ITEM 1. BUSINESS.
Corporate Information
We were incorporated in the State of Nevada on March 30, 2007. Our address is 20 Carl Crescent, Toronto, Ontario, Canada M1W 3R2. Our telephone number is (877) 536-0333.
In 2007, in connection with the Company’s formation, the Company issued shares to each of its two officers and directors. The Company also sold shares of common stock to other investors. On May 31, 2012, the Company conducted a 1 for 200 reverse stock split (the “Reverse Stock Split”), pursuant to which the number of shares of the Company’s common stock outstanding was reduced from 7,000,000 shares to 35,000 shares. All figures for share ownership set forth in this Report reflect the Reverse Stock Split. In connection with the Reverse Stock Split, the Company’s Articles of Incorporation were amended.
We are an exploration stage corporation. An exploration stage corporation is one engaged in the search of mineral deposits or reserves which are not in either the development or production stage. We intend to conduct mineral exploration activities on one property located in British Columbia, Canada.
We have no operations, no revenues, and have experienced losses since inception. We have relied on upon the sale of our securities and loans from our officers and directors to fund operations since our inception. There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.
Due to a lack of working capital, the Company has suspended its mining exploration program at this time. If the Company is able to raise sufficient funds, it may pursue additional exploration activities at the current property, or pursue exploration activities at properties which have not yet been identified.
Background
In June 2007, Vladimir Vaskevich, our president and a member of our board of directors acquired one mineral property containing (i) two claims of one unit each and (ii) one claim consisting of one cell in British Columbia, Canada. At that time, Mr. Vladimir Vaskevich executed a declaration of trust acknowledging that he holds the property in trust for us. Mr. Vaskevich will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. British Columbia allows a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by registering the claim area on the British Columbia Mineral Titles Online system. The Mineral Titles Online system is the Internet-based British Columbia system used to register, maintain and manage the claims. A cell is an area which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals.
The online grid is the geographical basis for the cell. The property was registered by a non affiliated third party. Under British Columbia law, title to British Columbia mining claims can only be held by British Columbia residents or by a British Columbia corporation. In order to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe that such an expenditure would not be an appropriate use of Company funds at this time.
In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr. Vaskevich will convey title to the property to the wholly owned subsidiary corporation. Should Mr. Vaskevich transfer title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend operations. However, Mr. Vaskevich would be liable to us for monetary damages for breaching the terms of his oral agreement with us to transfer his title to a subsidiary corporation we create. To date we have not performed any work on the property. All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty Elizabeth II. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Company property, that is the province of British Columbia.
Canadian law now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Company property is one such acquisition. Accordingly, fee simple title to the Company’s property resides with the Crown.
The property is comprised of mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. The Crown does not have the right to reclaim provided a minimum fee of CDN$100 is paid timely. The Crown could reclaim the property in an eminent domain proceeding, but would have to compensate the lessee for the value of the claim if it exercised the right of eminent domain. It is highly unlikely that the Crown will exercise the power of eminent domain. In general, where eminent domain has been exercised it has been in connection with incorporating the property into a provincial park.
The property is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.
There are no native land claims that affect title to the property. We have no plans to try to interest other companies in the property if mineralization is found. If mineralization is found, we will attempt to develop the property ourselves.
Claims
The following is a list of tenure numbers, claim, and expiration date of our claims:
In order to maintain these claims we must pay a fee of CND$100 per year.
Geology and Mineralization
The Sheelagh Creek showing is located on the east wall of a small intermittent stream draining from the north into Sheelagh Creek within the Eskay Creek region of Northwestern British Columbia The showing consists of a 2.5 (8.2 feet) to 3.5-metre (11.5 feet) wide quartz vein striking approximately 045 degrees and dipping about 75 degrees to the northwest. It is traceable over 8 metres (26.25 feet) before it disappears under the surrounding overburden.
Mineralization consists of disseminated to semi massive pods of pyrite. Three one-metre rock chip samples were taken across the face of vein and produced assay results of 15.77 grams per tonne gold and 41.83 grams per tonne silver over 3.0 meters. A selected grab sample returned values of 61.37 grams per tonne gold and 109.4 grams per tonne silver.
Supplies
Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment needed to conduct exploration activities.
Planned Exploration
The Company has received recommendations that it should conduct a helicopter supported geological mapping and sampling program in combination with a micro-grid soil geochemical survey. The objective of this work is to locate and sample the exposed vein and locate the potential extensions of the vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey. As helicopter support is required for this work, the estimated cost of this program is $10,000 to $12,000.
Due to a lack of working capital, the Company has suspended its mining exploration program at this time. MAP 1
Competitive Factors
The Canadian gold mining industry is highly fragmented: there is there are a large number of gold prospectors and producers of diverse size. At the present time, the Company has not commenced the exploration or extraction of minerals and we do not compete with any other parties for the exploration or removal of minerals from the property. We are an extremely small exploration company.
Markets
Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we anticipate that we will be able to sell any gold that we are able to recover from the property.
Intellectual Property
The Company does not own any patents, trademarks or copyrights.
Regulations
Our property is registered on British Columbia Mineral Titles Online system. We are also subject to the British Columbia Mineral Exploration Code (the “Code”) which tells us how and where we can explore for minerals.
This act sets forth rules for
*
locating claims
*
posting claims
*
working claims
*
reporting work performed
We can explore for minerals on the property and are in compliance with the Code rules and regulations. The Code rules and regulations will not adversely affect our operations.
Environmental Law
We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:
1.
health and safety
2.
archaeological sites
3.
exploration access
We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.
We will be required to secure all necessary permits for exploration and, if development is warranted on the property, we will be required to file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. We do not expect that any endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.
We are in compliance with the Code and will continue to comply with the Code in the future. We believe that compliance with the Code will not adversely affect our business operations in the future.
We will be required to comply with environmental regulations in British Columbia, including returning the surface to its previous condition once we have completed our operations at the property. We cannot speculate on those costs in light of our ongoing plans for exploration. When we are ready to drill, we will notify the Inspector of Mines for British Columbia. The Inspector of Mines will require a bond to be put in place to assure that the property will be restored to its original condition. We have estimated the cost of restoring the property to be between $3,000 to $9,000, depending upon the number of holes ultimately drilled on the property.
Employees and Employment Agreements
We intend to use the services of subcontractors for manual labor exploration work on our properties.
At the present time, we have no employees, other than our officer and directors. Our officer and directors are part-time employees and will devote about 10% of their time to our operations. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Because our officers and directors are inexperienced with exploration, they hired qualified persons to perform the surveying of our property.
Where You Can Find More Information
The Company files annual, quarterly and other requisite filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.
You may also request a copy of our filings at no cost, by writing or telephoning us at:
Riverdale Mining Inc.
20 Carl Crescent, Toronto
Ontario, Canada M1W 3R2
Attention: Vladimir Vaskevich, President
ITEM 1A.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
Our business office is located in the home of our president, Vladimir Vaskevich, at 20 Carl Crescent Ave., Toronto, Ontario, Canada M1W 3R2. Mr. Vaskevich permits the Company to utilize this space at no cost.
Information about the property on which the Company intends to conduct its mining exploration activities is set forth under “Item 1. Business,” above, which is incorporated herein by reference thereto.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Information regarding the property on which the Company intends to engage in exploration activities is set forth under Item 1, Business, above, which is incorporated herein by reference thereto.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our shares are traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “RVDM.” The following sets forth the high and low bid quotations for the Company’s common stock as reported on the Over-the-Counter Bulletin Board for each quarter since April 1, 2010. These quotations reflect prices between dealers and do not include retail mark-ups, markdowns and commissions and may not necessarily represent actual transactions. These quotations have not been adjusted to reflect the Company's May 31, 2012 reverse stock split.
Holders
As of the date of this report, there were 43 stockholders of record of the Company’s common stock. Of the 35,000 shares of common stock outstanding as of the date of this report, 25,000 shares were owned by our officers and directors.
Dividends
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Stock Option Grants
To date, we have not granted any stock options.
Securities Authorized for Issuance under Equity Compensation Plans
At the present time, the Company does not have an equity compensation plan.
Purchases of Equity Securities by the Company
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.
Estimates and Assumptions
In the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.
Background
On July 15, 2010, we purchased the Sheelagh Creek Gold mining claim for $5,000. The property is registered in the name of our President.
On January 31, 2010, we were unaware that our mineral title needed to be renewed and inadvertently did not renew the Sheelagh Creek Gold mining claim in time. The claim was automatically forfeited and was re-staked by Speebo Inc. On February 15, 2011, Speebo Inc. agreed to resell the claim to us for $2,500. The $2,500 was paid on February 15, 2011 and the Sheelagh Creek Gold mining claim is held in the name of our President, Vladimir Vaskevich. A copy of the bill of sale is filed as Exhibit 10.1 to our Form 10-Q filed on March 22, 2011 and is incorporated herein by reference thereto.
Geological Information:
The Sheelagh Creek showing is located on the east wall of a small intermittent stream draining from the north into Sheelagh Creek within the Eskay Creek region of Northwestern British Columbia The showing consists of a 2.5 (8.2 feet) to 3.5-metre (11.5 feet) wide quartz vein striking approximately 045 degrees and dipping about 75 degrees to the northwest. It is traceable over 8 metres (26.25 feet) before it disappears under the surrounding overburden.
Mineralization consists of disseminated to semi massive pods of pyrite. Three one-metre rock chip samples were taken across the face of vein and produced assay results of 15.77 grams per tonne gold and 41.83 grams per tonne silver over 3.0 meters. A selected grab sample returned values of 61.37 grams per tonne gold and 109.4 grams per tonne silver.
A helicopter supported geological mapping and sampling program in combination with a micro-grid soil geochemical survey is recommended. The objective of this work is to locate and sample the exposed vein and locate the potential extensions of the vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey. As helicopter support is required for this work the estimated cost of the program is $10,000 to $12,000.
The Company has received recommendations that it should conduct a helicopter supported geological mapping and sampling program in combination with a micro-grid soil geochemical survey. The objective of this work is to locate and sample the exposed vein and locate the potential extensions of the vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey. As helicopter support is required for this work, the estimated cost of this program is $10,000 to $12,000.
On August 4, 2010, we allowed our previous mining claims, Rainy Day #1, 2, and 3, (tenure numbers 403434, 403435, 533578) to be forfeited. We completed our exploration program and the sample evaluations indicated that there was minimal mineralized material on the property and it was not economically feasible to continue with the claims.
Plan of Operation
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point.
Results of Operations
Period Ended March 31, 2012 Compared to Period Ended March 31, 2011
1. Revenue and Operating Expenses
We did not generate any revenue during the period ended March 31, 2012, which remained unchanged from the period ended March 31, 2011. The reason we have not generated any revenue is because we are still in the exploration stage.
Consulting fees increased by $247,939 from $21,005 for the year ended March 31, 2011 to $295,944 for the year ended March 31, 2012 as we utilized additional consulting services.
Other administrative and general expenses decreased by $266 from $10,777 for the year ended March 31, 2011 to $10,511 for the year ended March 31, 2012. The increase was primarily due to an increase in our telephone expenses.
2. Assets and Liabilities
Cash and cash equivalents were $442 at March 31, 2012 as compared to $2,677 at March 31, 2011. Much of this cash was utilized to pay telephone expenses.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
Due to a lack of working capital, the Company has suspended its mining exploration program at this time. If the Company is able to raise sufficient funds, it may pursue additional exploration activities at the current property, or pursue exploration activities at properties which have not yet been identified. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Future equity financing could result in additional dilution to existing shareholders.
We anticipate that the Company will require approximately $20,000 to maintain its current level of activity for the next year- including filing reports with the U.S. Securities and Exchange Commission, paying required government fees, and paying the Company’s attorneys and auditors.
Liquidity and Capital Resources
From March 30, 2007 (date of inception) to March 31, 2012, we have not generated revenues and we have accumulated losses since inception. Our continuation as a going concern is dependent upon the continued financial support our shareholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. There is no guarantee that we will be able to complete any of the objectives set forth above. These factors raise substantial doubt regarding our ability to continue as a going concern
At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
We have the right to explore one property which consists of one claim comprising a total of 179 acres. The property is registered in our president's name.
As of March 31, 2012, we borrowed $82,000 from CRG Finance of which, as at year end, we had received $82,000 of the total $82,000 as per the loan agreements. The notes bear 10% interest and are due on demand. As of the date of this Report, we have received the total $82,000, of which, the total $82,000 remains outstanding and due upon demand.
Since inception, we have issued 35,000 shares of our common stock and received $200,050 from shareholders.
In March 2007, we issued 25,000 shares of common stock to our officers and directors pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The purchase price of the shares was $-0- total. This was accounted for as an acquisition of shares.
In December 2007, we completed our public offering by raising $200,000 and issued 10,000 shares of common stock.
On March 26, 2012, our Board of Directors approved and recommended a reverse stock split of its common shares on the basis of 200 shares to 1. The number of post-split shares outstanding as of March 31, 2012, is 35,000 common shares.
As of March 31, 2012, our total assets were $442 consisting entirely of cash and our total liabilities were $395,391.
During the year ended March 31, 2011, we repaid our president $10,000 for loans he made to the Company for operating expenses. As of March 31, 2012, we still our related parties $12,674 for advances they made to the company. The advance is unsecured, bears no interest and is due upon demand.
On April 17, we borrowed and received an additional $10,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
On June 26, 2012, we borrowed an additional $10,000 from CRG Finance AG. The loan is due upon demand and compounds interest at 10.0% per annum. As of the date of this Report, we have received $7,000 of the total loan balance.
Plant and Equipment
The Company has spent $0 on plant and equipment to date, and anticipates expending $0 on plant and equipment in the fiscal year ended March 31, 2013. If the Company is able to raise additional funds, the Company may spend a portion of such funds on plant and equipment related to the current property, or properties which may be identified.
Research and Development
The Company anticipates spending $0 on mining exploration in the fiscal year ending March 31, 2013. If the Company is able to raise additional funds, the Company anticipates that it will spend a portion of such funds on mining exploration.
Employees
At the present time, the Company has no employees, other than our officer and directors.
Critical Accounting Policies
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.
Revenue recognition
The Company’s revenue consists of obtaining the ability to find mineralized material that is economically feasible to extract from our property.
Impairment of long lived assets
Long-lived assets of the Company are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value has become impaired, in accordance with the guidance established in Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.
Income taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
Recent Accounting Pronouncements.
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors
Riverdale Mining, Inc.
(An Exploration Stage Company)
Ontario, Canada
We have audited the accompanying balance sheets of Riverdale Mining, Inc. as of March 31, 2012 and 2011 and the related statements of expenses, cash flows and changes in stockholders’ equity (deficit) for the years then ended, for the period from March 30, 2007 (inception) through March 31, 2012. These financial statements are the responsibility of Riverdale’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Riverdale is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Riverdale’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverdale as of March 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and the period from March 30, 2007 (inception) to March 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Riverdale will continue as a going concern. As discussed in Note 2 to the financial statements, Riverdale has no revenues and has accumulated losses since inception which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MALONEBAILEY, LLP
MALONEBAILEY, LLP
www.Malonebailey.com
Houston, Texas
July 12, 2012
See accompanying summary of accounting policies and notes to the financial statements.
See accompanying summary of accounting policies and notes to the financial statements.
See accompanying summary of accounting policies and notes to the financial statements.
See accompanying summary of accounting policies and notes to the financial statements.
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Riverdale Mining Inc. (the “Company") was incorporated on March 30, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties. The Company maintains offices in Reno, Nevada and in Toronto, Canada. The Company is an Exploration Stage Company, as defined by ASC 7 “Accounting and Reporting for Development Stage Enterprises”.
Use of Estimates.
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.
Acquisition, Exploration and Development Costs.
Mineral property acquisition, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10, "Accounting for Impairment or Disposal of Long-Lived Assets." The Company currently does not have any long-lived assets and therefore no adjustments are needed at March 31, 2012.
Basic and Diluted Net Income (Loss) Per Share.
The Company computes net income (loss) per share in accordance with ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Basic and diluted EPS are the same in fiscal 2012 and 2011 due to no common stock equivalents.
Cash and Cash Equivalents.
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Cash consists of cash on deposit with a high quality major financial institution and to date; the Company has not experienced any losses on its balances.
Income Taxes.
The Company accounts for its income taxes in accordance with ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.
Recent Accounting Pronouncements.
Riverdale Mining does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has no revenues, has accumulated losses since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS
The Company occupies office space provided by the president of the Company at no cost. The value of the space is not considered materially significant for financial reporting purposes. Advances on behalf of the Company are non-interest bearing and due on demand. As of March 31, 2012, the Company was indebted to its related parties for the amount of $12,674 for expense paid on behalf of the Company.
NOTE 4 - DEMAND NOTE PAYABLE
As of March 31, 2012, Riverdale borrowed $82,000 from CRG Finance. The note bears 10% interest and is due on demand.
NOTE 5 - PREFERRED AND COMMON STOCK
The Company is authorized to issue 100,000,000 shares of $0.00001 par value preferred stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting right are not cumulative and, therefore, the holders of more than 50% of the preferred stock could, if they choose to do so, elect all of the directors of the Company. There are no preferred shares issued.
On March 26, 2012, our Board of Directors approved and recommended a reverse stock split of its common shares on the basis of 200 shares to 1. The number of post-split shares outstanding as of March 31, 2012, is 35,000 common shares.
NOTE 6 - INCOME TAXES
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company has net operating losses of approximately $595,000 which begin expiring in 2030. The potential benefit of Company’s net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward
NOTE 7 - SUBSEQUENT EVENT
On April 17, 2012, we borrowed and received an additional $10,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
On June 26, 2012, we borrowed an additional $10,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum. As of the date of this report, we have received $7,000 of the total loan balance.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, 2012, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Report.
Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table presents information with respect to our officers, directors and significant employees as of July 9, 2012:
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.
The persons named above have held their offices since inception of our company and are expected to hold their offices until the next annual meeting of our stockholders.
Background of Officers and Directors
Set forth below is biographical information regarding the Company’s current officers, directors and significant employees as of July 12, 2012.
Vladimir Vaskevich. Mr. Vaskevich has been our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and a director since March 30, 2007. From January 2006 till January 2007, Mr. Vaskevich worked as a realtor for Prudential Sterling Realty, in Burnaby, British Columbia. From January 2001 to January 2006, Mr. Vaskevich served as president and operations director for Centre City Health Recovery Inc. in Mississauga, Ontario. From April 2001 to September 2004, Mr. Vaskevich was executive vice president for Metro Assessment, Functional Capacity and Psychological Examination Centre in Toronto, Ontario. From 1998 to January 2001, he served as wholesale sales manager at Valvo Auto Sales in Toronto, Ontario.
Director Qualifications:
The Company has determined that Mr. Vaskevich’s extensive experience as a businessman has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.
Mikhail Ratchkovski. Mr. Ratchkovski has been our secretary and a director since March 30, 2007. Since January 2005, Mr. Ratchkovski has been employed by Pacific Quorum Properties located in Vancouver as property manager, where he was responsible for overseeing stratified residential accounts, preparation of yearly maintenance and capital project budgets, hiring of staff for strata buildings, and conducting monthly and annual general meetings for the Stratas. From January 1993 to January 2005, Mr. Ratchkovski was employed with the Resort Municipality of Whistler in a Bylaw Services where he was responsible for compliance with city codes, sign permits and issuance of business licenses. Other than our board of directors, Mr. Ratchkovski has not been a member of the board of directors of any corporations during the last five years.
Director Qualifications:
The Company has determined that Mr. Ratchkovski’s extensive experience as a businessman has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the company: (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type or business, securities or banking activities; or (4) was found by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Board Committees
Audit Committee
The Company’s audit committee is composed of its entire Board of Directors, Vladimir Vaskevich and Mikhail Ratchkovski.
Audit Committee Financial Expert
Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d) (5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.
Disclosure Committee
Disclosure committee functions are performed by our entire board of directors.
Director Nominations
There have been no changes in the year ended March 31, 2012 to the procedures by which security holders may recommend nominees to our board of directors.
Code of Ethics
We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-K filed on July 3, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation paid by the Company for the last two fiscal years.
Summary Compensation Table
No persons have been entitled to compensation in excess of $100,000 per year prior to the fiscal year ended June 30, 2011.
We do not anticipate paying any salaries in 2012. We do not anticipate paying salaries until we have a defined ore body and begin extracting minerals from the ground.
As of the date hereof, we have not entered into employment contracts with any of our officers or directors.
Compensation of Directors
The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors.
Outstanding Equity Awards at Fiscal Year-End
As of the Company’s most recent fiscal year end, no officer, director or employee of the Company was entitled to any equity awards.
Pension Benefits and Compensation Plans
We do not have any pension benefits or compensation plans.
Potential Payments Upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of July 9, 2012 by (i) each director of the Company; (ii) each of the Company's officers named in the Summary Compensation Table and other key employees of our Company; (iii) each person who is known by the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock; and (iv) all directors and named executive officers as a group. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. The percentage of ownership set forth below reflects each holder's beneficial ownership interest in 35,000 issued and outstanding shares of the Company's common stock.
Amount and Nature of Beneficial Ownership
(1) The mailing address for Vladimir Vaskevich is 20 Carl Crescent, Toronto, Ontario, Canada M1W 3R2.
(2) The mailing address for Mikhail Ratchkovski is 32 Bruce Street, London, Ontario, Canada N6C 1G4.
A person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within sixty (60) days, including but not limited to any right to acquire beneficial ownership through the exercise of any option, warrant or right.
The Company is not aware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.
Changes in Control
As of the date of filing of this Report, the Company is unaware of any arrangement which may result in a change in control.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Our President, Vladimir Vaskevich advanced $9,980 to us during the year ended March 31, 2012 to pay for the legal fees, accounting fees and other general administrative expenses relating to this Report. The advances on behalf of the Company are non-interest bearing and remaining outstanding as of the date of this Report.
Additionally, our secretary, Mikhail Ratchkovski advanced $2,694 to us as of March 31, 2012 to pay for other general administrative expenses on behalf of the company, which were repaid as of the date of this Report.
Director Independence
The Company’s Board of Directors has determined that none of its current directors are “independent.” The Company has adopted the standards for director independence contained in the Nasdaq Marketplaces Rule 5605(a)(2).
Board of Directors
Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.
The board is also responsible for:
selecting and assessing members of the Board;
choosing, assessing and compensating the Chief Executive Officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
ensuring the integrity of our company’s internal control and management information systems;
approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
reviewing and approving any other issues which, in the view of the Board or management, may require Board scrutiny.
Nomination of Directors
The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.
Assessments
The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit fees
The aggregate fees billed for the two most recently completed fiscal periods ended March 31, 2012 and March 31, 2011 for professional services rendered by MaloneBailey, LLP, registered public accountants, for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements and involvement with various in arrears filing earlier in 2009. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
- approved by our audit committee; or
- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
The Company’s audit committee is composed of its entire Board of Directors, Vladimir Vaskevich and Mikhail Ratchkovski. Our entire board of directors pre-approves all services provided by our independent auditors.
All of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIVERDALE MINING INC.
BY: VLADIMIR VASKEVICH
Name: Vladimir Vaskevich
Title: President, Principal Executive Officer,
Treasurer, Principal Financial Officer,
Principal Accounting Officer, and a member
of the Board of Directors
Date: July 12, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
EXHIBIT INDEX