UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR |
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR |
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Commission file number 000-53309
RIVERDALE MINING INC.
(Exact name of registrant as specified in its charter)
NEVADA |
| 68-0672900 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
20 Carl Crescent
Toronto, Ontario
Canada M1W 3R2
(Address of principal executive offices, including zip code.)
1-877-536-0333
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer |
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Non-accelerated filer |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,000,00035,000 as of February 1,August 14, 2012.
2
RIVERDALE MINING INC.
FORM 10-Q
December 31, 2011June 30, 2012
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. | |
Item 2. | Management’s Discussion and Analysis of Financial Condition |
Item | |
Item 4. |
PART II-- OTHER INFORMATION
Item | |
Item | |
Item 2. | |
Item 3. | |
Item 4. |
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Item 5. | |
Item 6. |
3
CAUTIONARY STATEMENT ONSPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATIONSTATEMENTS
ThisThe following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Quarterly Report on Form 10-Q (this “Report”) containsand in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” and the like, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters thatHowever, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are not historical facts. Because they discuss future events or conditions,ineligible to rely on these safe harbor provisions. Such forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors thatwhich may cause ourthe actual results, level of activity, performance or achievementachievements of our Company to be materially different from theany future results, of operationsperformance or plansachievements expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of Given these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. Youreaders are cautioned not to place undue reliance on theseany forward-looking statements. We disclaim 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. New factors emerge from time to time, and it is not possible for us to predict which speak only aswill arise or to assess with any precision the impact of each factor on our business or the dateextent to which any factor, or combination of this Report. All subsequent written and oralfactors, may cause actual results to differ materially from those contained in any forward-looking statements concerning other matters addressedstatements.
Unless otherwise provided in this Report, and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Exceptreferences to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses“Company,” the words“Registrant,” the “Issuer,” “we,” “us,” “our,” and the “Company,” they“our” refer to Riverdale Mining Inc. “SEC” refers to the Securities and Exchange Commission.
PART I – FINANCIAL INFORMATION
4
PART I – FINANCIAL INFORMATION
Riverdale Mining Inc.
(An Exploration Stage Company)
December 31, 2011June 30, 2012
Basis of Presentation
The accompanying statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the ninethree months ended December 31, 2011June 30, 2012 are not necessarily indicative of results that may be expected for the year ending March 31, 2012.2013.
| F-1 | |
| F-2 | |
| F-3 | |
| F-4 |
5
(AN EXPLORATION STAGE COMPANY) BALANCE SHEETS Unaudited | ||||||
June 30, 2012 | March 31, 2012 | |||||
ASSETS |
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| CURRENT ASSETS |
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Cash | $ | 2,488 | $ | 442 | ||
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Total Current Assets |
| 2,488 |
| 442 | ||
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| TOTAL ASSETS | $ | 2,488 | $ | 442 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| CURRENT LIABILITIES |
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| Accounts payable and accrued expenses | $ | 369,217 | $ | 300,717 | |
| Demand note payable |
| 99,000 |
| 82,000 | |
| Accounts payable – related party |
| 9,980 |
| 12,674 | |
| TOTAL LIABILITIES | 478,197 |
| 395,391 | ||
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| COMMITMENTS AND CONTINGENCIES |
| - |
| - | |
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| STOCKHOLDERS' DEFICIT |
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Preferred Stock, 100,000,000 shares authorized, $0.00001 par value No shares are issued and outstanding | - | - | ||||
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| Common stock, 100,000,000 shares authorized, $0.00001 par value; 35,000 shares issued and outstanding, respectively | - | - | ||
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| Additional paid-in capital |
| 200,050 |
| 200,050 |
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| Deficit accumulated during exploration stage |
| (675,759) |
| (594,999) |
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| TOTAL STOCKHOLDERS' DEFICIT |
| (475,709) |
| (394,949) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 2,488 | $ | 442 |
5See accompanying notes to interim unaudited financial statements.
F-1
(AN EXPLORATION STAGE COMPANY) BALANCE SHEETS Unaudited | ||||||
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December 31, 2011 | March 31, 2011 | |||||
ASSETS |
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CURRENT ASSETS | ||||||
Cash | $ | 254 | $ | 2,677 | ||
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Total Current Assets |
| 254 |
| 2,677 | ||
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| TOTAL ASSETS | $ | 254 | $ | 2,677 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| CURRENT LIABILITIES |
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| Accounts payable and accrued expenses | $ | 222,505 | $ | 12,863 | |
| Demand note payable |
| 77,000 |
| 40,000 | |
| Accounts payable – related party |
| 9,573 |
| 11,405 | |
| TOTAL LIABILITIES | 309,078 |
| 64,268 | ||
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| COMMITMENTS AND CONTINGENCIES |
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| - | |
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| STOCKHOLDERS' DEFICIT |
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Preferred Stock, 100,000,000 shares authorized, $0.00001 par value No shares are issued and outstanding | - | - | ||||
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| Common stock, 100,000,000 shares authorized, $0.00001 par value; 7,000,000 shares issued and outstanding | 70 | 70 | ||
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| Additional paid-in capital |
| 199,980 |
| 199,980 |
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| Deficit accumulated during exploration stage |
| (508,874) |
| (261,641) |
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| TOTAL STOCKHOLDERS' DEFICIT |
| (308,824) |
| (61,591) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 254 | $ | 2,677 |
See accompanying condensed notes to interim unaudited condensed financial statements.F-1
(An Exploration Stage Company) STATEMENTS OF EXPENSES (Unaudited) | |||||||||||||
| For the period From | ||||||||||||
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| March 30, 2007 | |||||||||
| Three Months Ended |
| Nine Months Ended | Through | |||||||||
December 31, | December 31, | December 31, | December 31 | December 31, | |||||||||
2011 | 2010 | 2011 | 2010 | 2011 | |||||||||
COSTS AND EXPENSES | |||||||||||||
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Consulting fees | $ | 81,000 | $ | 4,959 | $ | 217,944 | $ | 15,691 | $ | 329,931 | |||
Legal & accounting |
| 3,000 |
| 3,500 |
| 12,830 |
| 8,500 |
| 88,509 | |||
Exploration |
| - |
| - |
| - |
| - |
| 16,500 | |||
General & administrative |
| 617 |
| 3,344 |
| 11,610 |
| 7,249 |
| 67,652 | |||
| Loan Interest |
| 1,890 |
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| 4,849 |
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| 6,282 | ||
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NET LOSS | $ | (86,507) | $ | (11,803) | (247,233) | $ | (31,440) | (508,874) | |||||
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NET LOSS PER COMMON SHARE- |
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| BASIC AND DILUTED | $ | (0.01) | $ | (0.00) | $ | (0.04) | $ | (0.00) |
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WEIGHTED AVERAGE |
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COMMON SHARES OUTSTANDING- BASIC AND DILUTED |
7,000,000 |
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(AN EXPLORATION STAGE COMPANY) STATEMENTS OF EXPENSES (Unaudited) | |||||||
Three Months Ended June 30, 2012 | Three Months Ended June 30, 2011 | For the period from March 30, 2007 (Inception) Through June 30, 2012 | |||||
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EXPENSES |
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| Consulting fees | $ | 77,260 | $ | 54,765 | $ | 485,191 |
| Legal and accounting |
| - |
| 280 |
| 91,863 |
| Exploration |
| - |
| - |
| 16,500 |
| Loan Interest |
| - |
| 1,247 |
| 8,152 |
| Compensation |
| - |
| - |
| 4,000 |
| Other general and administrative |
| 3,500 |
| 5,685 |
| 70,053 |
NET LOSS | $ | (80,760) | $ | (61,977) |
| (675,759) | |
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| NET LOSS PER COMMON SHARE- BASIC AND DILUTED |
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| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
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See accompanying condensed notes to interim unaudited condensed financial statements.
F-2
(AN EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) | (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) | |||||||||||||||
Months Ended June 30, 2012 |
Months Ended June 30, 2011 | For the period from March 30, 2007 (Inception) through June 30, 2012 | ||||||||||||||
For the period from March 30, 2007 (Inception) through December 31, 2011 | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | CASH FLOWS FROM OPERATING ACTIVITIES |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss | $ | (247,233) | $ | (31,440) | $ | (508,874) |
| Net loss | $ | (80,760) | $ | (61,977) | $ | (675,759) |
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| Adjustments to reconcile net loss to net cash used in operating activities: Change in operating assets and liabilities: |
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| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Increase in accounts payable and accrued expenses |
| 209,642 |
| 5,391 |
| 222,505 |
| Accounts payable and accrued expenses |
| 68,500 |
| 50,265 |
| 369,217 |
Net cash used in operating activities | Net cash used in operating activities |
| (37,591) |
| (26,049) |
| (286,369) | Net cash used in operating activities |
| (12,260) |
| (11,712) |
| (306,542) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES | CASH FLOWS FROM FINANCING ACTIVITIES |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Net advances from (repayments to) related party |
| (1,832) |
| 6,279 |
| 9,573 | Proceeds from related party advance |
| 312 |
| 1,092 |
| 12,986 | ||
| Proceeds from sale of common stock |
| - |
| - |
| 200,050 | Repayment of advance to related party |
| (3,006) |
| - |
| (3,006) | ||
| Proceeds from note payable |
| 37,000 |
| 25,000 |
| 77,000 | Proceeds from sale of common stock |
| - |
| - |
| 200,050 | ||
| Proceeds from note payable |
| 17,000 |
| 10,000 |
| 99,000 | |||||||||
Net cash provided by financing activities | Net cash provided by financing activities |
| 35,168 |
| 31,279 |
| 286,623 | Net cash provided by financing activities |
| 14,306 |
| 11,092 |
| 309,030 | ||
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Change in cash | Change in cash |
| (2,423) |
| 5,230 |
| 254 | Change in cash |
| 2,046 |
| (620) |
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Cash, beginning of period | Cash, beginning of period | $ | 2,677 | $ | 128 | $ | - | Cash, beginning of period | $ | 442 | $ | 2,677 | $ | 2,488 | ||
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Cash, end of period | Cash, end of period | $ | 254 | $ | 5,358 | $ | 254 | Cash, end of period | $ | 2,488 | $ | 2,057 | $ | 2,488 | ||
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SUPPLEMENTAL CASHFLOW DISCLOSURES | SUPPLEMENTAL CASHFLOW DISCLOSURES |
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| SUPPLEMENTAL CASHFLOW DISCLOSURES |
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| Interest paid | $ | - | $ | - | $ | - |
| Interest paid | $ | - | $ | - | $ | - |
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| Income taxes paid | $ | - | $ | - | $ | - |
| Income taxes paid | $ | - | $ | - | $ | - |
See accompanying condensed notes to interim unaudited condensed financial statements.
F-3
(AN EXPLORATION STAGE COMPANY) |
NOTES TO |
(Unaudited) |
NOTE 1. - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Riverdale Mining Inc. (“Riverdale Mining or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Riverdale’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 20102012 as reported in the Form 10-K have been omitted.
NOTE 2. - GOING CONCERN
From March 30, 2007 (dateThese 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 inception) to December 31, 2011, Riverdale Miningbusiness. As shown in the accompanying financial statements, the Company has not generatedno revenues, and has accumulated losses since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Riverdale Miningthe Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of Riverdale Miningthe Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. There is no guaranteeThese financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that Riverdale Mining willmight be able to complete any ofnecessary in the above objectives. These factors raise substantial doubt regardingevent the Riverdale Mining’s ability toCompany cannot continue as a going concern.
NOTE 3. – RELATED PARTY 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 December 31, 2011,June 30, 2012, the Company was indebted to aits related partyparties for the amount of $9,573$9,980 for expenses paid on behalf of the Company.
NOTE 4 – MINING CLAIMS
On January 31, 2011, the Company was unaware of its mineral title renew 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 the Company for $2,500, which was paid on February 15, 2011. The Sheelagh Creek Gold mining claim is held in the name of the Company’s president, Vladimir Vaskevich.
F-4
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NOTE 54. - DEMAND NOTE PAYABLE
As of December 31, 2011, RiverdaleJune 30, 2012, the Company borrowed $77,000$99,000 from CRG Finance. The notes bear 10% interest per year and are due on demand.
NOTE 65. - SUBSEQUENT EVENT
EVENTS
On JanuaryAugust 10, 2012, Riverdalewe borrowed $5,000an additional $7,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
We also received the remaining $3,000 related to a prior note.
F-5
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOR PLAN OF OPERATIONS.
This section of this quarterly report on Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
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
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.
Claims
The following is a list of tenure numbers, claim, and expiration date of our claims:
Tenure No. | Document Description | Number of Units or Cells | Date of Expiration |
845111 | Sheelagh Creek Gold | 1 | August 31, 2012 |
In order to maintain these claims we must pay a fee of CND$100 per year.
10
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.
Plan of Operation
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.
Plan of Operation for the Next Twelve Months
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. 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.
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.
Estimates and AssumptionsPlanned Exploration
In the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.
Trends Affecting Our Business
We do not recognize any trends which will affect our business. While it appears that we are in a world-wide recession, the demand for mineralized materials remains constant in good or bad economical cycles.
Plan of Operation for the Next Twelve Months
ManagementThe 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 evaluatingto locate and sample the resultsexposed vein and locate the potential extensions of the geology reportvein (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 determine what additional work should$12,000.
Due to a lack of working capital, the Company has suspended its mining exploration program at this time.
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, once operations commence. 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.
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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 done onable to sell any gold that we are able to recover from the property, if any. Currently, that is the Company’s only plan and it does not have plans to do any else.
property.
Results of Operations
Quarter Ended December 31, 2011June 30, 2012 Compared to Quarter Ended December 31, 2010June 30, 2011
1. Revenue and Operating Expenses
We did not generate any revenue for the period ended December 31, 2011,June 30, 2012, which remained unchanged from the period ended December 31, 2010.June 30, 2011. The reason we have not generated any revenue is because we are still in the exploration stage.
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Consulting fees increased by $76,041$22,495 from $4,959$54,765 for the three month period ended December 31, 2010June 30, 2011 to $81,000$77,260 for the three month period ended December 31, 2011.June 30, 2012. The reason for the increase was anthe result of signing a consulting agreement with CRG for consulting services forFinance whereby we agreed to pay CRG $25,000 per month.month for its services. Of the $25,000 due per month, $10,000 is payable and $15,000 is accrued.
Legal and accounting fees decreased by $500$280 from $3,500$280 for the three month period ended December 31, 2010June 30, 2011 to $3,000$nil for the three month period ended December 31, 2011.June 30, 2012. The increasereason for the decrease was primarily due to a decrease in legal and accounting expenses.the result of the timing of filing our periodic reports which went beyond the normal billing date into the next quarter.
Other administrative and miscellaneous decreased by $2,727$2,185 from $3,344$5,685 for the three month period ended December 31, 2010June 30, 2011 to $617$3,500 for the three month period ended December 31, 2011.June 30, 2012. The decrease was primarily due to a decrease indecreased telephone and office supply expenses.
2. Assets and Liabilities
Cash and cash equivalents were $254$2,488 at December 31, 2011June 30, 2012 as compared to $2,677$442 at March 31, 2011.2012.
Work Completed:
Exploration crew spent September 13 and 14th, 2008 on-site prospecting and sampling the Project. Access to the site was good and both the Black Diamond and the Independent showings were located and sampled on the first day.
As the Black Diamond showing is not mentioned in historic government reports it was decided that the entire second field day be spent prospecting the rest of the property with the hope of locating additional undocumented mineralized showings.
Observations and Results:
Black Diamond showing: The crew observed a caved adit, 4 trenches and a shallow shaft in this area. These old workings were developed on a series of narrow (+/- 4.0 inch) parallel quartz veins/veinlettes that were traced (by the workings) for approximately 150 feet. A total of six rock samples were collected from the better mineralized vein material. The highest gold value received was 2.3g/t from a sample of the dump material at the mouth of the caved adit. All of the other five rock samples returned values of less than 0.52g/t Au. While pyrite, galena, chalcopyrite and sphalerite were observed in most of the rock samples, none of the base metal elements (Pb, Zn, and Cu) returned values close to levels of economic interest.
Independentshowing: Three shallow pits/trenches were located in this area. These workings were also developed on a series of narrow quartz carbonate veinlettes/stockwork that carried trace amounts of arsenopyrite and pyrite. The highest gold value obtained from the four rock samples collected in this area was 885ppb (0.88g/t). The other three rock samples returned gold values of less than 150ppb.
General: Geological observation at the known showings and property wide prospecting confirmed the geological setting as previously reported. No additional “old workings” or mineralized zones were located during the course of the prospecting.
Conclusions and Recommendations: Based on the low gold values, narrow mineralized structures and short strike lengths of mineralization it is apparent that an insufficient volume of economically exploitable material (“ore”) occurs within the Project. As this is the case, it is recommend that no further work be carried
out on the South Rossland Project and that the claims either be abandoned or held under minimum care and maintenance.
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
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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
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 three claims comprising a total of 177.9 acres. The property is registered in our president's name.
As of December 31, 2011,June 30, 2012, we borrowed $77,000$99,000 from CRG Finance. The notes bear 10% interest and are due on demand.
On January 10, 2012 Riverdale borrowed $5,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
Since inception, we have issued 7,000,000 shares of our common stock and received $200,050.
In March 2007, we issued 5,000,000 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 $50. This was accounted for as an acquisition of shares.
In December 2007, we completed our public offering by raising $200,000 and issued 2,000,000 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 June 30, 2012, is 35,000 common shares.
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 December 31, 2011,the date of this Report, we have received $17,000 of the total loan balance.
As of June 30, 2012, our total assets were $254$2,488 consisting entirely of cash and our total liabilities were $309,078.
$478,197. As of June 30, 2012, we owe a related party $12,674 for advances made to the company. These advances are unsecured, bear no interest, and are due on demand.
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.
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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.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
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.
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Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no changesNo change in our system of internal controlscontrol over Financial reporting occurred during the quarter ended June 30, 2012 that has materially affected or in other factors that couldis reasonably likely to materially affect, those controls subsequent to the date of their last evaluation.our internal control over financial reporting.
PART II. OTHER INFORMATION
Currently we are not aware of any litigation pending or threatened by or against the Company.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECUITIES.
None.
ITEM 4. (REMOVED AND RESERVED)MINE SAFETY DISCLOSURES.
Not Applicable.
None.
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The following documents are included herein:
Exhibit No. | Document Description |
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10.7 | Senior Promissory Note, from the Company to CRG Finance AG, dated as of June 26, 2012, incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 16, 2012. |
10.8 | Senior Promissory Note, from the Company CRG Finance AG, dated as of August 10, 2012. |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
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101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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**SIGNATURESThe certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q are not deemed filed with
Pursuant to the Securities and Exchange Commission and are not to be incorporated by reference into any filingrequirements of Riverdale Mining, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 6th day of February, 2011.authorized.
Dated August 20, 2012.
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| RIVERDALE MINING INC. | |
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| BY: | /s/VLADIMIR VASKEVICH |
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| Vladimir Vaskevich, President, Principal |
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| Executive Officer, Treasurer, Principal |
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| Financial Officer and Principal Accounting |
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| Officer |
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EXHIBIT INDEX
Exhibit No. | Document Description |
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10.7 | Senior Promissory Note, from the Company to CRG Finance AG, dated as of June 26, 2012, incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 16, 2012. |
10.8 | Senior Promissory Note, from the Company CRG Finance AG, dated as of August 10, 2012. |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
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101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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