UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended December 31, 2012 |
| |
| or |
| |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _____________ to _____________ |
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 [ ]
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 | | [ ] | | Accelerated filer | | [ ] |
Non-accelerated filer | | [ ] | | Smaller reporting company | | [X] |
(Do not check if a smaller reporting company) | | | | |
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: 35,000 as of February 7, 2013.
2
RIVERDALE MINING INC.
FORM 10-Q
December 31, 2012
INDEX
PART I-- FINANCIAL INFORMATION
PART II-- OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The 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”) and 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 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 we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are 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 our 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 any 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 will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Riverdale Mining Inc.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Riverdale Mining Inc.
(An Exploration Stage Company)
December 31, 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 three months ended December 31, 2012 are not necessarily indicative of results that may be expected for the year ending March 31, 2013.
5
RIVERDALE MINING INC. (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS Unaudited |
| | | | |
| | December 31, 2012 | | March 31, 2012 |
ASSETS |
| |
| |
| CURRENT ASSETS |
Cash | $ | 1,832 | $ | 442 |
| | | | |
Total Current Assets | | 1,832 | | 442 |
| | | | |
| TOTAL ASSETS | $ | 1,832 | $ | 442 |
| | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | |
| | | | |
| CURRENT LIABILITIES | | | | |
| Accounts payable and accrued expenses | $ | 541,753 | $ | 300,717 |
| Demand note payable | | 124,000 | | 82,000 |
| Accounts payable – related party | | 9,980 | | 12,674 |
| TOTAL LIABILITIES |
| 675,733 | | 395,391 |
| | | | |
| | | | |
| STOCKHOLDERS' DEFICIT | | | | |
| | Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares are issued and outstanding | | - | | - |
| | Common stock, 100,000,000 shares authorized, $0.00001 par value; 35,000 shares issued and outstanding | | - | | - |
| | Additional paid-in capital | | 200,050 | | 200,050 |
| | Deficit accumulated during exploration stage | | (873,951) | | (594,999) |
| | TOTAL STOCKHOLDERS' DEFICIT | | (673,901) | | (394,949) |
| | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$
|
1,832
|
$
| 442 |
See accompanying notes to interim unaudited financial statements.
F-1
RIVERDALE MINING INC.
(An Exploration Stage Company) STATEMENTS OF EXPENSES (Unaudited) |
| | | Three Months Ended | | Nine Months Ended | | For the period From March 30, 2007 (Inception) Through |
| | December 31, | | December 31, | | December 31, |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 |
| | | | | | | | | | | |
COSTS AND EXPENSES | | | | | | | | | | |
| | | | | | | | | | |
| | Consulting fees | $ | 78,340 | $ | 81,000 | $ | 236,315 | $ | 217,944 | $ | 644,246 |
| | Legal & accounting | | 18,300 | | 3,000 | | 25,800 | | 12,830 | | 117,663 |
| | Compensation | | - | | - | | - | | - | | 4,000 |
| | Exploration | | 3,000 | | - | | 3,000 | | - | | 19,500 |
| | General & administrative | | 1,261 | | 617 | | 6,334 | | 11,610 | | 72,887 |
| Loan Interest | | 7,503 | | 1,890 | | 7,503 | | 4,849 | | 15,655 |
| | | | | | | | | | | |
NET LOSS | $ | (108,404) | $ | (86,507) | | (278,952) | $ | (247,233) | | (873,951) |
| | | | | | | | | | |
NET GAIN( LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ | (3.10) | $ | (2.47) | $ | (7.97) | $ | (7.06) | | |
| | | | | | | | | | |
| | | | | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING- BASIC
AND DILUTED | |
35,000 | |
35,000
| | 35,000 | |
35,000
| | |
| | | | | | | | | | | | | |
See accompanying notes to interim unaudited financial statements.
F-2
RIVERDALE MINING INC. (AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (Unaudited) |
| |
For the Nine
Months Ended December 31, 2012 |
For the Nine
Months Ended December 31, 2011 | For the period from March 30, 2007 (Inception) through December 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net loss | $ | (278,952) | $ | (247,233) | $ | (873,951) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
| Accounts payable and accrued expenses | | 241,036 | | 209,642 | | 541,753 |
Net cash used in operating activities | | (37,916) | | (37,591) | | (332,198) |
| | | | | | |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
| Proceeds from related party advances | | 312 | | - | | 12,986 |
| Repayment of related party advances | | (3,006) | | (1,832) | | (3,006) |
| Proceeds from sale of common stock | | - | | - | | 200,050 |
| Proceeds from note payable | | 42,000 | | 37,000 | | 124,000 |
Net cash provided by financing activities | | 39,306 | | 35,168 | | 334,030 |
| | | | | | |
Change in cash | | 1,390 | | (2,423) | | 1,832 |
| | | | | | |
Cash, beginning of period | $ | 442 | $ | 2,677 | $ | - |
| | | | | | |
Cash, end of period | $ | 1,832 | $ | 254 | $ | 1,832 |
| | | | | | |
SUPPLEMENTAL CASHFLOW DISCLOSURES | | | | | | |
| Interest paid | $ | - | $ | - | $ | - |
| Income taxes paid | $ | - | $ | - | $ | - |
| | | | | | | | | |
See accompanying notes to interim unaudited financial statements.
F-3
RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(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 2012 as reported in the Form 10-K have been omitted.
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 of $873,951 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 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, 2012, the Company was indebted to its related parties for $9,980 for expenses paid on behalf of the Company.
NOTE 4. - DEMAND NOTES PAYABLE
To date, the Company has borrowed a total of $124,000 from CRG Finance. The Company has issued notes to CRG Finance AG in connection with these loans, each of which have an interest rate of 10% and are due on demand.
F-4
RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited) |
|
|
|
NOTE 5. - SUBSEQUENT EVENTS
On January 28, 2013, the Company borrowed an additional $10,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
F-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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. The Company does not maintain a web site at the present time.
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.
On October 12, 2012 the Company paid Speebo Inc. $3,000 to re-purchase the Sheelagh Creek Gold mining claim.
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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 | September 1, 2013 |
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.
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.
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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. 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.
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.
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.
Results of Operations
For the Nine Months Period Ended December 31, 2012 and December 31, 2011
1. Revenue and Operating Expenses
From our inception on March 30, 2007 through December 31, 2012, we did not earn any revenues and incurred a net loss of 873,951.
During the nine months ended December 31, 2012, we incurred total operating expenses of $278,952 which include $236,315 in consulting fees, $25,800 in legal and accounting fees, $7,503 in loan interest, $6,334 in general and administrative fees and $3,000 in exploration costs. Comparatively, during the same period in 2011, we incurred total operating expenses of $247,233 which include $217,944 in consulting fees, $12,830 in legal and accounting fees, $11,610 in general and administrative fees and $4,849 in loan interest expense.
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For the period from our inception on March 30, 2007 to December 31, 2012, we have incurred total operating expenses of $873,951, which included $644,246 for consulting fees, $117,663 in legal and accounting fees, $72,887 in other general and administrative fees, $4,000 in executive compensation, $19,500 in exploration and $15,655 loan interest expense.
2. Assets and Liabilities
The Company’s total assets as of December 31, 2012 were $1,832, as compared to $442 at March 31, 2012. In each case, these assets consisted entirely of cash. The Company’s total liabilities as of December 31, 2012 were $675,733, including accounts payable and accrued expenses of $541,753, demand notes payable of $124,000, and accounts payable to a related party of $9,980. The Company’s total liabilities have increased since March 31, 2012, at which time they were $395,391, including accounts payable and accrued expenses of $300,717, demand notes payable of $82,000, and accounts payable to a related party of $12,674.
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 $25,000 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.
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.
14
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 the date of this Report is 35,000 shares of common stock.
To date, the Company has borrowed a total of $124,000 from CRG Finance. The Company has issued notes to CRG Finance AG in connection with these loans, each of which have an interest rate of 10% and are due on demand.
As of December 31, 2012, our total assets were $1,832 consisting entirely of cash and our total liabilities were $630,733. As of December 31, 2012, we owe a related party $9,980 for advances made to the company. These advances are unsecured, bear no interest, and are due on demand.
On January 28, 2013, the Company borrowed an additional $10,000 from CRG Finance. The loan is due upon demand and compounds interest at 10.0% per annum.
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.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
15
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.
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.
16
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 were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Currently we are not aware of any litigation pending or threatened by or against the Company.
ITEM 1A. RISK FACTORS
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. MINE SAFETY DISCLOSURES.
Not Applicable.
17
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit No. | Document Description |
| |
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. |
| |
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). |
| |
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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SIGNATURES
Pursuant to the requirements 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.
| | RIVERDALE MINING INC. |
| | | |
| | BY: | /s/ VLADIMIR VASKEVICH |
| | | Vladimir Vaskevich, President, Principal |
| | | Executive Officer, Treasurer, Principal |
| | | Financial Officer and Principal Accounting |
| | | Officer |
Dated: February 7, 2013
19
EXHIBIT INDEX
Exhibit No. | Document Description |
| |
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. |
| |
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). |
| |
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 |
20
