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UNITED STATES 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 JUNE 30, 2009 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission file number 000-53309
RIVERDALE MINING INC.
Nevada
(State or other jurisdiction of incorporation or organization)
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)
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 [X] 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 |
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[ ] |
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Accelerated filer |
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[ ] |
Non-accelerated filer |
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[ ] |
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Smaller reporting company |
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[X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
As of August 3, 2009, the Company had 7,000,000 shares of common stock outstanding.
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RIVERDALE MINING INC.
FORM 10-Q
June 30, 2009
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. |
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Item 2. |
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Item 3 |
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Item 4T. |
PART II-- OTHER INFORMATION
Item 1 |
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Item 1A |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I - Financial Information
Riverdale Mining Inc.
(An Exploration Stage Company)
June 30, 2009
F-1 |
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F-2 |
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F-3 |
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F-4 |
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(AN EXPLORATION STAGE COMPANY) |
||||||
BALANCE SHEETS |
||||||
ASSETS |
June 30, |
March 31, |
||||
2009 |
2009 |
|||||
CURRENT ASSETS |
|
|||||
Cash |
$ |
38,144 |
$ |
52,941 |
||
Total Current Assets |
38,144 |
52,941 |
||||
TOTAL ASSETS |
$ |
38,144 |
$ |
52,941 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||
CURRENT LIABILITIES |
|
|||||
Accounts payable |
$ |
10,000 |
$ |
10,000 |
||
Advances - related party |
1,738 |
1,066 |
||||
TOTAL LIABILITIES |
11,738 |
11,066 |
||||
COMMITMENTS AND CONTINGENCIES |
- |
- |
||||
STOCKHOLDERS' EQUITY |
||||||
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; 7,000,000 shares issued and outstanding |
|
|
||||
Additional paid-in capital |
199,980 |
199,980 |
||||
Deficit accumulated during exploration stage |
(173,644) |
(158,175) |
||||
TOTAL STOCKHOLDERS' EQUITY |
26,406 |
41,875 |
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
38,144 |
$ |
52,941 |
See accompanying condensed notes to interim unaudited financial statements.
F-1
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(AN EXPLORATION STAGE ENTERPRISE) |
|||||||
STATEMENTS OF EXPENSES |
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(Unaudited) |
|||||||
Three Month |
Three Month |
For the period from March 30, |
|||||
Ended |
Ended |
Through |
|||||
June 30, 2009 |
June 30, 2008 |
June 30, 2009 |
|||||
|
|
|
|||||
EXPENSES |
|||||||
Consulting fees |
$ |
6,525 |
$ |
15,102 |
$ |
68,977 |
|
Legal and accounting |
5,000 |
4,300 |
54,582 |
||||
Exploration |
- |
- |
14,000 |
||||
Other General and administrative |
3,944 |
8,115 |
36,085 |
||||
NET LOSS |
$ |
(15,469) |
$ |
(27,517) |
$ |
(173,644) |
|
NET LOSS PER SHARE- BASIC AND DILUTED |
$ |
(0.00) |
$ |
(0.00) |
n/a |
||
WEIGHTED AVERAGE SHARES OUTSTANDING-BASIC AND DILUTED |
|
|
|
See accompanying condensed notes to interim unaudited financial statements.
F-2
- 6-
(AN EXPLORATION STAGE COMPANY) |
||||||||
STATEMENTS OF CASH FLOWS |
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For the period from March 30, 2007 |
||||||
Months Ended |
Months Ended |
(Inception) through |
||||||
June 30, 2009 |
June 30, 2008 |
June 30, 2009 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ |
(15,469) |
$ |
(27,517) |
$ |
(173,644) |
||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Increase in accounts payable |
- |
- |
10,000 |
|||||
Net cash used in operating activities |
(15,469) |
(27,517) |
(163,644) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from sale of common stock |
- |
- |
200,050 |
|||||
Net advances from related party |
672 |
- |
1,738 |
|||||
Net cash provided by financing activities |
672 |
- |
201,788 |
|||||
Change in cash |
(14,797) |
(27,517) |
38,144 |
|||||
Cash, beginning of period |
$ |
52,941 |
$ |
143,225 |
$ |
- |
||
Cash, end of period |
$ |
38,144 |
$ |
115,708 |
$ |
38,144 |
||
SUPPLEMENTAL CASHFLOW DISCLOSURES |
||||||||
Interest paid |
$ |
- |
$ |
- |
$ |
- |
||
Income taxes paid |
$ |
- |
$ |
- |
$ |
- |
See accompanying condensed notes to interim unaudited financial statements.
F-3
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(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
(Unaudited) |
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Riverdale Mining Inc., 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 2009 as reported in the Form 10-K have been omitted.
NOTE 2. GOING CONCERN
From March 30, 2007 (date of inception) to June 30, 2009, Riverdale Mining has not generated revenues and has accumulated losses of $173,644 since inception. The continuation of Riverdale Mining as a going concern is dependent upon the continued financial support from its shareholders, the ability of Riverdale Mining to obtain necessary equity financing to continue operations, and the attainment of profitable operations. There is no guarantee that Riverdale Mining will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Riverdale Mining's ability to continue as a going concern.
NOTE 3. RELATED PARTY TRANSACTIONS
During the quarter ended June 30, 2009 Riverdale Mining Inc.'s President advanced the company an additional $672. The total outstanding balance on the advance from the Shareholder as of June 30, 2009 is $1,738 and remains unpaid, is due on demand, bears no interest and is unsecured.
F-4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
This section of the report 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 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.
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.
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.
Independent showing: 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.
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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.
Plan of Operation for the Next Twelve Months
Management is evaluating the results of the geology report to determine what additional work should be done on the property, if any. Currently, that is the Company's only plan and it does not have plans to do any else.
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.
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.
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.
In December 2007, we completed our public offering by raising $200,000 and issued 2,000,000 shares of common stock.
As of June 30, 2009, our total assets were $38,144 consisting entirely of cash and our total liabilities were $11,738.
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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 4T. CONTROLS AND PROCEDURES.
a) Evaluation of Disclosure Controls. 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") (the Company's principal financial and accounting officer), 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 informatio n 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.
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
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.
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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 13, 2007, the SEC declared our Form SB-2 registration statement effective (SEC File no. 333-145049) allowing us to sell 1,000,000 shares of common stock minimum, 2,000,000 shares of common stock maximum at an offering price of $0.10 per share. There was not underwriter involved in our public offering. On December 3, 2007 we completed our public offering by issuing 2,000,000 shares of our common stock and raising $200,000. The funds were used to date are as follows:
Consulting Fees |
$ |
68,977 |
General and Administrative Fees |
28,617 |
|
Legal and Accounting |
54,582 |
|
Mining Exploration |
14,000 |
|
Professional Fees |
5,628 |
|
Total remaining |
$ |
38,144 |
ITEM 3. DEFAULTS UPON SENIOR SECUITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
None.
The following documents are included herein:
- 12 -
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 3rd day of August, 2009.
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RIVERDALE MINING INC. |
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BY: |
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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- 14 -
Exhibit 31.1
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Vladimir Vaskevich, certify that:
1. I have reviewed this Form 10-Q for the period ended June 30, 2009 of Riverdale Mining Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2009 |
VLADIMIR VASKEVICH |
Vladimir Vaskevich, |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Riverdale Mining Inc. (the "Company") on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Vladimir Vaskevich, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 3rd day of August, 2009.
VLADIMIR VASKEVICH |
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Vladimir Vaskevich, |
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Chief Executive Officer and Chief Financial Officer |
A signed original of these written statements required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Riverdale Mining Inc. and will be retained by Riverdale Mining Inc. and furnished to the Securities and Exchange Commission or its staff upon request.