LLC is the direct holder of the shares of the Company and
as such has the ability to vote the shares. RF Colorado Ventures, LLC intends to
and may influence the following corporate activities:
(a) The acquisition by any person of additional securities of Rangeford
Resources, Inc.
(b) An extraordinary corporate transaction, such as a merger, reorganization or
acquisition, involving Rangeford Resources, Inc.;
(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) A material change in the present capitalization of Rangeford Resources,
Inc. including sales of equity;
(f) Any other material change in Rangeford Resources, Inc.'s business or
corporate structure;
(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;
(h) Not Applicable;
(i) Not Applicable; or
(j) Any action similar to any of those enumerated above.
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 Ventures, Inc. no longer has a beneficial ownership by virtue of
management of the shares of Rangeford Resources, Inc. held by RF
Colorado Ventures, LLC since on December 20, 2012, RF Ventures, Inc.
was removed as the Manager of RF Colorado Ventures, LLC, effective
December 1, 2012 and therefor no longer has any beneficial ownership
of the shares.
(b) For information regarding the number of shares of Rangeford Resources,
Inc.'s common stock to which RF Venture, Inc., of which Mr. Littman is
the President, is the former manager of RF Colorado Ventures, LLC,
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 Ventures, Inc. or Mr. Littman, during the past 60 days.
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On December 20, 2012, RF Ventures, Inc. was removed as the managing member of RF
Colorado, LLC., effective December 1, 2012.
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.
RF Ventures, Inc. 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 Statement of RF Ventures, Inc., and M.A. Littman as to the joint
filing of Schedule 13D, dated December 31, 2012.
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: December 31, 2012
RF VENTURES, INC.
/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