10-Q

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 June 30, 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 CrescentToronto, 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 August 14, 2012.

RIVERDALE MINING INC.

FORM 10-Q

June 30, 2012

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits

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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)

June 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 three months ended June 30, 2012 are not necessarily indicative of results that may be expected for the year ending March 31, 2013.

Balance Sheets (unaudited)	F-1
Statements of Expenses (unaudited)	F-2
Statements of Cash Flows (unaudited)	F-3
Notes to (unaudited) Financial Statements	F-4

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RIVERDALE MINING INC. (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS Unaudited
				June 30, 2012		March 31, 2012
ASSETS
	CURRENT ASSETS
Cash			$	2,488	$	442
Total Current Assets				2,488		442
	TOTAL ASSETS		$	2,488	$	442
LIABILITIES AND STOCKHOLDERS' DEFICIT
	CURRENT LIABILITIES
	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
	COMMITMENTS AND CONTINGENCIES			-		-
	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, respectively		-		-
		Additional paid-in capital		200,050		200,050
		Deficit accumulated during exploration stage		(675,759)		(594,999)
		TOTAL STOCKHOLDERS' DEFICIT		(475,709)		(394,949)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	2,488	$	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 June 30, 2012		Three Months Ended June 30, 2011		For the period from March 30, 2007 (Inception) Through June 30, 2012
EXPENSES
	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)
	NET LOSS PER COMMON SHARE- BASIC AND DILUTED	$	(2.31)	$	(1.77)
	WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED		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 Three Months Ended June 30, 2012	For the Three Months Ended June 30, 2011		For the period from March 30, 2007 (Inception) through June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
		Net loss	$	(80,760)	$	(61,977)	$	(675,759)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Accounts payable and accrued expenses		68,500		50,265		369,217
Net cash used in operating activities				(12,260)		(11,712)		(306,542)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from related party advance			312		1,092		12,986
	Repayment of advance to related party			(3,006)		-		(3,006)
	Proceeds from sale of common stock			-		-		200,050
	Proceeds from note payable			17,000		10,000		99,000
Net cash provided by financing activities				14,306		11,092		309,030
Change in cash				2,046		(620)		-
Cash, beginning of period			$	442	$	2,677	$	2,488
Cash, end of period			$	2,488	$	2,057	$	2,488
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 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 June 30, 2012, the Company was indebted to its related parties for $9,980 for expenses paid on behalf of the Company.

NOTE 4. - DEMAND NOTE PAYABLE

As of June 30, 2012, the Company borrowed $99,000 from CRG Finance. The notes bear 10% interest and are due on demand.

NOTE 5. - SUBSEQUENT EVENTS

On August 10, 2012, we borrowed an 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-4

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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.

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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.

Planned Exploration

            The Company has received recommendations that it should conduct a helicopter supported geological mapping and sampling program in combination with a micro-grid soil geochemical survey.  The objective of this work is to locate and sample the exposed vein and locate the potential extensions of the vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey.  As helicopter support is required for this work, the estimated cost of this program is $10,000 to $12,000.

            Due to a lack of working capital, the Company has suspended its mining exploration program at this time.

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 able to sell any gold that we are able to recover from the property.

Results of Operations

Quarter Ended June 30, 2012 Compared to Quarter Ended June 30, 2011

1.         Revenue and Operating Expenses

We did not generate any revenue for the period ended June 30, 2012, which remained unchanged from the period ended June 30, 2011. The reason we have not generated any revenue is because we are still in the exploration stage.

Consulting fees increased by $22,495 from $54,765 for the period ended June 30, 2011 to $77,260 for the period ended June 30, 2012. The reason for the increase was the result of signing a consulting agreement with CRG Finance whereby we agreed to pay CRG $25,000 per 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 $280 from $280 for the period ended June 30, 2011 to $nil for the period ended June 30, 2012. The reason for the decrease was 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 $2,185 from $5,685 for the period ended June 30, 2011 to $3,500 for the period ended June 30, 2012. The decrease was primarily due to decreased telephone and office supply expenses.

2.         Assets and Liabilities

Cash and cash equivalents were $2,488 at June 30, 2012 as compared to $442 at March 31, 2012.

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 June 30, 2012, we borrowed $99,000 from CRG Finance. The notes bear 10% interest and are due on demand.

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 the date of this Report, we have received $17,000 of the total loan balance.

As of June 30, 2012, our total assets were $2,488 consisting entirely of cash and our total liabilities were $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

            No change in our system of internal control over Financial reporting occurred during the quarter ended June 30, 2012 that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

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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.

ITEM 5.         OTHER INFORMATION.

            None.

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ITEM 6.     EXHIBITS.

            The following documents are included herein:

Exhibit No.	Document Description
3.3	Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 16, 2012.
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.
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.

Dated August 20, 2012.

RIVERDALE MINING INC.
BY:	/s/VLADIMIR VASKEVICH
	Vladimir Vaskevich, President, Principal
	Executive Officer, Treasurer, Principal
	Financial Officer and Principal Accounting
	Officer

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EXHIBIT INDEX

Exhibit No.	Document Description
3.3	Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 16, 2012.
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.
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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EX-10

Exhibit 10.8

RIVERDALE MINING INC.

SENIOR PROMISSORY NOTE

**$7,000.00 (Seven Thousand Dollars)**

1.FOR VALUE RECEIVED, RIVERDALE MINING INC., a Nevada corporation (the "Borrower"), hereby promises to pay to the order of CRG Finance AG ("Lender"), at such time, place and in such manner as Lender may specify in writing, the principal amount of **$7,000.00 (Seven Thousand Dollars)**(the "Principal") pursuant to the terms and conditions specified herein (this “Note”).  The Borrower shall pay interest on the outstanding principal of this Note at the annual rate of ten percent (10.0%) per annum, calculated based on a year of 365 days and actual days elapsed (the “Interest”). 

2.The Borrower hereby promises to pay to the order of the Lender the Principal and all Interest due thereon within thirty calendar (30) days upon delivery to the Company of written demand by the Lender (the “Due Date”), at such place and in such manner as Lender may specify in writing.  This Note is hereby deemed by the Borrower to be senior to any and all other shareholder loans previously made to the Borrower and shall be paid in full prior to repayment by the Borrower of any other such shareholder loans.

3.Any and all fees, costs, expenses and disbursements charged by financial institutions with respect to wire transfer or other transmittal charges incurred in connection with delivery of the Principal from the Lender to the Borrower shall be deemed to have been received by the Borrower from the Lender and all such amounts shall be included in the calculation of Principal hereunder.

4.This Note shall not be transferable by Borrower and the Borrower may not assign, transfer or sell all or a portion of its rights and interests to and under this Note to any persons and any such purported transfer shall be void ab initio.  The Lender may transfer and assign this Note at its sole discretion.

5.The failure at any time of the Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date.  All rights and remedies of the Lender shall be cumulative and may be pursued singly, successively or together, at the option of the Lender.  The acceptance by the Lender of any partial payment shall not constitute a waiver of any default or of any of the Lender's rights under this Note.  No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by the Lender unless the same shall be in writing, duly signed on behalf of the Lender; and each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of the Lender in any other respect at any other time.

6.Any term or condition of this Note may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.

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7.The Borrower represents and warrants that this Note is the valid and binding obligation of the Borrower, fully enforceable in accordance with its terms.  The execution and delivery by the Borrower of this Note, the performance by the Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Borrower’s charter instruments; (b) conflict with or result in a violation or breach of any term or provision of any law or order applicable to the Borrower or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, or (ii) result in or give to any person any rights or create any additional or increased liability of the Borrower under or create or impose any lien upon, the Borrower or any of its assets and properties under, any contract or permit to which the Borrower is a party or by which its assets and properties are bound.

8.If any provision of this Note is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (i) such provision will be fully severable; (ii) this Note will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Note will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Note a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given two days after it is sent by an internationally recognized delivery service to the address of record of the Lender or the Borrower, respectively.  Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section.

10.A default shall exist on this Note if any of the following occurs and is continuing:  (i) Failure to pay Principal and any accrued Interest on the Note on or before the Due Date; (ii) Failure by the Borrower to perform or observe any other covenant or agreement of the Borrower contained in this Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower, or any other person acting under actual or purported force of law takes ownership, possession or title to Borrower property; (iv) any of the property of the Borrower is sequestered by court order; (v) a petition or other proceeding, voluntary or otherwise is filed by or against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or (vi) the Borrower makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Borrower or all or any part of its property.  Upon any such default, the Borrower shall immediately notify the Lender, and upon notice to the Borrower, the Lender may declare the Principal of the Note, plus accrued Interest, to be immediately due and payable, upon which such Principal and accrued Interest shall become due and payable immediately.  Interest upon default shall thereafter accrue at

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the rate of 15% per annum, calculated based on a year of 365 days and actual days elapsed from the date of such default. 

11.The Borrower, any endorser, or guarantor hereof or in the future (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally:  (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, any pledge, security, guaranty or other documents executed in connection with this Note; (b) consent to all delays, extensions, renewals or other modifications of this Note, or waivers of any term hereof or thereof, or release or discharge by the Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of the Lender or any indulgence shown by the Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by the Lender shall in any way affect or impair the Obligations (as hereinafter defined) of any Obligors or be construed as a waiver by the Lender of, or otherwise affect, any of the Lender's rights under this Note, under any endorsement or guaranty of this Note; (c) if the Borrower fails to fulfill its obligations hereunder when due, agrees to pay, on demand, all costs and expenses of enforcement of collection of this Note or of any endorsement or guaranty hereof and/or the enforcement of the Lender's rights with respect to, or the administration, supervision, preservation, protection of, or realization upon, any property securing payment hereof, including, without limitation, all attorney's fees, costs, expenses and disbursements, including, without further limitation, any and all fees related to any legal proceeding, suit, mediation arbitration, out of court payment agreement, trial, appeal, bankruptcy proceedings or any other actions of any nature whatsoever required on the part of Lender or Lender’s representatives to enforce this Note and the rights hereunder; and (d) waive the right to interpose any defense, set-off or counterclaim of any nature or description. 

12.The Borrower will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower, but will at all times in good faith assist in the carrying out of all the provisions of this Agreement and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Lender of this Note against impairment.  This Note shall be enforceable against all successors and assigns of Borrower.  Borrower hereby covenants that all of its subsidiaries and affiliates shall jointly and severally perform this Agreement to the same and full extent on behalf of Borrower if Borrower is unable to perform.

13.This Note having a value of more than US$10,0000 shall be governed, construed and enforced under the laws of the State of New York, without regard to conflict of law principles of any jurisdiction to the contrary.  Dispute resolution shall be made in accordance with that certain Financing Agreement between the Borrower and the Lender, of which this Note is an integral part and is hereby incorporated by reference therein by reference hereto. 

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14.This Note supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof, together with that certain Financing Agreement between the Borrower and the Lender, of which this Note is an integral part and is hereby incorporated by reference therein by reference hereto. 

15.If the Lender loses this Note, the Borrower shall issue an identical replacement note to the Lender upon the Lender's delivery to the Borrower of a customary agreement to indemnify the Borrower reasonably satisfactory to the Borrower for any losses resulting from issuance of the replacement note.

16.The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and issued on its behalf, by its duly appointed and authorized officer, as of the 10^th day of August, 2012.

RIVERDALE MINING INC.

By:      _/s/  VLADIMIR VASKEVICH______________ 

            Name: Vladimir Vaskevich

            Title:    Chief Executive Officer

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EX-31

 

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Vladimir Vaskevich, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2012 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 20, 2012	/s/VLADIMIR VASKEVICH
	Vladimir Vaskevich, Principal Executive Officer and Principal Financial Officer

EX-32

 

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, 2012 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 20^th day of August 2012.

/s/ VLADIMIR VASKEVICH

Vladimir Vaskevich

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.

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NOTE 4 - DEMAND NOTE PAYABLE

3 Months Ended

Jun. 30, 2012

Debt Disclosure [Text Block]

NOTE 4. - DEMAND NOTE PAYABLE

As of June 30, 2012, the Company borrowed $99,000 from CRG Finance. The notes bear 10% interest and are due on demand.

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NOTE 3. - RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2012

Related Party Transactions Disclosure [Text Block]

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 June 30, 2012, the Company was indebted to its related parties for $9,980 for expenses paid on behalf of the Company.

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Riverdale Mining - Balance Sheets (An Exploration Stage Company) (USD $)	Jun. 30, 2012	Mar. 31, 2012
ASSETS
Cash	$ 2,488	$ 442
Total Current Assets	2,488	442
TOTAL ASSETS	2,488	442
CURRENT LIABILITIES
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
STOCKHOLDERS' DEFICIT
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value No shares are issued and outstanding	0	0
Common stock, 100,000,000 shares authorized, $0.00001 par value; 35,000 shares issued and outstanding, respectively	0	0
Additional paid-in capital	200,050	200,050
Deficit accumulated during exploration stage	(675,759)	(594,999)
TOTAL STOCKHOLDERS' DEFICIT	(475,709)	(394,949)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,488	$ 442

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NOTE 1. - BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2012

Basis of Presentation and Significant Accounting Policies [Text Block]

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.

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NOTE 2. - GOING CONCERN

3 Months Ended

Jun. 30, 2012

Going Concern Note

NOTE 2. - GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has no revenues, has accumulated losses since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.   The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

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Riverdale Mining - Balance Sheets (An Exploration Stage Company) (Parentheticals) (USD $)	Jun. 30, 2012	Mar. 31, 2012
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred Stock, issued	0	0
Preferred Stock, outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares issued	35,000	35,000
Common stock, shares outstanding	35,000	35,000

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Document And Entity Information	3 Months Ended
	Jun. 30, 2012	Aug. 14, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Riverdale Mining Inc.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		35,000
Amendment Flag	false
Entity Central Index Key	0001402357
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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Riverdale Mining - Stament of Expenses (An Exploration Stage Enterprise) (USD $)	3 Months Ended		63 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
EXPENSES
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)
NET LOSS PER COMMON SHARE- BASIC AND DILUTED (in Dollars per share)	$ (2.31)	$ (1.77)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in Shares)	35,000	35,000	35,000

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NOTE 4 - DEMAND NOTE PAYABLE (Detail) (USD $)	Jun. 30, 2012
Short-term Debt (in Dollars)	$ 99,000
ShortTermDebtInterestRate
Short-term Debt, Percentage Bearing Fixed Interest Rate	10.00%

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NOTE 3. - RELATED PARTY TRANSACTIONS (Detail) (USD $)	Jun. 30, 2012
Due to Related Parties	$ 9,980

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NOTE 5 - SUBSEQUENT EVENTS (Detail) (USD $)	Aug. 10, 2012
Other Short-term Borrowings	$ 7,000
Short-term Non-bank Loans and Notes Payable	$ 3,000
OtherShortTermDebtPercentageRate
Short-term Debt, Percentage Bearing Fixed Interest Rate	10.00%

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Riverdale Mining - Statement of Cash Flows (An Exploration Stage Company) (USD $)	3 Months Ended		63 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (80,760)	$ (61,977)	$ (675,759)
Accounts payable and accrued expenses	68,500	50,265	369,217
Net cash used in operating activities	(12,260)	(11,712)	(306,542)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party advance	312	1,092	12,986
Repayment of advance to related party	(3,006)		(3,006)
Proceeds from sale of common stock			200,050
Proceeds from note payable	17,000	10,000	99,000
Net cash provided by financing activities	14,306	11,092	309,030
Change in cash	2,046	(620)
Cash, beginning of period	442	2,677	2,488
Cash, end of period	2,488	2,057	2,488
SUPPLEMENTAL CASHFLOW DISCLOSURES
Interest paid	0	0	0
Income taxes paid	$ 0	$ 0	$ 0

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NOTE 5 - SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2012

Subsequent Events [Text Block]

NOTE 5. - SUBSEQUENT EVENTS

On August 10, 2012, we borrowed an 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.