UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR~~For ~~THE~~the ~~YEAR~~fiscal ~~ENDED~~year ended March 31, ~~2011~~2012

~~Commission~~[ ] TRANSITION ~~file~~REPORT ~~number~~PURSUANT ~~000-53309~~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~~CrescentToronto, ~~Ontario Canada~~OntarioCanada M1W 3R2(Address of principal executive offices)

1-877-536-0333(telephone number, including area code)

Securities pursuant to section 12(b) of the Act: ~~NONE~~

~~Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 Par Value (and rights attached thereto)~~NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.00001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required 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 day. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~Section~~ §232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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"” and "“smaller reporting company"” in Rule 12b-2 if 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 Act).
Yes [X] No [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of ~~March~~September 3130, 2011: $020,000.~~00.~~

~~State~~Indicate the number of shares outstanding of each of the ~~issuer~~registrant's classes of common ~~equity~~stock, as of the latest practicable date: 735,000~~,000~~ as of ~~June~~July 2912, ~~2011~~2012.

Number of the registrant's Common Stock outstanding as of June 29, 2011: 7,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

See Exhibit Index.

TABLE OF CONTENTS
		Page
	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	9
Item 1B.	Unresolved Staff Comments.	9
Item 2.	Properties.	9
Item 3.	Legal Proceedings.	9
Item 4.	~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.	10
	PART II
Item 5.	Market ~~Price~~ for the Registrant'’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.	10
Item 6.	Selected Financial Data.	11
Item 7.	Management'’s Discussion and Analysis of Financial Condition and Results of
	Operation.	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 8.	Financial Statements and Supplementary Data.	16
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	26
Item 9A.	Controls and Procedures.	26
Item 9B.	Other Information.	27
	PART III
Item 10.	Directors, Executive Officers, ~~Promoters~~and ~~And~~Corporate ~~Control Persons; Compliance With Section 16(A) Of The Exchange Act~~Governance.	27
Item 11.	Executive Compensation.	29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	32
Item 14.	Principal Accounting Fees and Services.	33
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	35

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The ~~information~~following ~~presented~~cautionary instatements ~~this~~identify ~~Annual~~important ~~Report~~factors onthat ~~Form~~could ~~10-K~~cause ~~contains~~our ~~forward-looking~~actual ~~statements~~results ~~within~~to ~~the~~differ ~~meaning~~materially offrom ~~Section 21E~~those ofprojected ~~the~~in ~~Securities~~forward-looking ~~Exchange~~statements ~~Act~~made ofin ~~1934,~~this asAnnual ~~amended~~Report ~~(the~~on ~~"Exchange~~Form ~~Act"~~10-K (this “Report”). ~~These~~and ~~forward-looking~~in ~~statements~~other ~~have~~reports ~~been~~and ~~made~~documents ~~pursuant~~published by us from time to ~~the~~time. ~~provisions~~Any ofstatements ~~the~~about ~~Private~~our ~~Securities~~beliefs, ~~Litigation~~plans, ~~Reform~~objectives, ~~Act~~expectations, ofassumptions, ~~1995.~~future ~~These~~events ~~statements~~or performance are not historical facts, ~~but~~and ~~rather~~may ~~are~~be ~~based~~forward-looking. onThese ~~our~~statements ~~current~~are ~~expectations~~often, ~~estimates~~but ~~and~~not ~~projections~~always, ~~and~~made ~~our~~through ~~beliefs~~the ~~and~~use ~~assumptions.~~of Wewords ~~intend~~or ~~words~~phrases such as ~~"anticipate~~“believes,"” ~~"expect~~“will likely result,"” ~~"intend~~“are expected to,"” ~~"plan~~“will continue,"” ~~"believe~~“is anticipated,"” ~~"seek~~“estimated,"” ~~"estimate~~“intend,"” ~~"will"~~“plan,” ~~and~~“projection,” ~~similar~~“outlook” ~~expressions~~and tothe ~~identify~~like, constitute “forward-looking statements.” ~~These~~within ~~statements~~the ~~are~~meaning ~~not~~of ~~guarantees~~Section 27A of ~~future~~the ~~performance~~Securities Act of 1933, as amended, and ~~are~~Section ~~subject~~21E toof ~~certain~~the ~~risks~~Securities Exchange Act of 1934, ~~uncertainties~~as ~~and~~amended ~~other~~(the ~~factors~~“Exchange Act”). However, ~~some~~as ofwe ~~which~~issue ~~are~~“penny ~~beyond~~stock,” ~~our~~as ~~control~~such ~~and~~term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ~~difficult~~ineligible to ~~predict~~rely on these safe harbor provisions. ~~These~~Such forward-looking statements involve known and unknown risks, uncertainties and other factors ~~could~~which may cause the actual results, performance or achievements of our Company to ~~differ~~be materially different from ~~those~~any future results, performance or achievements expressed or ~~forecasted~~implied inby ~~the~~such forward-looking statements. ~~These~~Given ~~risks~~these ~~and~~ uncertainties, readers are ~~described~~cautioned into ~~the~~carefully ~~risk~~read ~~factors~~all ~~and~~“Risk ~~elsewhere~~Factors” inset ~~this~~forth ~~Annual~~under ~~Report~~Item on1A ~~Form~~and ~~10-K. We caution you~~ not to place undue reliance on ~~these~~any forward-looking statements,. ~~which~~We ~~reflect~~disclaim ~~our~~any ~~management's~~obligation ~~view~~to ~~only~~update asany ofsuch factors or to announce publicly the ~~date~~results of ~~this~~any ~~Annual~~revisions ~~Report~~of onthe ~~Form 10~~forward-K.looking Westatements ~~are~~contained ~~not~~or ~~obligated~~incorporated by reference herein to ~~update~~reflect ~~these~~future ~~statements~~events or ~~publicly~~developments, ~~release~~except as required by the ~~result~~Exchange ofAct. ~~any~~New ~~revisions~~factors emerge from time to ~~them~~time, and it is not possible for us to ~~reflect~~predict ~~events~~which will arise or ~~circumstances~~to ~~after~~assess with any precision the ~~date~~impact of ~~this~~each ~~Annual~~factor ~~Report~~ on ~~Form~~our ~~10-K~~business or the extent to ~~reflect~~which ~~the~~any ~~occurrence~~factor, or combination of ~~unanticipated~~factors, ~~events~~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.

PART I.

ITEM 1. BUSINESS.

~~General~~Corporate Information

We were incorporated in the State of Nevada on March 30, 2007. Our Weaddress ~~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 maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business office is located at 20 Carl Crescent, Toronto, Ontario, Canada M1W 3R2. Our telephone number is (877) 536-0333. ~~This is our mailing address as well.~~

~~There~~In is2007, noin ~~assurance~~connection ~~that~~with athe ~~commercially~~Company’s ~~viable~~formation, ~~mineral~~the ~~deposit~~Company ~~exists~~issued onshares ~~the~~to ~~property~~each of its two officers and ~~further~~directors. The ~~exploration~~Company ~~will~~also besold ~~required~~shares ~~before~~of common stock to other investors. On May 31, 2012, the Company conducted a ~~final~~1 ~~evaluation~~for as200 reverse stock split (the “Reverse Stock Split”), pursuant to which the ~~economic~~number ~~feasibility~~of isshares ~~determined~~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 ~~have~~are noan ~~plans~~exploration tostage ~~change~~corporation. An ~~the~~exploration ~~company's~~stage ~~business~~corporation ~~activities~~is orone toengaged ~~combine~~in ~~with~~the ~~another~~search ~~business,~~of ~~and~~mineral deposits or reserves which are not ~~aware~~in ofeither ~~any~~the ~~events~~development or ~~circumstances~~production ~~that~~stage. We ~~might~~intend ~~cause~~to ~~our~~conduct ~~plans~~mineral toexploration ~~change.~~activities on one property located in British Columbia, Canada.

We have no operations, no revenues, and have ~~achieved~~experienced losses since inception,. We have norelied ~~operations,~~on ~~have been issued a going concern opinion and rely~~ 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.

~~Background~~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.

In June 2007, Vladimir Vaskevich, our president and a member of the board of directors acquired one mineral property containing two, one unit claims and one, one cell claim in British Columbia, Canada. At that time, Mr. Vladimir Vaskevich executed a declaration of trust acknowledging that he holds the property in trust for us and he will not deal with the property in any way, except to transfer the property to us. In the event that Mr. Vaskevich transfers title to a third party, the declaration of trust will be used as evidence that he breached his fiduciary duty to us. Mr. Vaskevich has not provided us with a signed or executed bill of sale in our favor. Mr. Vaskevich will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. British Columbia allows a mineral explorer to claim a portion of available4

Background 4

In June 2007, Vladimir Vaskevich, our president and a member of our board of directors acquired one mineral property containing (i) two claims of one unit each and (ii) one claim consisting of one cell in British Columbia, Canada. At that time, Mr. Vladimir Vaskevich executed a declaration of trust acknowledging that he holds the property in trust for us. Mr. Vaskevich will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. British Columbia allows a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by registering the claim area on the British Columbia Mineral Titles Online system. The Mineral Titles Online system is the Internet-based British Columbia system used to register, maintain and manage the claims. A cell is an area which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals.

The online grid is the geographical basis for the cell. ~~Formerly,~~The ~~the~~property ~~claim~~ was ~~established~~registered by ~~sticking~~a ~~stakes~~non inaffiliated ~~the~~third ~~ground~~party. toUnder ~~define~~British ~~the~~Columbia ~~area~~law, ~~and~~title ~~then~~to ~~recording~~British ~~the~~Columbia ~~staking~~mining ~~information.~~claims ~~The~~can ~~staking~~only ~~system~~be isheld ~~now~~by ~~antiquated~~British inColumbia residents or by a British Columbia ~~and~~corporation. ~~has~~In ~~been~~order ~~replaced~~to comply with the ~~online~~law ~~grid.~~we ~~The~~would ~~property~~have ~~was~~to ~~registered~~incorporate bya ~~Lloyd~~British ~~Brewer~~Columbia ofwholly ~~Madman~~owned ~~Mining,~~subsidiary acorporation ~~non~~and ~~affiliated~~obtain ~~third~~audited ~~party~~financial statements. ~~Lloyd~~We ~~Brewer~~believe ofthat ~~Madman~~such ~~Mining~~an isexpenditure awould ~~self-employed~~not ~~contract~~be ~~staker~~an ~~and~~appropriate ~~field~~use ~~worker~~of ~~residing~~Company infunds ~~British~~at ~~Columbia~~this time.

~~Under~~In ~~British~~the ~~Columbia~~event ~~law,~~that ~~title~~we tofind ~~British~~mineralized ~~Columbia~~material ~~mining~~and ~~claims~~the ~~can~~mineralized ~~only~~material can be ~~held~~economically byextracted, we will form a wholly owned British Columbia ~~residents.~~subsidiary Incorporation ~~the~~and ~~case~~Mr. ofVaskevich ~~corporations,~~will convey title ~~must~~to bethe ~~held~~property byto athe ~~British~~wholly ~~Columbia~~owned subsidiary corporation. InShould ~~order~~Mr. Vaskevich transfer title to ~~comply~~another ~~with~~person ~~the~~and ~~law~~that deed is recorded before we ~~would~~record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to ~~incorporate~~cease aor ~~British~~suspend ~~Columbia~~operations. ~~wholly~~However, ~~owned~~Mr. Vaskevich would be liable to us for monetary damages for breaching the terms of his oral agreement with us to transfer his title to a subsidiary corporation we create. To date we have not performed any work on the property. All Canadian lands and ~~obtain~~minerals ~~audited~~which ~~financial~~have ~~statements~~not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty Elizabeth II. WeUngranted ~~believe~~minerals ~~those~~are ~~costs~~commonly ~~would~~known beas aCrown ~~waste~~minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of ~~our~~the ~~money~~Company atproperty, ~~this~~that ~~time~~is the province of British Columbia.

InCanadian ~~the~~law ~~event~~now ensures that weminerals ~~find~~are ~~mineralized~~reserved ~~material~~from ~~and~~Crown ~~the~~land ~~mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr~~dispositions. ~~Vaskevich~~The ~~will~~result ~~convey~~is ~~title~~that to the ~~property~~Crown tois the ~~wholly~~largest ~~owned~~mineral ~~subsidiary~~owner ~~corporation.~~in ~~Should Mr. Vaskevich transfer title to another person and that deed is recorded before we record our documents~~Canada, ~~that~~both ~~other~~as ~~person~~the ~~will~~fee ~~have~~simple ~~superior~~owner ~~title and we will have none. If that event occurs, we will have to cease or suspend operations. However, Mr. Vaskevich will be liable to us for monetary damages for breaching the terms~~ of ~~his~~Crown ~~oral agreement with us to transfer his title to a subsidiary corporation we create. To date we have not performed any work on the property. All Canadian~~ lands and ~~minerals~~through ~~which~~mineral ~~have~~reservations ~~not been granted to private persons are owned by either the federal or provincial governments~~ in ~~the name of Her Majesty Elizabeth II. Ungranted minerals are commonly known as~~ Crown ~~minerals~~grants. ~~Ownership~~Most ~~rights~~privately toheld ~~Crown~~mineral ~~minerals~~titles are ~~vested~~acquired bydirectly from the ~~Canadian~~Crown. ~~Constitution~~The inCompany ~~the~~property ~~province~~is ~~where~~one ~~the~~such ~~minerals are located~~acquisition. InAccordingly, ~~the~~fee ~~case~~simple oftitle to the Company’s property, ~~that~~resides iswith the ~~province of British Columbia~~Crown.

InThe ~~the~~property ~~19th~~is ~~century~~comprised ~~the~~of ~~practice~~mining ofleases ~~reserving~~issued pursuant to the ~~minerals~~British ~~from~~Columbia ~~fee~~Mineral ~~simple~~Act. ~~Crown~~The ~~grants~~lessee ~~was~~has ~~established.~~exclusive ~~Legislation~~rights ~~now~~to ~~ensures~~mine ~~that~~and recover all of the minerals ~~are~~contained ~~reserved~~within ~~from~~the ~~Crown~~surface ~~land~~boundaries ~~dispositions~~of the lease continued vertically downward. The ~~result~~Crown isdoes ~~that~~not have the ~~Crown~~right to reclaim provided a minimum fee of CDN$100 is ~~the~~paid ~~largest~~timely. ~~mineral~~The ~~owner~~Crown could reclaim the property in ~~Canada~~an eminent domain proceeding, ~~both~~but aswould ~~the~~have ~~fee~~to ~~simple~~compensate ~~owner~~the oflessee ~~Crown~~for ~~lands~~the ~~and~~value ~~through~~of ~~mineral~~the ~~reservations~~claim inif ~~Crown~~it ~~grants.~~exercised ~~Most~~the ~~privately~~right ~~held~~of ~~mineral~~eminent ~~titles~~domain. ~~are~~It ~~acquired~~is ~~directly~~highly ~~from~~unlikely that the Crown. ~~The~~will ~~Company~~exercise ~~property~~the ispower ~~one~~of ~~such~~eminent ~~acquisition~~domain. ~~Accordingly~~In general, ~~fee~~where ~~simple~~eminent ~~title~~domain tohas ~~the~~been ~~Company~~exercised ~~property~~it ~~resides~~has been in connection with incorporating the ~~Crown~~property into a provincial park.

The property is ~~comprised~~unencumbered ~~of mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine~~ and ~~recover~~there ~~all~~are ofno ~~the~~competitive ~~minerals~~conditions ~~contained~~which ~~within~~affect the ~~surface boundaries of the lease continued vertically downward~~property. ~~The~~Further, ~~Crown~~there ~~does not have the right to reclaim provided a minimum fee of CDN$100~~ is ~~paid~~no ~~timely.~~insurance ~~The~~covering ~~Crown could reclaim~~ the property inand anwe ~~eminent~~believe ~~domain~~that ~~proceeding,~~no ~~but~~insurance ~~would~~is ~~have~~necessary tosince ~~compensate~~ the ~~lessee~~property ~~for the value of the claim if it exercised the right of eminent domain. It~~ is ~~highly~~unimproved ~~unlikely~~and ~~that~~contains ~~the~~no ~~Crown~~buildings ~~will~~or ~~exercise the power of eminent domain~~improvements. ~~In general, where eminent domain has been exercised it has been in connection with incorporating the property into a provincial park.~~

There 5are no native land claims that affect title to the property. We have no plans to try to interest other companies in the property if mineralization is found. If mineralization is found, we will attempt to develop the property ourselves.

The property is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements. 5

There are no native land claims that affect title to the property. We have no plans to try to interest other companies in the property if mineralization is found. If mineralization is found, we will try to develop the property ourselves. Claims

~~Claims~~The following is a list of tenure numbers, claim, and expiration date of our claims:

The following is a list of tenure numbers, claim, and expiration date of our claims:

		Number of	Date of
Tenure No.	Document Description	Units or Cells	Expiration
845111	Sheelagh Creek Gold	1	August 31, 2012

		Number of	Date of
Tenure No.	Document Description	Units or Cells	Expiration
845111	Sheelagh Creek Gold	1	January 31, 2012

In order to maintain these claims we must pay a fee of CND$100 per year.

InGeology ~~order~~and toMineralization ~~maintain these claims we must pay a fee of CND$100 per year.~~

~~Geology~~ 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 ~~Mineralization~~dipping about 75 degrees to the northwest. It is traceable over 8 metres (26.25 feet) before it disappears under the surrounding overburden.

~~The~~ Mineralization ~~Sheelagh~~consists ~~Creek~~of ~~showing~~disseminated isto ~~located~~semi onmassive ~~the~~pods ~~east wall~~ of apyrite. ~~small~~Three ~~intermittent~~one-metre ~~stream~~rock ~~draining~~chip ~~from~~samples ~~the~~were ~~north~~taken ~~into~~across ~~Sheelagh Creek within~~ the ~~Eskay~~face ~~Creek region~~ of ~~Northwestern~~vein ~~British~~and ~~Columbia~~produced ~~The~~assay ~~showing~~results ~~consists~~ of ~~a 2~~15.577 ~~(8.2~~grams ~~feet)~~per totonne ~~3.5-metre~~gold ~~(11~~and 41.583 ~~feet)~~grams ~~wide~~per ~~quartz~~tonne ~~vein~~silver ~~striking~~over ~~approximately~~3.0 ~~045~~meters. ~~degrees~~A ~~and~~selected ~~dipping~~grab ~~about~~sample 75returned ~~degrees~~values toof ~~the northwest~~61.37 Itgrams isper ~~traceable~~tonne ~~over~~gold 8and ~~metres (26~~109.254 ~~feet)~~grams ~~before~~per ittonne ~~disappears under the surrounding overburden~~silver.

~~Mineralization~~Supplies consists of disseminated to semi massive pods of pyrite. Three one-metre rock chip samples were taken across the face of vein and produced assay results of 15.77 grams per tonne gold and 41.83 grams per tonne silver over 3.0 meters. A selected grab sample returned values of 61.37 grams per tonne gold and 109.4 grams per tonne silver.

~~Supplies~~Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment needed to conduct exploration activities.

~~Competition~~Planned and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment needed to conduct exploration activities. Exploration

~~Conclusions~~ The Company has received recommendations that it should conduct a helicopter supported geological mapping and ~~Recommendations~~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.

A Due ~~helicopter~~to ~~supported geological mapping and sampling program in combination with~~ a ~~micro-grid~~lack ~~soil geochemical survey is recommended. The objective~~ of ~~this~~working ~~work~~capital, ~~is to locate and sample~~ the ~~exposed~~Company ~~vein~~has ~~and~~suspended ~~locate~~its ~~the~~mining ~~potential~~exploration ~~extensions~~program ofat ~~the~~this ~~vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey~~time. As ~~helicopter~~ MAP ~~support is required for this work the estimated cost of the program is $10,000 to $12,000.~~1

~~MAP~~Competitive 1Factors

~~Competitive~~The ~~Factors~~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.

The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the property. We will either find mineralized materials on the property or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover. Markets

Readily 7available 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.

~~Regulations~~Intellectual Property

~~Our~~ The ~~property~~Company isdoes ~~registered~~not onown ~~British~~any ~~Columbia~~patents, ~~Mineral~~trademarks ~~Titles~~or ~~Online system~~copyrights. ~~We are also subject to the British Columbia Mineral Exploration Code (the "Code") which tells us how and where we can explore for minerals.~~

~~This act sets forth rules for~~ Regulations

*Our ~~locating~~property ~~claims~~is *registered ~~posting~~on ~~claims~~British *Columbia ~~working~~Mineral ~~claims~~Titles *Online ~~reporting~~system. ~~work~~We ~~performed~~are also subject to the British Columbia Mineral Exploration Code (the “Code”) which tells us how and where we can explore for minerals.

~~We can explore for minerals on the property and are in compliance with the Code rules and regulations. The Code rules and regulations will not adversely affect our operations.~~ 7

~~Environmental~~This ~~Law~~act sets forth rules for

We* ~~are~~locating ~~also~~claims ~~subject~~* toposting ~~the~~claims ~~Health,~~* ~~Safety~~working ~~and~~claims ~~Reclamation~~* ~~Code~~reporting ~~for~~work Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting: performed

1.We ~~health~~can explore for minerals on the property and ~~safety~~are 2.in ~~archaeological~~compliance ~~sites~~with 3the Code rules and regulations. ~~exploration~~The ~~access~~Code rules and regulations will not adversely affect our operations.

WeEnvironmental ~~are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.~~ Law

We ~~will~~are ~~secure~~also ~~all~~subject ~~necessary~~to ~~permits for exploration and, if development is warranted on~~ the ~~property~~Health, ~~will~~Safety ~~file~~and ~~final~~Reclamation ~~plans~~Code offor ~~operation~~Mines ~~before~~in weBritish ~~start any mining operations~~Columbia. WeThis ~~anticipate~~code nodeals ~~discharge~~with ~~of water into active stream, creek, river, lake or any other body of water regulated by~~ environmental ~~law~~matters orrelating ~~regulation.~~to ~~We do not expect that any endangered species will be disturbed. Restoration of~~ the ~~disturbed~~exploration ~~land will be completed according to law. All holes, pits~~ and ~~shafts~~development ~~will be sealed upon abandonment~~ of ~~the~~mining ~~property~~properties. ItIts isgoals ~~difficult~~are to ~~estimate~~protect the ~~cost~~environment ofthrough ~~compliance~~a ~~with~~series ~~the environmental law since the full nature and extent~~ of ~~our~~regulations ~~proposed~~affecting: ~~activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.~~

We1. ~~are~~health ~~in compliance with the Code~~ and ~~will~~safety ~~continue to comply with the Code in the future~~2. Wearchaeological ~~believe~~sites ~~that compliance with the Code will not adversely affect our business operations in the future~~3. exploration access

We 8are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

~~Exploration~~We ~~stage~~will ~~companies~~be ~~have~~required ~~no need~~ to ~~discuss~~secure ~~environmental~~all ~~matters,~~necessary ~~except~~permits asfor ~~they~~exploration ~~relate~~and, toif ~~exploration~~development ~~activities.~~is ~~The~~warranted ~~only~~on ~~"cost~~the ~~and~~property, ~~effect"~~we ofwill ~~compliance~~be ~~with~~required ~~environmental~~to ~~regulations~~file infinal ~~British~~plans ~~Columbia~~of isoperation ~~returning~~before ~~the~~we ~~surface~~start toany ~~its~~mining ~~previous~~operations. ~~condition~~We ~~upon~~anticipate ~~abandonment~~no discharge of ~~the~~water ~~property.~~into Weactive ~~cannot~~stream, ~~speculate~~creek, onriver, ~~those~~lake ~~costs~~or inany ~~light~~other body of ~~our~~water ~~ongoing~~regulated ~~plans~~by ~~for~~environmental ~~exploration~~law or regulation. ~~When~~We wedo ~~are~~not ~~ready~~expect tothat ~~drill,~~any weendangered species will ~~notify~~be ~~the B~~disturbed.C. ~~Inspector~~Restoration of ~~Mines.~~the Hedisturbed land will ~~require~~be acompleted ~~bond~~according to belaw. ~~put~~All inholes, ~~place~~pits toand ~~assure~~shafts ~~that~~will be sealed upon abandonment of the property. ~~will~~It beis ~~restored~~difficult to ~~its~~estimate ~~original~~the ~~condition.~~cost Weof ~~have~~compliance ~~estimated~~with the ~~cost~~environmental oflaw ~~restoring~~since the ~~property~~full tonature and extent of our proposed activities cannot be ~~between~~determined ~~$3,000~~until towe ~~$9,000,~~start ~~depending~~our ~~upon~~operations ~~the~~and ~~number~~know ofwhat ~~holes~~that ~~drilled~~will involve from an environmental standpoint.

~~Employees~~We are in compliance with the Code and ~~Employment~~will ~~Agreements~~continue to comply with the Code in the future. We believe that compliance with the Code will not adversely affect our business operations in the future.

We ~~intend~~will be required to ~~use~~comply with environmental regulations in British Columbia, including returning the ~~services~~surface to its previous condition once we have completed our operations at the property. We cannot speculate on those costs in light of ~~subcontractors~~our ~~for~~ongoing ~~manual~~plans ~~labor~~for exploration. ~~work~~When we are ready to drill, we will notify the Inspector of Mines for British Columbia. The Inspector of Mines will require a bond to be put in place to assure that the property will be restored to its original condition. We have estimated the cost of restoring the property to be between $3,000 to $9,000, depending upon the number of holes ultimately drilled on ~~our~~the ~~properties~~property.

AtEmployees ~~present, we have no employees, other than our officer~~ and ~~directors.~~Employment ~~Our~~Agreements officer and directors are part-time employees and will devote about 10% of their time to our operations. Our officers and directors do not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Because our officers and directors are inexperienced with exploration, they hired qualified persons to perform the surveying of our property.

~~ITEM~~We 1Aintend to use the services of subcontractors for manual labor exploration work on our properties. ~~RISK~~ ~~FACTORS~~

WeAt ~~are~~the apresent ~~smaller~~time, ~~reporting~~we ~~company~~have asno ~~defined~~employees, byother ~~Rule~~than ~~12b~~our officer and directors. Our officer and directors are part-2time employees and will devote about 10% of their time to our operations. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the ~~Exchange~~future. ~~Act~~There are presently no personal benefits available to our officers and directors. Because our officers and directors are ~~not~~inexperienced ~~required~~with exploration, they hired qualified persons to ~~provide~~perform the ~~information~~surveying ~~under~~of ~~this~~our ~~item~~property.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~8

~~None.~~Where You Can Find More Information

~~ITEM~~ The 2Company files annual, quarterly and other requisite filings with the U. ~~PROPERTIES~~S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.

~~Our~~ You ~~business~~may ~~office~~also isrequest ~~located~~a incopy ~~the home~~ of our ~~president,~~filings ~~Vladimir Vaskevich,~~ at 20no ~~Carl Crescent Ave.~~cost, ~~Toronto,~~by ~~Ontario,~~writing ~~Canada~~or ~~M1W~~telephoning ~~3R2.~~us at:

~~ITEM~~Riverdale ~~3. LEGAL~~Mining ~~PROCEEDINGS~~Inc.

We20 ~~are~~Carl ~~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~~Crescent, 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.Toronto

Ontario, 9Canada M1W 3R2

~~ITEM~~Attention: ~~4. (REMOVED~~Vladimir ~~AND~~Vaskevich, ~~RESERVED)~~President

~~PART~~ITEM II1A. RISK FACTORS.

~~ITEM~~We ~~5. MARKET~~are ~~FOR~~a ~~COMMON~~smaller ~~STOCK,~~reporting ~~RELATED~~company ~~STOCKHOLDER~~as ~~MATTERS~~defined ~~AND~~by ~~ISSUER~~Rule ~~PURCHASES~~12b-2 OFof ~~EQUITY~~the ~~SECURITIES~~Exchange Act and are not required to provide the information under this item.

~~Market~~ITEM ~~Information~~1B. UNRESOLVED STAFF COMMENTS.

~~Our shares are traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol "RVDM~~None.~~"A summary of trading by quarter for the last two fiscal years is as follows:~~

Fiscal Year
2011	High Bid	Low Bid
Fourth Quarter: 01-01-11 to 03-31-11	$0.26	$0.00
Third Quarter: 10-01-10 to 12-31-10	$0.26	$0.00
Second Quarter: 07-01-10 to 9-30-10	$0.26	$0.00
First Quarter: 04-01-10 to 6-30-10	$0.26	$0.00
Fiscal Year
2010	High Bid	Low Bid
Fourth Quarter: 01-01-10 to 03-31-10	$0.26	$0.00
Third Quarter: 10-01-09 to 12-31-09	$0.26	$0.00
Second Quarter: 07-01-09 to 9-30-09	$0.26	$0.00
First Quarter: 04-01-09 to 6-30-09	$0.26	$0.00

ITEM 2. PROPERTIES.

OfOur ~~the~~business ~~7,000,000~~office ~~shares~~is oflocated ~~common~~in ~~stock~~the ~~outstanding~~home as of ~~March~~our 31president, ~~2011,~~Vladimir 5Vaskevich,~~000,000~~ ~~shares~~at ~~were~~20 ~~owned~~Carl byCrescent ~~our officers and directors~~Ave., ~~These~~Toronto, ~~shares~~Ontario, ~~may~~Canada ~~only~~M1W be3R2. Mr. ~~resold~~Vaskevich inpermits ~~compliance~~the ~~with~~Company ~~Rule~~to ~~144~~utilize ofthis ~~the~~space ~~Securities~~at ~~Act~~no ~~of 1933~~cost.

~~Holders~~Information about the property on which the Company intends to conduct its mining exploration activities is set forth under “Item 1. Business,” above, which is incorporated herein by reference thereto.

AtITEM ~~March~~3. ~~31,~~LEGAL ~~2011, there were 43 holders of our common stock~~PROCEEDINGS.

~~Status~~We ofare 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 ~~offering~~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.

OnInformation ~~August~~regarding ~~13, 2007,~~ the ~~SEC~~property ~~declared~~on ~~our~~which ~~Form~~the ~~SB-2~~Company ~~registration~~intends ~~statement~~to ~~effective~~engage ~~(SEC~~in ~~File~~exploration ~~no.~~activities ~~333-145049)~~is ~~allowing~~set usforth tounder ~~sell~~Item 1,~~000,000~~ ~~shares of common stock minimum~~Business, 2above,~~000,000~~ ~~shares~~which ofis ~~common~~incorporated ~~stock~~herein ~~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~~reference ~~2,000,000 shares of our common stock and raising $200,000~~thereto. ~~As of the date of this report, we have used all of the funds raised through our public offering.~~

ITEM 104. MINE SAFETY DISCLOSURES.

~~Dividends~~Not Applicable.

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.9

~~Section~~PART ~~Rule 15(g~~II

~~Section~~Market 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.Information

Our shares are traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “RVDM.” The ~~application~~following ofsets forth the ~~penny~~high and low bid quotations for the Company’s common stock ~~rules~~as reported on the Over-the-Counter Bulletin Board for each quarter since April 1, 2010. These quotations reflect prices between dealers and do not include retail mark-ups, markdowns and commissions and may ~~affect~~not ~~your~~necessarily ~~ability~~represent actual transactions. These quotations have not been adjusted to ~~resell~~reflect ~~your~~the ~~shares~~Company's May 31, 2012 reverse stock split.

Stock Option Grants

Fiscal Year
2012	High Bid	Low Bid

Fourth Quarter: 1-1-12 to 3-31-12	$0.02	$0.00
Third Quarter: 10-1-11 to 12-31-11	$0.02	$0.00
Second Quarter: 7-1-11 to 9-30-11	$0.02	$0.00
First Quarter: 4-1-11 to 6-30-11	$0.02	$0.00

Fiscal Year
2011	High Bid	Low Bid

Fourth Quarter: 1-1-11 to 3-31-11	$0.26	$0.00
Third Quarter: 10-1-10 to 12-31-10	$0.26	$0.00
Second Quarter: 7-1-10 to 9-30-10	$0.26	$0.00
First Quarter: 4-1-10 to 6-30-10	$0.26	$0.00

~~To date, we have not granted any stock options.~~Holders

~~ITEM~~As 6of the date of this report, there were 43 stockholders of record of the Company’s common stock. ~~SELECTED~~ ~~FINANCIAL~~Of ~~DATA~~the 35,000 shares of common stock outstanding as of the date of this report, 25,000 shares were owned by our officers and directors.

~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~Dividends

We 11have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

~~ITEM~~Stock ~~7. MANAGEMENT'S~~Option ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Grants

~~This~~To 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: believedate, ~~expect,~~we ~~estimate,~~have ~~anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should~~ not ~~place~~granted ~~undue~~any ~~certainty~~stock ~~on these forward-looking statements, which apply only as of the date of this annual report~~options. ~~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~~Securities ofAuthorized ~~Operation~~for Issuance under Equity Compensation Plans

We At ~~are~~the apresent ~~start-up~~time, ~~exploration~~the ~~stage~~Company ~~corporation~~does ~~and~~not have ~~not~~an ~~yet~~equity ~~generated~~compensation ~~or realized any revenues from our business operations~~plan.

~~Our~~Purchases ~~auditors~~of ~~have~~Equity ~~issued~~Securities aby ~~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. Company

~~Estimates and Assumptions~~ None.

~~In the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.~~10

~~Trends~~ITEM ~~Affecting~~6. ~~Our~~SELECTED ~~Business~~FINANCIAL DATA.

We doare ~~not~~a ~~recognize~~smaller ~~any~~reporting ~~trends~~company ~~which~~as ~~will~~defined ~~affect~~by ~~our~~Rule ~~business. While it appears that we are in a world~~12b-~~wide~~2 ~~recession,~~of the ~~demand~~Exchange ~~for~~Act ~~mineralized~~and ~~materials~~are ~~remains~~not ~~constant~~required into ~~good~~provide orthe ~~bad~~information ~~economical~~under ~~cycles~~this item.

~~Plan~~ITEM of7. ~~Operation~~MANAGEMENT’S ~~for~~DISCUSSION ~~the~~AND ~~Next~~ANALYSIS ~~Twelve~~OF ~~Months~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OnThe ~~July~~following 15discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, ~~2010~~including, wewithout ~~purchased~~limitation, statements containing the ~~Sheelagh~~words ~~Creek~~“believes”, ~~Gold~~“anticipates,” ~~mining~~“expects” ~~claim~~and ~~for~~the $5like,~~000~~ 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”). ~~The~~However, ~~property~~as the Company intends to issue “penny stock,” as such term is ~~registered~~defined in ~~our~~Rule ~~president's~~3a51-1 ~~name~~promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.

OnEstimates ~~January 31, 2010, we were unaware that our mineral title needed to be renewed~~ and inadvertently did not renew the Sheelagh Creek Gold mining claim in time. The claim was automatically forfeited and was re-staked by Speebo Inc. On February 15, 2011, Speebo Inc. agreed to resell the claim to us for $2,500. The $2,500 was paid on February 15, 2011 and the Sheelagh Creek Gold mining claim is held in the name of our president, Vladimir Vaskevich. A copy of the bill of sale is filed as Exhibit 10.1 to our Form 10-Q filed on March 22, 2011 and is incorporated by reference herein.Assumptions

In 12the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.

~~Geological Information:~~Background

~~The~~ On ~~Sheelagh~~July ~~Creek~~15, ~~showing~~2010, iswe ~~located~~purchased on the ~~east wall of a small intermittent stream draining from the north into~~ Sheelagh Creek ~~within~~Gold ~~the~~mining ~~Eskay~~claim ~~Creek~~for ~~region of Northwestern British Columbia The showing consists of a 2.~~$5 (8,000.2 ~~feet)~~The toproperty ~~3.5-metre~~is ~~(11.5~~registered ~~feet)~~in ~~wide quartz vein striking approximately 045 degrees and dipping about 75 degrees to~~ the ~~northwest.~~name Itof isour ~~traceable over 8 metres (26~~President.~~25 feet) before it disappears under the surrounding overburden.~~

~~Mineralization~~ On ~~consists~~January of31, ~~disseminated~~2010, towe ~~semi~~were ~~massive~~unaware ~~pods~~that ofour ~~pyrite.~~mineral ~~Three~~title ~~one-metre~~needed ~~rock~~to ~~chip~~be ~~samples~~renewed ~~were~~and ~~taken~~inadvertently ~~across~~did not renew the ~~face~~Sheelagh ofCreek ~~vein~~Gold mining claim in time. The claim was automatically forfeited and ~~produced~~was ~~assay~~re-staked ~~results~~by ofSpeebo 15Inc.77 ~~grams~~On ~~per~~February ~~tonne~~15, ~~gold~~2011, ~~and~~Speebo 41Inc.83 ~~grams~~agreed ~~per~~to ~~tonne~~resell ~~silver~~the ~~over~~claim 3to us for $2,500.0 ~~meters~~The $2,500 was paid on February 15, 2011 and the Sheelagh Creek Gold mining claim is held in the name of our President, Vladimir Vaskevich. A ~~selected~~copy ~~grab~~of ~~sample~~the ~~returned~~bill ~~values~~ of 61sale is filed as Exhibit 10.371 ~~grams~~to ~~per~~our ~~tonne~~Form ~~gold~~10-Q filed on March 22, 2011 and ~~109.4~~is ~~grams~~incorporated ~~per~~herein ~~tonne~~by ~~silver~~reference thereto.

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

On The ~~August~~Sheelagh 4,Creek ~~2010,~~showing weis ~~allowed~~located ~~our~~on ~~previous~~the ~~mining~~east ~~claims,~~wall ~~Rainy~~of ~~Day~~a ~~#1,~~small 2,intermittent ~~and~~stream 3,draining ~~(tenure~~from ~~numbers~~the ~~403434,~~north ~~403435,~~into ~~533578~~Sheelagh Creek within the Eskay Creek region of Northwestern British Columbia The showing consists of a 2.5 (8.2 feet) to be3.5-metre ~~forfeited~~(11.5 Wefeet) ~~completed~~wide ~~our~~quartz ~~exploration~~vein ~~program~~striking ~~and~~approximately ~~the~~045 ~~sample~~degrees ~~evaluations~~and ~~indicated~~dipping ~~that~~about ~~there~~75 ~~was~~degrees ~~minimal~~to ~~mineralized~~the ~~material~~northwest. onIt ~~the~~is ~~property~~traceable ~~and~~over it8 ~~was~~metres ~~not~~(26.25 ~~economically~~feet) ~~feasible~~before toit ~~continue~~disappears ~~with~~under the ~~claims~~surrounding overburden.

~~Results~~ Mineralization consists of ~~Operations~~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.

~~Period~~ A ~~Ended~~helicopter ~~March~~supported ~~31,~~geological ~~2010~~mapping ~~Compared~~and sampling program in combination with a micro-grid soil geochemical survey is recommended. The objective of this work is to ~~Period~~locate ~~Ended~~and ~~March~~sample 31the exposed vein and locate the potential extensions of the vein (which are covered by overburden) utilizing the geochemical (soil sampling) survey. As helicopter support is required for this work the estimated cost of the program is $10,000 ~~2011~~to $12,000.

~~1. Revenue and Operating Expenses~~11

We The ~~did~~Company ~~not~~has ~~generate~~received ~~any~~recommendations ~~revenue~~that ~~during~~it ~~the~~should ~~period~~conduct ~~ended~~a ~~March~~helicopter ~~31,~~supported ~~2011,~~geological ~~which~~mapping ~~remained~~and ~~unchanged~~sampling ~~from~~program ~~the~~in ~~period~~combination ~~ended~~with ~~March~~a ~~31,~~micro-grid ~~2010.~~soil geochemical survey. The ~~reason~~objective weof ~~have~~this ~~not~~work ~~generated~~is ~~any~~to ~~revenue~~locate isand ~~because~~sample wethe exposed vein and locate the potential extensions of the vein (which are ~~still~~covered inby overburden) utilizing the ~~exploration~~geochemical ~~stage~~(soil sampling) survey. As helicopter support is required for this work, the estimated cost of this program is $10,000 to $12,000.

~~Consulting~~On ~~fee~~August ~~decreased~~4, ~~by $7~~2010,~~525~~ orwe ~~26%~~allowed ~~from~~our ~~$28~~previous mining claims,~~530~~ ~~for~~Rainy ~~the~~Day ~~year~~#1, ~~ended~~2, ~~March~~and 313, ~~2010~~(tenure tonumbers ~~$21~~403434,~~005~~ ~~for~~403435, ~~the~~533578) to ~~year~~be ~~ended~~forfeited. ~~March~~We ~~31,~~completed ~~2011.~~our ~~The~~exploration ~~reason~~program ~~for~~and the ~~decrease~~sample evaluations indicated that there was minimal mineralized material on the ~~result~~property ofand ~~decreased~~it ~~consultants~~was ~~needed~~not ~~for~~economically ~~our~~feasible ~~OTCBB~~to ~~listing~~continue with the claims.

~~Other~~Plan ~~administrative~~of and general expenses decreased by $2,346 or 18% from $13,123 for the year ended March 31, 2010 to $10,777 for the year ended March 31, 2011. The decrease was primarily due to a decrease in telephone and office supply expenses.Operation

~~2. Assets~~ We are a start-up, exploration stage corporation and ~~Liabilities~~have not yet generated or realized any revenues from our business operations.

~~Cash~~ Our ~~and~~auditors ~~cash~~have ~~equivalents~~issued ~~were~~a ~~$2,677~~going atconcern ~~March~~opinion. ~~31,~~This ~~2011~~means asthat ~~compared~~there tois ~~$128~~substantial atdoubt ~~March~~that ~~31,~~we ~~2010.~~can ~~The~~continue ~~reason~~as an on-going business for the ~~increase~~next ~~was~~twelve ~~the~~months ~~result~~unless ofwe ~~loans~~obtain ~~from~~additional ancapital ~~unrelated~~to ~~third~~pay ~~party~~our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point.

Results 13of Operations

~~Limited~~Period ~~Operating~~Ended ~~History;~~March ~~Need~~31, ~~for~~2012 ~~Additional~~Compared ~~Capital~~to Period Ended March 31, 2011

~~There is no historical financial information about us upon which to base an evaluation of our performance~~1. Revenue ~~We are an exploration stage corporation~~ and ~~have~~Operating 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. Expenses

We ~~have~~did nonot ~~assurance~~generate ~~that~~any ~~future~~revenue ~~financing~~during ~~will~~the beperiod ~~available~~ended toMarch us31, on2012, ~~acceptable~~which ~~terms.~~remained Ifunchanged ~~financing~~from isthe ~~not~~period ~~available~~ended onMarch ~~satisfactory terms~~31, we2011. ~~may~~The bereason ~~unable~~we tohave ~~continue,~~not ~~develop~~generated orany ~~expand~~revenue ~~our~~is ~~operations.~~because ~~Future~~we ~~equity~~are ~~financing~~still ~~could result~~ in ~~additional~~the ~~dilution~~exploration ~~to existing shareholders~~stage.

~~Liquidity~~Consulting ~~and~~fees ~~Capital~~increased ~~Resources~~by $247,939 from $21,005 for the year ended March 31, 2011 to $295,944 for the year ended March 31, 2012 as we utilized additional consulting services.

~~From~~Other ~~March~~administrative ~~30,~~and ~~2007~~general ~~(date~~expenses ofdecreased ~~inception)~~by to$266 ~~March~~from 31$10,777 ~~2011,~~for ~~Riverdale Mining has not generated revenues and has accumulated losses since inception. The continuation of Riverdale Mining as a going concern is dependent upon~~ the ~~continued~~year ~~financial~~ended ~~support~~March ~~from its shareholders~~31, ~~the~~2011 ~~ability of Riverdale Mining~~ to ~~obtain necessary equity financing to continue operations~~$10,511 ~~and~~for the ~~attainment~~year ofended ~~profitable~~March ~~operations~~31, 2012. ~~There~~The isincrease nowas ~~guarantee~~primarily ~~that~~due ~~Riverdale Mining will be able~~ to ~~complete~~an ~~any~~increase ofin ~~the~~our ~~above~~telephone ~~objectives~~expenses. ~~These factors raise substantial doubt regarding the Riverdale Mining's ability to continue as a going concern~~

~~At the present time, we have not made any arrangements to raise additional cash~~2. Assets ~~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.~~ Liabilities

WeCash ~~have~~and ~~the~~cash ~~right~~equivalents towere ~~explore~~$442 ~~one~~at ~~property~~March ~~which~~31, ~~consists~~2012 ofas ~~one~~compared ~~claim~~to ~~comprising~~$2,677 aat ~~total~~March of31, ~~179 acres~~2011. ~~The~~Much ~~property~~of isthis ~~registered~~cash inwas ~~our~~utilized ~~president's~~to ~~name~~pay telephone expenses.

OnLimited ~~January~~Operating ~~31,~~History; ~~2010,~~Need we were unaware that our mineral title needed to be renewed and inadvertently did not renew the Sheelagh Creek Gold mining claim in time. The claim was automatically forfeited and was re-staked by Speebo Inc. On February 15, 2011, Speebo Inc. agreed to resell the claim to us for ~~$2,500.~~Additional The $2,500 was paid on February 15, 2011 and the Sheelagh Creek Gold mining claim is held in the name of our president, Vladimir Vaskevich. A copy of the bill of sale is filed as Exhibit 10.1 to our Form 10-Q filed on February 22, 2011.Capital

AsThere ofis ~~March~~no ~~31,~~historical ~~2011,~~financial weinformation ~~borrowed~~about ~~$50,000~~us ~~from~~upon ~~CRG~~which ~~Finance~~to ofbase ~~which,~~an asevaluation atof ~~year~~our ~~end,~~performance. weWe ~~had~~are ~~received~~an ~~$40,000~~exploration ofstage ~~the~~corporation ~~total~~and ~~$50,000~~have asnot ~~per~~generated ~~the~~any ~~loan~~revenues ~~agreements~~from operations. ~~The~~We ~~notes~~cannot ~~bear~~guarantee ~~10%~~we ~~interest~~will ~~and~~be ~~are~~successful ~~due~~in onour ~~demand~~business operations. AsOur ofbusiness is subject to risks inherent in the ~~date~~establishment of ~~this~~a ~~report,~~new webusiness ~~have~~enterprise, ~~received~~including ~~the~~limited ~~remaining~~capital ~~$10~~resources,~~000,~~ ofpossible ~~which,~~delays in the ~~total~~exploration ~~$50,000~~of ~~remains~~our ~~outstanding~~properties, and possible cost overruns due ~~upon~~to ~~demand~~price and cost increases in services.

~~Since~~Due ~~inception~~to a lack of working capital, wethe ~~have~~Company ~~issued~~has 7suspended its mining exploration program at this time. If the Company is able to raise sufficient funds,~~000~~ it may pursue additional exploration activities at the current property,~~000~~ ~~shares~~or ofpursue ~~our~~exploration ~~common~~activities ~~stock~~at ~~and~~properties ~~received~~which ~~$200~~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,~~050~~ we may be unable to continue, develop or expand our operations. Future equity financing could result in additional dilution to existing shareholders.

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 total. This was accounted for as an acquisition of shares. 12

We 14anticipate 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.

InLiquidity ~~December 2007, we completed our public offering by raising $200,000~~ and ~~issued~~Capital ~~2,000,000~~Resources ~~shares of common stock.~~

AsFrom March 30, 2007 (date of inception) to March 31, ~~2011~~2012, we have not generated revenues and we have accumulated losses since inception. Our continuation as a going concern is dependent upon the continued financial support our ~~total~~shareholders, ~~assets~~our ~~were~~ability $2to obtain necessary equity financing to continue operations,~~677~~ ~~consisting~~and ~~entirely~~the attainment of ~~cash~~profitable ~~and~~operations. ~~our~~There ~~total~~is ~~liabilities~~no ~~were~~guarantee ~~$74,335~~that we will be able to complete any of the objectives set forth above. These factors raise substantial doubt regarding our ability to continue as a going concern

~~During~~At the ~~year~~present ~~ended March 31~~time, ~~2011,~~we ~~Riverdale~~have ~~Mining~~not ~~repaid~~made ~~its'~~any ~~president~~arrangements ~~$10,000 for loans he made~~ to ~~the~~raise ~~Company~~additional ~~for operating expenses~~cash. AsIf ~~of March 31, 2011,~~ we ~~still~~need ~~owe~~additional ~~our~~cash ~~president~~and ~~Vladimir~~cannot ~~Vaskevich~~raise ~~$9,980~~it ~~for~~we ~~loans~~will heeither ~~made~~have to ~~the~~suspend ~~company.~~operations ~~The~~until ~~loan~~we isdo ~~unsecured,~~raise ~~bears~~the nocash, ~~interest~~or ~~and~~cease isoperations ~~due upon demand~~entirely.

~~Off~~We ~~Balance~~have ~~Sheet~~the ~~Arrangements~~right to explore one property which consists of one claim comprising a total of 179 acres. The property is registered in our president's name.

We As of March 31, 2012, we borrowed $82,000 from CRG Finance of which, as at year end, we had received $82,000 of the total $82,000 as per the loan agreements. The notes bear 10% interest and are due on demand. As of the date of this Report, we have noreceived ~~off~~the ~~balance~~total ~~sheet~~$82,000, ~~arrangements~~of which, the total $82,000 remains outstanding and due upon demand.

~~Critical~~Since ~~Accounting~~inception, ~~Policies~~we have issued 35,000 shares of our common stock and received $200,050 from shareholders.

~~The~~In ~~preparation~~March of2007, ~~the~~we ~~financial~~issued ~~statements~~25,000 inshares ~~conformity with accounting principles generally accepted in the United States~~ of ~~America~~common ~~requires~~stock ~~management~~ to ~~make~~our ~~estimates~~officers and ~~assumptions~~directors ~~that~~pursuant ~~affect~~to the ~~amounts~~exemption ~~reported in the financial statements and accompanying notes. Actual results could differ materially~~ from ~~those~~registration ~~estimates.~~contained Wein ~~believe~~Regulation ~~that~~S ~~there~~of ~~are several accounting policies that are critical to understanding our historical and future performance, as these policies affect~~ the ~~reported~~Securities ~~amounts~~Act of ~~revenue and the more significant areas involving management's judgments and estimates~~1933. ~~These~~ ~~significant~~The ~~accounting~~purchase ~~policies~~price ~~relate~~of tothe ~~revenue~~shares ~~recognition,~~was ~~valuation of long~~$-~~lived~~0- ~~assets and income taxes~~total. ~~These~~This ~~policies,~~was ~~and~~accounted ~~the~~for ~~related~~as ~~procedures,~~an ~~are~~acquisition ~~described~~of ~~in detail below~~shares.

~~Revenue~~In ~~recognition~~December 2007, we completed our public offering by raising $200,000 and issued 10,000 shares of common stock.

~~The~~On ~~Company's~~March ~~revenue~~26, ~~consists~~2012, our Board of ~~obtaining~~Directors approved and recommended a reverse stock split of its common shares on the ~~ability~~basis of 200 shares to ~~find~~1. ~~mineralized~~The ~~material~~number ~~that~~of ispost-split ~~economically~~shares ~~feasible~~outstanding toas ~~extract~~of ~~from~~March ~~our~~31, ~~property.~~2012, is 35,000 common shares.

~~Impairment~~As of ~~long~~March ~~lived~~31, 2012, our total assets were $442 consisting entirely of cash and our total liabilities were $395,391.

~~Long-lived~~ During ~~assets of~~ the ~~Company~~year ~~are~~ended ~~reviewed~~March ~~for~~31, ~~impairment~~2011, ~~whenever~~we ~~events~~repaid orour ~~changes~~president in$10,000 ~~circumstances~~for ~~indicate~~loans ~~that~~he ~~their~~made ~~carrying~~to ~~value has become impaired, in accordance with~~ the ~~guidance~~Company ~~established~~for inoperating ~~Statement of Financial Accounting Standards ("SFAS") No~~expenses. ~~144,~~As ~~Accounting for the Impairment or Disposal~~ of ~~Long-Lived~~March ~~Assets.~~31, An2012, ~~impairment~~we ~~loss~~still ~~would~~our berelated ~~recognized~~parties ~~when~~$12,674 ~~the~~for ~~carrying~~advances ~~amount~~they ofmade ~~an asset exceeds the estimated undiscounted future cash flows expected~~ to ~~result from~~ the ~~use of the asset and its eventual disposition~~company. The ~~amount~~advance ~~of the impairment loss to be recorded~~ is ~~calculated~~unsecured, bybears ~~the~~no ~~excess~~interest ofand ~~the asset's carrying value over its fair value. Fair value~~ is ~~generally~~due ~~determined~~upon ~~using a discounted cash flow analysis~~demand.

~~Income~~ On ~~taxes~~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.

~~The~~ On ~~Company~~June ~~accounts~~26, ~~for~~2012, ~~income~~we ~~taxes~~borrowed ~~under~~an ~~the~~additional ~~provisions of SFAS No. 109~~$10,000 ~~Accounting~~from ~~for~~CRG ~~Income~~Finance ~~Taxes,~~AG. ~~which~~The ~~requires~~loan ~~the~~is ~~Company~~due toupon ~~recognize~~demand ~~deferred tax liabilities~~ and ~~assets~~compounds ~~for~~interest ~~the~~at ~~expected~~10.0% ~~future~~per ~~tax~~annum. ~~consequences~~As of ~~events that have been recognized in~~ the ~~Company's~~date ~~financial~~of ~~statements~~this orReport, ~~tax~~we ~~returns~~have ~~using~~received ~~the liability method. Under this method~~$7,000 ~~deferred~~of ~~tax~~the ~~liabilities~~total ~~and~~loan balance.

Plant 15and Equipment

The ~~assets~~Company ~~are~~has ~~determined~~spent ~~based~~$0 on ~~the~~plant ~~temporary differences between the financial statement~~ and ~~tax~~equipment ~~bases~~to ofdate, ~~assets~~ and ~~liabilities~~anticipates ~~using~~expending ~~enacted~~$0 ~~tax~~on ~~rates~~plant inand ~~effect~~equipment in the ~~years~~fiscal inyear ~~which~~ended ~~the~~March ~~differences~~31, ~~are expected to reverse~~2013. If ~~The~~the ~~effect~~Company ~~on deferred income tax assets and liabilities of a change in income tax rates~~ is ~~included~~able into ~~the~~raise ~~period~~additional ~~that~~funds, ~~includes~~ the ~~enactment~~Company ~~date.~~may ~~Valuation~~spend ~~allowances~~a ~~are~~portion ~~established~~of ~~when~~such ~~necessary~~funds toon ~~reduce~~plant ~~deferred~~and ~~income~~equipment ~~tax~~related ~~assets~~ to the ~~amount~~current ~~expected~~property, toor properties which may be ~~realized~~identified.

~~Recent Accounting Pronouncements~~13

~~Riverdale~~Research ~~Mining~~and ~~does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flow.~~Development

~~ITEM~~The 7ACompany anticipates spending $0 on mining exploration in the fiscal year ending March 31, 2013. ~~QUANTITATIVE~~ If ~~AND~~the ~~QUALITATIVE~~Company ~~DISCLOSURES~~is ~~ABOUT~~able ~~MARKET~~to ~~RISK~~raise additional funds, the Company anticipates that it will spend a portion of such funds on mining exploration.

~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.~~Employees

~~ITEM~~At ~~8. FINANCIAL~~the ~~STATEMENTS~~present ~~AND~~time, ~~SUPPLEMENTARY~~the ~~DATA~~Company has no employees, other than our officer and directors.

Riverdale Mining Inc.
(A Development Stage Company)
March 31, 2011
				Index
Report of Independent Registered Public Accounting Firm				F-1
Balance Sheets				F-2
Statements of Expenses				F-3
Statement of Change in Stockholders' Equity				F-4
Statements of Cash Flows				F-5
Notes to the Financial Statements				F-6

Critical Accounting Policies

The 16preparation 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.

~~REPORT~~Revenue ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~recognition

To The ~~Board~~Company’s revenue consists of ~~Directors Riverdale~~obtaining ~~Mining,~~the ~~Inc.~~ability ~~(An~~to ~~Exploration~~find ~~Stage~~mineralized ~~Company) Ontario,~~material ~~Canada~~that is economically feasible to extract from our property.

WeImpairment ~~have audited the accompanying balance sheets~~ of ~~Riverdale~~long ~~Mining,~~lived Inc. as of March 31, 2011 and 2009 and the related statements of expenses, cash flows and changes in stockholders' equity (deficit) for the years then ended, for the period from March 30, 2007 (inception) through March 31, 2011. These financial statements are the responsibility of Riverdale's management. Our responsibility is to express an opinion on these financial statements based on our audit.assets

WeLong-lived ~~conducted~~assets ~~our audit in accordance with standards~~ of the ~~Public~~ Company ~~Accounting~~are ~~Oversight~~reviewed ~~Board~~for ~~(United~~impairment ~~States).~~whenever ~~Those~~events ~~standards~~or ~~require~~changes ~~that~~in wecircumstances ~~plan~~indicate ~~and~~that ~~perform~~their ~~the~~carrying ~~audit~~value tohas ~~obtain~~become ~~reasonable~~impaired, ~~assurance~~in ~~about~~accordance ~~whether~~with the ~~financial~~guidance ~~statements~~established ~~are~~in ~~free~~Statement of ~~material~~Financial ~~misstatements.~~Accounting ~~Riverdale~~Standards is(“SFAS”) ~~not~~No. ~~required to have~~144, ~~nor~~Accounting ~~were~~for wethe ~~engaged~~Impairment toor ~~perform,~~Disposal ~~an audit~~ of ~~its~~Long-Lived ~~internal control over financial reporting~~Assets. ~~Our~~An ~~audit~~impairment ~~included~~loss ~~consideration~~would ofbe ~~internal~~recognized ~~control~~when ~~over financial reporting as a basis for designing audit procedures that are appropriate in~~ the ~~circumstances,~~carrying ~~but~~amount ~~not for the purpose~~ of ~~expressing~~ an ~~opinion~~asset onexceeds the ~~effectiveness~~estimated ofundiscounted ~~the~~future ~~Riverdale's~~cash ~~internal~~flows ~~control~~expected ~~over~~to ~~financial~~result ~~reporting.~~from ~~Accordingly,~~the weuse ~~express~~of ~~no such opinion. An audit includes examining, on a test basis, evidence supporting~~ the ~~amounts~~asset and ~~disclosures~~its ineventual ~~the financial statements~~disposition. AnThe ~~audit~~amount ~~also~~of ~~includes assessing~~ the ~~accounting~~impairment ~~principles~~loss ~~used~~to ~~and~~be ~~significant~~recorded ~~estimates~~is ~~made~~calculated by ~~management,~~the asexcess ~~well~~of asthe ~~evaluating~~asset’s ~~the~~carrying ~~overall~~value ~~financial~~over ~~statement~~its ~~presentation~~fair value. WeFair ~~believe~~value ~~that~~is ~~our~~generally ~~audit~~determined ~~provides~~using a ~~reasonable~~discounted ~~basis~~cash ~~for~~flow ~~our opinion~~analysis.

InIncome our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverdale as of March 31, 2011 and 2009 and the results of its operations and its cash flows for the years then ended and the period from March 30, 2007 (inception) to March 31, 2011 in conformity with accounting principles generally accepted in the United States of America.taxes

The ~~accompanying~~Company ~~financial~~accounts ~~statements~~for ~~have~~income ~~been~~taxes ~~prepared~~under ~~assuming~~the ~~that~~provisions ~~Riverdale~~of ~~will~~SFAS ~~continue~~No. as109, aAccounting ~~going~~for ~~concern.~~Income AsTaxes, ~~discussed~~which inrequires ~~Note~~the 2Company 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, ~~Riverdale~~or ~~has~~tax noreturns ~~revenues~~using the liability method. Under this method, deferred tax liabilities and ~~has~~assets ~~accumulated~~are ~~losses~~determined ~~since~~based ~~inception~~on ~~which~~the ~~raise~~temporary ~~substantial~~differences ~~doubt~~between ~~about~~the ~~its~~financial ~~ability~~statement toand ~~continue~~tax asbases aof ~~going~~assets ~~concern.~~and ~~Management's~~liabilities ~~plans~~using ~~regarding~~enacted ~~those~~tax ~~matters~~rates ~~also~~in ~~are~~effect ~~described~~in the years in ~~Note~~which 2the differences are expected to reverse. The ~~financial~~effect ~~statements~~on dodeferred ~~not~~income ~~include~~tax ~~any~~assets ~~adjustments~~and liabilities of a change in income tax rates is included in the period that ~~might~~includes ~~result~~the ~~from~~enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the ~~outcome~~amount ofexpected ~~this~~to ~~uncertainty~~be realized.

~~MALONEBAILEY,~~Recent ~~LLP~~ Accounting Pronouncements.

~~www~~ We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.~~Malonebailey.com~~

~~July~~Off 8,Balance ~~2011~~Sheet Arrangements

~~F-1 17~~We have no off balance sheet arrangements.

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
				March 31,		March 31,
				2011		2010
ASSETS
	CURRENT ASSETS
Cash			$	2,677	$	128
Total Current Assets				2,677		128
	TOTAL ASSETS		$	2,677	$	128
LIABILITIES AND STOCKHOLDERS' DEFICIT
	CURRENT LIABILITIES
	Accounts payable		$	12,863	$	10,705
	Demand note payable			40,000		-
	Accounts payable - related party			11,405		3,701
	TOTAL LIABILITIES			64,268		14,406
	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;
		7,000,000 shares issued and outstanding		70		70
		Additional paid-in capital		199,980		199,980
		Deficit accumulated during exploration stage		(261,641)		(214,328)
		TOTAL STOCKHOLDERS' DEFICIT		(61,591)		(14,278)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	2,677	$	128

~~See~~ITEM ~~accompanying~~7A. ~~summary~~QUANTITATIVE ofAND ~~accounting~~QUALITATIVE ~~policies~~DISCLOSURES ~~and~~ABOUT ~~notes~~MARKET ~~to the financial statements~~RISK. ~~F-2~~

We 18are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

RIVERDALE MINING INC.
Riverdale Mining Inc.
(AN EXPLORATION STAGE COMPANY)
(A Development Stage Company)
STATEMENTS OF EXPENSES
March 31, 2012
			Year Ended March 31, 2011		Year Ended March 31, 2010	For the Period from March 30, 2007 (Inception) through March 31, 2011
				Index
EXPENSES
Report of Independent Registered Public Accounting Firm				F–1
	Consulting fees		21,005		28,530	111,987
Balance Sheets				F–2
	Legal and accounting		11,598		14,500	75,679
Statements of Expenses				F–3
	Exploration		2,500		-	16,500
Statement of Change in Stockholders’ Equity				F–4
	Interest Expense		1,433		0	1,433
Statements of Cash Flows				F–5
	Other general and administrative		10,777		13,123	56,042
Notes to the Financial Statements				F–6
NET LOSS		$	(47,313)	$	(56,153)	(261,641)
	NET LOSS PER COMMON SHARE-BASIC AND DILUTED	$	(0.01)	$	(0.01)
	WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC AND DILUTED		7,000,000		7,000,000

~~See accompanying summary of accounting policies and notes to the financial statements. F-3~~15

REPORT 19OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
				Additional Paid-in Capital		Deficit Accumulated during Exploration Stage		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balance, March 30, 2007 (Date of Inception)	-	$	-	$	-	$	-	$	-
Issuance of Common stock for cash
at $0.00001 per share	5,000,000		50		-		-		50
Net loss	-		-		-		(18,000)		(18,000)
Balance, March 31, 2007	5,000,000		50		-		(18,000)		(17,950)
Issuance of common stock for cash at $0.10 per share	2,000,000		20		199,980		-		200,000
Net Loss	-		-		-		(50,665)		(50,665)
Balance, March 31, 2008	7,000,000		70		199,980		(68,665)		131,385
Net loss	-		-		-		(89,510)		(89,510)
Balance, March 31, 2009	7,000,000	$	70	$	199,980	$	(158,175)	$	41,875
Net loss	-		-		-		(56,153)		(56,153)
Balance, March 31, 2010	7,000,000	$	70	$	199,980	$	(214,328)	$	(14,278)
Net loss	-		-		-		(47,313)		(47,313)
Balance, March 31, 2011	7,000,000	$	70	$	199,980	$	(261,641)	$	(61,591)

To The Board of Directors

~~See~~Riverdale ~~accompanying~~Mining, ~~summary of accounting policies and notes to the financial statements~~Inc. ~~F-4~~

(An 20Exploration Stage Company)

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
				Year Ended March 31, 2011		Year Ended March 31, 2010		Accumulated from March 30, 2007 (Inception) through March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
		Net loss	$	(47,313)	$	(56,153)	$	(261,641)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Increase (decrease) in accounts payable		2,158		705		12,863
		Increase (decrease) in related party payable		7,704		-		7,704
Net cash used in operating activities				(37,451)		(55,448)		(197,373)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock			-		-		200,050
	Short Term Debt			40,000		-		40,000
	Net advances from (repayments to) related party			-		2,635		3,701
Net cash provided by financing activities				40,000		2,635		243,751
Net change in cash				2,549		(52,813)		2,677
Cash, beginning of period			$	128	$	52,941	$	-
Cash, end of period			$	2,677	$	128	$	2,677
SUPPLEMENTAL DISCLOSURES
		Interest paid	$	- -	$	- -	$	-
		Income taxes paid	$		$		$	-

Ontario, Canada

~~See~~We have audited the accompanying ~~summary~~balance sheets of ~~accounting~~Riverdale ~~policies~~Mining, Inc. as of March 31, 2012 and ~~notes~~2011 toand the related statements of expenses, cash flows and changes in stockholders’ equity (deficit) for the years then ended, for the period from March 30, 2007 (inception) through March 31, 2012. These financial statements are the responsibility of Riverdale’s management. ~~F-5~~ Our responsibility is to express an opinion on these financial statements based on our audit.

We 21conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Riverdale is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Riverdale’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~RIVERDALE~~In ~~MINING~~our ~~INC.~~opinion, ~~(AN~~the ~~EXPLORATION~~financial ~~STAGE~~statements ~~COMPANY)~~referred ~~NOTES~~to TOabove ~~FINANCIAL~~present ~~STATEMENTS~~fairly, in all material respects, the financial position of Riverdale as of March 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and the period from March 30, 2007 (inception) to March 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

~~NOTE~~The 1accompanying -financial ~~NATURE~~statements OFhave ~~OPERATIONS~~been ~~AND~~prepared ~~SUMMARY~~assuming OFthat ~~SIGNIFICANT~~Riverdale ~~ACCOUNTING~~will ~~POLICIES~~continue as a going concern. As discussed in Note 2 to the financial statements, Riverdale has no revenues and has accumulated losses since inception which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Riverdale Mining Inc. (the "Company") was incorporated on March 30~~MALONEBAILEY, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties. The Company maintains offices in Reno, Nevada and in Toronto, Canada. The Company is an Exploration Stage Company, as defined by ASC 7 "Accounting and Reporting for Development Stage Enterprises".LLP

~~Use~~MALONEBAILEY, ~~of Estimates.~~LLP

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting periodwww. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operationsMalonebailey.com

~~Acquisition~~Houston, ~~Exploration and Development Costs.~~Texas

~~Mineral~~July ~~property acquisition~~12, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10, "Accounting for Impairment or Disposal of Long-Lived Assets." The Company currently does not have any long-lived assets and therefore no adjustments are needed at March 31, 2011.2012

F-61

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS

				March 31,		March 31,
				2012		2011
ASSETS
	CURRENT ASSETS
Cash			$	442	$	2,677

Total Current Assets				442		2,677

	TOTAL ASSETS		$	442	$	2,677

LIABILITIES AND STOCKHOLDERS' DEFICIT

	CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	300,717	$	12,863
	Demand note payable			82,000		40,000
	Accounts payable – related party			12,674		11,405
	TOTAL LIABILITIES			395,391		64,268

	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		-		-
		Additional paid-in capital		200,050		200,050
		Deficit accumulated during exploration stage		(594,999)		(261,641)
		TOTAL STOCKHOLDERS' DEFICIT		(394,949)		(61,591)

	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	442	$	2,677

~~RIVERDALE~~See ~~MINING~~accompanying ~~INC.~~summary ~~(AN~~of ~~EXPLORATION~~accounting ~~STAGE~~policies ~~COMPANY)~~and ~~NOTES~~notes TOto ~~FINANCIAL~~the ~~STATEMENTS~~financial ~~March 31, 2011~~statements.F-2

Basic and Diluted Net Income (Loss) Per Share.

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF EXPENSES

			Year Ended March 31, 2012		Year Ended March 31, 2011	For the Period from March 30, 2007 (Inception) through March 31, 2012

EXPENSES
	Consulting fees		295,944		21,005	407,931
	Legal and accounting		16,184		11,598	91,863
	Exploration		-		2,500	16,500
	Compensation		4,000		0	4,000
	Interest Expense		6,719		1,433	8,152
	Other general and administrative		10,511		10,777	66,553

NET LOSS		$	(333,358)	$	(47,313)	(594,999)

	NET LOSS PER COMMON SHARE-BASIC AND DILUTED	$	(9.52)	$	(1.35)

	WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC AND DILUTED		35,000		35,000

~~The~~See ~~Company~~accompanying ~~computes~~summary ~~net income (loss) per share in accordance with ASC 260 requires presentation~~ of ~~both~~accounting ~~basic~~policies and ~~diluted~~notes ~~earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available~~ to ~~common shareholders (numerator) by~~ the ~~weighted~~financial ~~average number of shares outstanding (denominator) during the period~~statements. ~~Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if~~F-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Basic and diluted EPS are the same in fiscal 2011 and 2010 due to no common stock equivalents.3

Revenue Recognition.

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

				Additional Paid-in Capital		Deficit Accumulated during Exploration Stage		Total Stockholders' Equity
	Common Stock
	Shares	Amount

Balance, March 30, 2007 (Date of Inception)	-	$	-	$	-	$	-	$	-

Issuance of Common stock for cash at $0.00001 per share	25,000		-		50		-		50
Issuance of Common stock for cash at $0.00001 per share	25,000		-		50		-		50

Net loss	-		-		-		(18,000)		(18,000)

Balance, March 31, 2007	25,000		-		50		(18,000)		(17,950)

Issuance of common stock for cash at $0.10 per share	10,000		-		200,000		-		200,000

Net Loss	-		-		-		(50,665)		(50,665)

Balance, March 31, 2008	35,000		-		200,050		(68,665)		131,385

Net loss	-		-		-		(89,510)		(89,510)

Balance, March 31, 2009	35,000	$	-	$	200,050	$	(158,175)	$	41,875

Net loss	-		-		-		(56,153)		(56,153)

Balance, March 31, 2010	35,000	$	-	$	200,050	$	(214,328)	$	(14,278)

Net loss	-		-		-		(47,313)		(47,313)

Balance, March 31, 2011	35,000	$	-	$	200,050	$	(261,641)	$	(61,591)

Net loss	-		-		-		(333,358)		(333,358)

Balance, March 31, 2012	35,000	$	-	$	200,050	$	(594,999)		(394,949)

~~The~~See ~~Company~~accompanying ~~recognizes~~summary ~~revenue~~of inaccounting ~~accordance~~policies ~~with~~and ~~the~~notes criteria outlined in Securities Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition". Revenues will be recognized once they are earned; specifically when: (a) services are provided or products are delivered to ~~customers, (b) clear proof that an arrangement exists, (c) amounts are fixed or can be determined, and (d)~~ the ~~Company's~~financial ~~ability to collect is reasonably assured~~statements.F-4

Cash and Cash Equivalents.

RIVERDALE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS

				Year Ended March 31, 2012		Year Ended March 31, 2011		Accumulated from March 30, 2007 (Inception) through March 31, 2012
				Year Ended March 31, 2012		Year Ended March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES

		Net loss	$	(333,358)	$	(47,313)	$	(594,999)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Increase (decrease) in accounts payable and accrued expenses		287,854		2,158		300,717
Net cash used in operating activities				(45,504)		(45,155)		(294,282)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock			-		-		200,050
	Short Term Debt			42,000		40,000		82,000
	Net advances from (repayments to) related party			1,269		7,704		12,674
Net cash provided by financing activities				43,269		47,704		294,724

Net change in cash				(2,235)		2,549		442

Cash, beginning of period			$	2,677	$	128	$	-

Cash, end of period			$	442	$	2,677	$	442

SUPPLEMENTAL DISCLOSURES
		Interest paid	$	-	$	-	$	-
		Income taxes paid	$	-	$	-	$	-

~~The~~See ~~Company~~accompanying ~~considers~~summary ~~all highly liquid instruments with maturity~~ of ~~three~~accounting ~~months~~policies orand ~~less~~notes atto the ~~time of issuance to be cash equivalents. Cash consists of cash on deposit with a high quality major~~ financial ~~institution and to date; the Company has not experienced any losses on its balances~~statements. F-5

~~Financial~~RIVERDALE ~~Instruments~~MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS March 31, 2012

~~The~~NOTE ~~carrying~~1 ~~values~~– ofNATURE ~~the~~OF ~~Company's~~OPERATIONS ~~financial~~AND ~~instruments,~~SUMMARY ~~which~~OF ~~include~~SIGNIFICANT ~~cash~~ACCOUNTING and amounts due to vendors, approximate their fair values due to the immediate or short-term maturity of these financial instruments. The Company's operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The market risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to its foreign currency risk.POLICIES

~~Income~~Riverdale ~~Taxes~~Mining Inc. (the “Company") was incorporated on March 30, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties. The Company maintains offices in Reno, Nevada and in Toronto, Canada. The Company is an Exploration Stage Company, as defined by ASC 7 “Accounting and Reporting for Development Stage Enterprises”.

~~The~~Use ~~Company accounts for its income taxes in accordance with ASC 740, which requires recognition~~ of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwardsEstimates. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.

~~F-7~~The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Acquisition, 23Exploration and Development Costs.

~~RIVERDALE~~Mineral ~~MINING~~property ~~INC~~acquisition, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. ~~(AN~~When ~~EXPLORATION~~it ~~STAGE~~has ~~COMPANY)~~been ~~NOTES~~determined TOthat ~~FINANCIAL~~a ~~STATEMENTS~~mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10, "Accounting for Impairment or Disposal of Long-Lived Assets." The Company currently does not have any long-lived assets and therefore no adjustments are needed at March 31, ~~2011~~2012.

~~Recent Accounting Pronouncements~~F-6

~~Riverdale~~RIVERDALE ~~Mining~~MINING ~~does~~INC. ~~not~~(AN ~~expect~~EXPLORATION ~~the~~STAGE ~~adoption~~COMPANY) ofNOTES ~~recently~~TO ~~issued~~FINANCIAL ~~accounting~~STATEMENTS ~~pronouncements~~March ~~to have a significant impact on their results of operations~~31, ~~financial position or cash flow.~~2012

~~NOTE~~Basic 2and -Diluted ~~GOING~~Net ~~CONCERN~~Income (Loss) Per Share.

~~These~~The ~~financial~~Company ~~statements~~computes ~~have~~net ~~been~~income ~~prepared~~(loss) onper ashare ~~going~~in ~~concern~~accordance ~~basis,~~with ASC ~~which~~260 ~~implies~~requires ~~the~~presentation ~~Company~~of ~~will~~both ~~continue~~basic toand ~~realize~~diluted ~~its~~earnings ~~assets~~per ~~and~~share ~~discharge~~(EPS) ~~its~~on ~~liabilities in~~ the ~~normal~~face ~~course~~ of ~~business. As shown in~~ the ~~accompanying~~income ~~financial~~statement. ~~statements,~~Basic ~~the~~EPS ~~Company~~is ~~has~~computed noby ~~revenues,~~dividing ~~has~~net ~~accumulated~~income ~~losses~~(loss) ~~since~~available ~~inception.~~to ~~These~~common ~~factors~~shareholders ~~raise~~(numerator) ~~substantial~~by ~~doubt~~the ~~regarding~~weighted ~~the~~average ~~Company's~~number ~~ability~~of toshares ~~continue~~outstanding as(denominator) aduring ~~going~~the ~~concern~~period. ~~The~~ Diluted ~~continuation~~EPS ofgives ~~the~~effect ~~Company~~to asall adilutive ~~going~~potential ~~concern~~common isshares ~~dependent~~outstanding ~~upon~~during the ~~continued~~period ~~financial~~using ~~support~~the ~~from~~treasury ~~its~~stock ~~shareholders,~~method ~~the~~and ~~ability~~convertible ofpreferred stock using the ~~Company~~if-converted tomethod. In ~~obtain~~computing ~~necessary~~Diluted ~~equity~~EPS, ~~financing~~the toaverage ~~continue~~stock ~~operations,~~price ~~and~~for the ~~attainment~~period ofis ~~profitable~~used ~~operations.~~in ~~These~~determining ~~financial~~the ~~statements~~number doof ~~not~~shares ~~include~~assumed ~~any~~to ~~adjustments~~be ~~related~~purchased tofrom the ~~recoverability~~exercise ~~and classification~~ of ~~recorded~~stock ~~assets,~~options or ~~the~~warrants. Basic ~~amounts~~ and ~~classification~~diluted ofEPS ~~liabilities~~are ~~that~~the ~~might~~same ~~be necessary~~ in ~~the~~fiscal ~~event~~2012 ~~the~~and ~~Company~~2011 ~~cannot~~due ~~continue~~to asno acommon ~~going~~stock ~~concern~~equivalents.

~~NOTE~~Cash 3and -Cash ~~RELATED~~Equivalents. ~~PARTY BALANCES AND TRANSACTIONS~~

The Company ~~occupies~~considers ~~office~~all ~~space~~highly ~~provided~~liquid byinstruments ~~the~~with ~~president~~maturity of ~~the~~three ~~Company~~months ator noless ~~cost.~~at ~~The~~the ~~value~~time of ~~the~~issuance ~~space~~to isbe ~~not~~cash ~~considered materially significant for financial reporting purposes~~equivalents. ~~The~~Cash ~~President~~consists ~~advanced~~of ~~$9,980~~cash ~~during~~on ~~the~~deposit ~~year~~with ~~ended~~a ~~March~~high ~~31,~~quality ~~2011~~major tofinancial ~~pay~~institution ~~for the initial legal fees, accounting fees~~ and ~~other~~to ~~general~~date; ~~administrative expenses. The advances on behalf of~~ the Company ~~are~~has ~~non-interest~~not ~~bearing~~experienced ~~and~~any ~~remaining~~losses ~~outstanding as of the date of this report. Additionally, the secretary advanced $1,425 as of March 31, 2011 to pay for other general administrative expenses~~ on ~~behalf~~its ~~of the company, which were repaid as of the date of this report~~balances.

~~NOTE~~Income ~~4 - DEMAND NOTE PAYABLE~~Taxes.

~~During~~The ~~the~~Company ~~year~~accounts ~~ended~~for ~~March~~its ~~31,~~income taxes ~~2011,~~in accordance ~~Riverdale~~with ~~borrowed~~ASC ~~$50~~740,~~000~~ which ~~from~~requires ~~CRG~~recognition ~~Finance. Of~~of ~~which,~~deferred astax atassets ~~year~~and ~~end,~~liabilities wefor ~~had~~future ~~received~~tax ~~$40,000~~consequences ofattributable to differences between the ~~total~~financial ~~$50,000~~statement ascarrying ~~per~~amounts ~~the~~of ~~loan~~existing ~~agreement~~assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ~~note~~effect ~~bears~~on ~~10%~~deferred ~~interest~~tax assets and liabilities of a change in tax rates is ~~due~~recognized onin ~~demand.~~operations Asin ofthe period that includes the enactment date. ofPotential ~~this~~benefits ~~report,~~of weincome ~~have~~tax ~~received~~losses ~~the~~are ~~remaining~~not ~~$10,000,~~recognized ofin ~~which~~the ~~$50,000~~accounts ~~remaining~~until ~~outstanding~~realization ~~and~~is ~~due~~more ~~upon~~likely ~~demand~~than not.

~~NOTE~~Recent 5Accounting ~~- PREFERRED AND COMMON STOCK~~Pronouncements.

~~The~~Riverdale ~~Company~~Mining isdoes ~~authorized to issue 100,000,000 shares of $0.00001 par value preferred stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting right are~~ not ~~cumulative~~expect ~~and, therefore,~~ the ~~holders~~adoption of ~~more~~recently ~~than~~issued ~~50%~~accounting ofpronouncements ~~the preferred stock could, if they choose~~ to dohave ~~so,~~a ~~elect~~significant ~~all~~impact ofon ~~the~~their ~~directors~~results of ~~the~~operations, ~~Company.~~financial ~~There~~position ~~are~~or nocash ~~preferred shares issued~~flow.

FNOTE 2 -8 GOING CONCERN

These 24financial 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.

~~RIVERDALE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS March 31, 2011~~F-7

~~The~~RIVERDALE ~~Company~~MINING ~~is authorized to issue 100,000,000 shares of $0~~INC.~~00001~~ ~~par~~(AN ~~value~~EXPLORATION ~~common~~STAGE ~~stock.~~COMPANY) ~~All~~NOTES ~~shares~~TO ~~have~~FINANCIAL ~~equal~~STATEMENTS ~~voting~~March ~~rights~~31, are non-assessable and have one vote per share. Voting right are not cumulative and, therefore, the holders of more than 50% of common stock could, if they choose to do so, elect all of the directors of the Company. 2012

InNOTE ~~March~~3 ~~2007,~~- ~~the~~RELATED ~~Company~~PARTY ~~issued~~BALANCES ~~5,000,000~~AND ~~common shares to its president and secretary at $0.00001 per share for cash proceeds of $50. During the year ended March 31, 2008, the Company sold 2,000,000 common shares for $200,000 cash.~~TRANSACTIONS

~~NOTE~~The 6Company 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 ~~INCOME~~bearing ~~TAXES~~and due on demand. As of March 31, 2012, the Company was indebted to its related parties for the amount of $12,674 for expense paid on behalf of the Company.

~~The~~NOTE ~~Company~~4 ~~uses~~– ~~the~~DEMAND ~~liability~~NOTE method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company has net operating losses of approximately $260,000 which begin expiring in 2029. The potential benefit of Company's net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward PAYABLE

	2011		2010
Deferred Tax Assets and Liabilities:
Net operating loss carryforwards	$	89,000	$	72,871
Valuation allowance		(89,000)		(72,871)
Net deferred tax assets	$	-	$	-

As of March 31, 2012, Riverdale borrowed $82,000 from CRG Finance. The note bears 10% interest and is due on demand.

~~F-9~~NOTE 5 – PREFERRED AND COMMON STOCK

The 25Company is authorized to issue 100,000,000 shares of $0.00001 par value preferred stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting right are not cumulative and, therefore, the holders of more than 50% of the preferred stock could, if they choose to do so, elect all of the directors of the Company. There are no preferred shares issued.

~~ITEM~~On 9March 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. ~~CHANGES~~ INThe ~~AND~~number ~~DISAGREEMENTS~~of ~~WITH~~post-split ~~ACCOUNTANTS~~shares ONoutstanding ~~ACCOUNTING~~as ~~AND~~of ~~FINANCIAL~~March ~~DISCLOSURE~~31, 2012, is 35,000 common shares.

~~None.~~NOTE 6 - INCOME TAXES

~~ITEM~~The 9ACompany uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. ~~CONTROLS~~ ~~AND~~The ~~PROCEDURES~~Company has net operating losses of approximately $595,000 which begin expiring in 2030. The potential benefit of Company’s net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward

Evaluation of Disclosure Controls and Procedures

	2012		2011

Deferred Tax Assets and Liabilities:
Net operating loss carryforwards	$	202,000	$	89,000
Valuation allowance		(202,000)		(89,000)
Net deferred tax assets	$	-	$	-

~~Pursuant to Rule 13a~~F-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 information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.8

~~Management's~~RIVERDALE ~~Annual~~MINING ~~Report~~INC. on(AN ~~Internal~~EXPLORATION ~~Control~~STAGE ~~Over~~COMPANY) ~~Financial~~NOTES ~~Reporting.~~TO FINANCIAL STATEMENTS March 31, 2012

~~The~~NOTE ~~management~~7 of- ~~the~~SUBSEQUENT Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.EVENT

~~Our~~On ~~management~~April ~~assessed the effectiveness of the Company's internal control over financial reporting as of March 31~~17, 2011. The framework used by management in making that assessment was the criteria set forth in the document entitled " Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment2012, ~~our~~we ~~management~~borrowed ~~has~~and ~~determined~~received ~~that~~an asadditional ~~of March 31~~$10,000 ~~2011,~~from ~~the~~CRG ~~Company's~~Finance. ~~internal~~The ~~control~~loan ~~over~~is ~~financial~~due ~~reporting~~upon ~~was~~demand ~~effective~~and ~~for~~compounds ~~the~~interest ~~purposes~~at ~~for~~10.0% ~~which~~per ~~it is intended~~annum.

~~This~~On ~~annual~~June ~~report~~26, ~~does~~2012, ~~not~~we ~~include~~borrowed an ~~attestation~~additional ~~report~~$10,000 offrom ~~our~~CRG ~~independent registered public accounting firm regarding internal control over financial reporting~~Finance. ~~Our~~The ~~internal~~loan ~~control~~is ~~over~~due ~~financial~~upon ~~reporting~~demand ~~was~~and ~~not~~compounds ~~subject~~interest toat ~~attestation~~10.0% byper ~~our~~annum. ~~independent~~As ~~registered~~of ~~public~~the ~~accounting~~date ~~firm~~of ~~due~~this toreport, ~~our~~we ~~reporting~~have ~~status~~received as$7,000 aof ~~smaller~~the ~~public~~total ~~company~~loan balance.

26 F-9

~~Changes~~ITEM in9. ~~Internal~~CHANGES ~~Control~~IN ~~over~~AND ~~Financial~~DISAGREEMENTS ~~Reporting~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended March 31, 2011 that has affected, or is reasonably likely to affect, our internal control over financial reportingNone.

ITEM 9B9A. ~~OTHER~~ ~~INFORMATION~~CONTROLS AND PROCEDURES.

~~None.~~Evaluation of Disclosure Controls and Procedures

~~PART~~Pursuant ~~III~~to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~ITEM~~Management's ~~10. DIRECTORS,~~Annual ~~EXECUTIVE~~Report ~~OFFICERS,~~on ~~PROMOTERS~~Internal ~~AND~~Control ~~CONTROL~~Over ~~PERSONS;~~Financial ~~COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT~~Reporting

~~Each~~The management of ~~our~~the ~~directors~~Company ~~serves~~is ~~until~~responsible ~~his~~for orestablishing ~~her~~and ~~successor~~maintaining isadequate ~~elected~~internal ~~and~~control ~~qualified~~over financial reporting for the Company. Our ~~Each~~internal ofcontrol ~~our~~system ~~officers~~was isdesigned ~~elected~~to, byin general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of ~~directors~~published tofinancial astatements, ~~term~~but because of ~~one~~its ~~(1)~~inherent ~~year~~limitations, ~~and~~internal ~~serves~~control ~~until~~over ~~his~~financial reporting may not prevent or ~~her~~detect ~~successor~~misstatements. isAlso, ~~duly~~projections ~~elected~~of ~~and~~any ~~qualified~~evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or ~~until~~that hethe ordegree ~~she~~of iscompliance ~~removed~~with ~~from~~the ~~office.~~policies or procedures may deteriorate.

~~The~~Our ~~name,~~management ~~address,~~assessed ~~age~~the ~~and~~effectiveness ~~position~~of the Company’s internal control over financial reporting as of ~~our~~March ~~present~~31, ~~officers~~2012. The ~~and~~framework ~~directors~~used ~~are~~by management in making that assessment was the criteria set forth ~~below:~~in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, 2012, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

Name and Address	Age	Position(s)
Vladimir Vaskevich 20 Carl Crescent Toronto, Ontario Canada M1W 3R2	33	President, principal executive officer, treasurer, principal financial officer and a member of the board of directors
Mikhail Ratchkovski	46	Secretary and a member of the board of directors
32 Bruce Street London, Ontario Canada N6C 1G4

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Report.

~~The~~Changes ~~persons~~in ~~named~~Internal ~~above~~Control ~~have~~over ~~held~~Financial ~~their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.~~Reporting

~~Background~~No change in our system of ~~Officers~~internal ~~and~~control ~~Directors~~over financial reporting occurred during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Vladimir~~ITEM ~~Vaskevich has been our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and a director since March 30, 2007~~9B. ~~From~~OTHER ~~January 2006 till January 2007, Mr~~INFORMATION. Vaskevich worked as a realtor for Prudential Sterling Realty, in Burnaby, British Columbia. From January 2001 to January 2006, Mr. Vaskevich served as president and operations director for Centre City Health Recovery Inc. in Mississauga, Ontario. From April 2001 to September 2004, Mr. Vaskevich was executive vice president for Metro Assessment, Functional Capacity and Psychological Examination Centre in Toronto, Ontario. From 1998 to January 2001, he served as wholesale sales manager at Valvo Auto Sales in Toronto, Ontario. Other than our board of directors, Mr. Vaskevich has not been a member of the board of directors of any corporations during the last five years.

27 None.

Mikhail Ratchkovski has been our secretary and a director since March 30, 2007. Since January 2005, Mr. Ratchkovski has been employed by Pacific Quorum Properties located in Vancouver as property manager, where he was responsible for overseeing stratified residential accounts, preparation of yearly maintenance and capital project budgets, hiring of staff for strata buildings, and conducting monthly and annual general meetings for the Stratas. From January 1993 to January 2005, Mr. Ratchkovski was employed with the Resort Municipality of Whistler in a Bylaw Services where he was responsible for compliance with city codes, sign permits and issuance of business licenses. Other than our board of directors, Mr. Ratchkovski has not been a member of the board of directors of any corporations during the last five years. 16

~~Involvement~~PART ~~in Certain Legal Proceedings~~III

~~Our~~ITEM ~~directors~~10. DIRECTORS, ~~executive~~EXECUTIVE ~~officers~~OFFICERS ~~and~~AND ~~control~~CORPORATE ~~persons have not been involved in any of the following events during the past five years:~~GOVERNANCE.

1.The ~~any~~following ~~bankruptcy~~table ~~petition~~presents ~~filed~~information bywith orrespect ~~against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior~~ to ~~that~~our ~~time;~~officers, 2.directors ~~any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations~~ and ~~other~~significant ~~minor~~employees ~~offenses);~~as ~~3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~July ~~court of competent jurisdiction~~9, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.2012:

Audit Committee

Name and Address	Age	Position(s)
Vladimir Vaskevich 20 Carl Crescent Toronto, Ontario Canada M1W 3R2	33	President, principal executive officer, treasurer, principal financial officer and a member of the board of directors

Mikhail Ratchkovski	46	Secretary and a member of the board of directors
32 Bruce Street London, Ontario Canada N6C 1G4

~~The~~Each ~~Company's~~of ~~audit~~our ~~committee~~directors serves until his or her successor is ~~composed~~elected and qualified. Each of ~~its~~our officers is elected by the board of directors to a term of one (1) year and ~~officer,~~serves ~~Vladimir~~until ~~Vaskevich~~his or her successor is duly elected and ~~Mikhail~~qualified, ~~Ratchkovski~~or until he or she is removed from office.

~~Audit~~The ~~Committee~~persons ~~Financial~~named ~~Expert~~above have held their offices since inception of our company and are expected to hold their offices until the next annual meeting of our stockholders.

~~Our~~Background ~~board~~ of ~~directors~~Officers has determined that it does not have an audit committee member that qualifies as an "audit committee financial expert" as defined in Item 407(d) (5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date. Directors

Set 28forth below is biographical information regarding the Company’s current officers, directors and significant employees as of July 12, 2012.

~~Code~~Vladimir ofVaskevich. ~~Ethics~~Mr. Vaskevich has been our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and a director since March 30, 2007. From January 2006 till January 2007, Mr. Vaskevich worked as a realtor for Prudential Sterling Realty, in Burnaby, British Columbia. From January 2001 to January 2006, Mr. Vaskevich served as president and operations director for Centre City Health Recovery Inc. in Mississauga, Ontario. From April 2001 to September 2004, Mr. Vaskevich was executive vice president for Metro Assessment, Functional Capacity and Psychological Examination Centre in Toronto, Ontario. From 1998 to January 2001, he served as wholesale sales manager at Valvo Auto Sales in Toronto, Ontario.

WeDirector adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-K filed on July 3, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC. Qualifications:

~~Section~~The ~~16(~~Company has determined that Mr. Vaskevich’s extensive experience as a) ~~Beneficial~~businessman ~~Ownership~~has ~~Compliance~~provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

~~Section~~Mikhail ~~16(~~Ratchkovski. Mr. Ratchkovski has been our secretary and a) ofdirector ~~the~~since ~~Exchange~~March ~~Act~~30, ~~requires~~2007. ~~our~~Since ~~executive~~January ~~officers~~2005, ~~and~~Mr. ~~directors~~Ratchkovski ~~and~~has ~~persons~~been ~~who~~employed ~~own~~by ~~more~~Pacific ~~than~~Quorum ~~10%~~Properties oflocated ain ~~registered~~Vancouver ~~class~~as ofproperty ~~our~~manager, ~~equity~~where ~~securities~~he towas ~~file~~responsible ~~with~~for ~~the~~overseeing ~~SEC~~stratified ~~initial~~residential ~~statements~~accounts, preparation of ~~beneficial~~yearly ~~ownership~~maintenance and capital project budgets, ~~reports~~hiring of ~~changes~~staff infor ~~ownership~~strata buildings, and ~~annual~~conducting ~~reports~~monthly ~~concerning~~and ~~their~~annual ~~ownership~~general ofmeetings ~~our~~for ~~common~~the ~~stock~~Stratas. ~~and~~From ~~other~~January ~~equity~~1993 ~~securities~~to January 2005, onMr. ~~Forms~~Ratchkovski 3,was 4employed ~~and~~with 5the ~~respectively.~~Resort ~~Executive~~Municipality ~~officers~~of Whistler in a Bylaw Services where he was responsible for compliance with city codes, ~~directors~~sign permits and ~~greater~~issuance of business licenses. Other than ~~10%~~our ~~shareholders~~board ~~are~~of ~~required~~directors, byMr. ~~the~~Ratchkovski ~~SEC~~has ~~regulations~~not tobeen ~~furnish~~a usmember ~~with~~of ~~copies~~the board of ~~all~~directors ~~Section~~of ~~16(a)~~any ~~reports~~corporations ~~that~~during ~~they~~the ~~file~~last five years.

~~Based~~Director solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with. Qualifications:

~~ITEM~~The 11Company has determined that Mr. ~~EXECUTIVE~~ ~~COMPENSATION~~Ratchkovski’s extensive experience as a businessman has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

The following table sets forth the compensation paid by us for the last three fiscal years for the month ending February. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers for the fiscal year ended March 31, 2011. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.17

~~Summary~~Involvement ~~Compensation~~in ~~Table~~Certain Legal Proceedings

						Non-	Nonqualified
						Equity	Deferred	All
						Incentive	Compensa-	Other
				Stock	Option	Plan	tion	Compen-
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Vladimir Vaskevich	2011	0	0	0	0	0	0	0	0
President	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0
Mikhail Ratchkovski	2011	0	0	0	0	0	0	0	0
Secretary	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0

To our knowledge, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the company: (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type or business, securities or banking activities; or (4) was found by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board 29 Committees

WeAudit doCommittee ~~not anticipate paying any salaries in 2011. We do not anticipate paying salaries until we have a defined ore body and begin extracting minerals from the ground.~~

~~Compensation~~The Company’s audit committee is composed of its entire Board of Directors, Vladimir Vaskevich and Mikhail Ratchkovski.

~~The~~Audit ~~members~~Committee ofFinancial ~~our~~Expert board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.

Director's Compensation Table

Fees

Earned

Nonqualified

Non-Equity

Deferred

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Cash

Awards

Compensation

Earnings

Compensation

Total

Name

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Vladimir Vaskevich

2011

Mikhail Ratchkovski

2011

Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d) (5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

~~Pension~~Disclosure ~~Benefits and Compensation Plans~~Committee

WeDisclosure docommittee ~~not~~functions ~~have~~are ~~any~~performed ~~pension~~by ~~benefits~~our orentire ~~compensation~~board ~~plans~~of directors.

~~Potential~~Director ~~Payments Upon Termination or Change-in-Control~~Nominations

~~SEC~~There ~~regulations~~have ~~state~~been ~~that~~no wechanges ~~must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers~~ in ~~connection with any termination of employment or change in control of~~ the ~~company.~~year Weended ~~currently~~March ~~have no employment agreements with any of our executive officers~~31, ~~nor~~2012 ~~any~~to ~~compensatory plans or arrangements resulting from~~ the ~~resignation,~~procedures ~~retirement~~by orwhich ~~any~~security ~~other~~holders ~~termination~~may ofrecommend ~~any~~nominees ofto our ~~executive~~board ~~officers,~~of ~~from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control~~directors.

~~Long-Term~~Code ~~Incentive~~of ~~Plan~~Ethics ~~Awards~~

We doadopted ~~not~~a ~~have~~Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-K filed on July 3, 2008. If we make any ~~long~~amendments to our Code of Ethics other than technical, administrative, or other non-~~term~~substantive ~~incentive~~amendments, ~~plans~~or ~~that~~grant ~~provide~~any ~~compensation~~waivers, ~~intended~~including implicit waivers, from a provision of our Code of Ethics to ~~serve~~our aschief ~~incentive~~executive ~~for~~officer, ~~performance~~chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

AsSection of16(a) ~~the~~Beneficial ~~date~~Ownership ~~hereof,~~Compliance ~~we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.~~

Section 3016(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

~~Indemnification~~18

~~Under~~Based ~~our~~solely ~~Articles~~on ofour ~~Incorporation~~review ~~and Bylaws~~ of the ~~corporation,~~copies weof ~~may~~such ~~indemnify~~forms anreceived ~~officer~~by ~~or director who is made a party to any proceeding~~us, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or ~~director~~written isrepresentations ~~successful~~from oncertain ~~the~~reporting ~~merits in a proceeding as to which he is to be indemnified~~persons, we ~~must~~believe ~~indemnify~~that ~~him against~~ all ~~expenses~~filing ~~incurred,~~requirements ~~including~~applicable ~~attorney's fees. With respect~~ to aour ~~derivative action~~officers, ~~indemnity~~directors ~~may be made only for expenses actually~~ and ~~reasonably~~greater ~~incurred~~than inten ~~defending~~percent ~~the~~beneficial ~~proceeding,~~owners ~~and~~were ifcomplied ~~the officer or director is judged liable, only by a court order~~with. ~~The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.~~

~~Regarding~~ITEM ~~indemnification~~11. ~~for~~EXECUTIVE liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceableCOMPENSATION.

~~ITEM~~ The ~~12. SECURITY~~following ~~OWNERSHIP~~table OFsets ~~CERTAIN~~forth ~~BENEFICIAL~~the ~~OWNERS~~compensation ~~AND~~paid ~~MANAGEMENT~~by the Company for the last two fiscal years.

~~The~~Summary ~~following~~Compensation table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.Table

		Direct Amount of		Percent
						Non-	Nonqualified
Name of Beneficial Owner		Beneficial Owner		of Class
						Equity	Deferred	All
Vladimir Vaskevich		2,500,000		35.71%
						Incentive	Compensa-	Other
20 Carl Crescent
				Stock	Option	Plan	tion	Compen-
Toronto, Ontario Canada M1W 3R2
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Mikhail Ratchkovski		2,500,000		35.71%
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
32 Bruce Street
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
London, Ontario Canada N6C 1G4
Vladimir Vaskevich	2012	0	4,000	0	0	0	0	0	4,000
All officers and directors as		5,000,000		71.42%
President	2011	0	0	0	0	0	0	0	0
a group (2 Individuals)
Mikhail Ratchkovski	2012	0	0	0	0	0	0	0	0
Secretary	2011	0	0	0	0	0	0	0	0

No 31persons have been entitled to compensation in excess of $100,000 per year prior to the fiscal year ended June 30, 2011.

~~ITEM~~We 13do not anticipate paying any salaries in 2012. ~~CERTAIN~~ ~~RELATIONSHIPS~~We ~~AND~~do ~~RELATED~~not ~~TRANSACTIONS,~~anticipate ~~AND~~paying ~~DIRECTOR~~salaries ~~INDEPENDENCE~~until we have a defined ore body and begin extracting minerals from the ground.

~~Our~~As ~~President,~~of ~~Vladimir Vaskevich advanced $9,980 to us during~~ the ~~year~~date ~~ended March 31~~hereof, ~~2011~~we tohave ~~pay~~not ~~for~~entered ~~the~~into ~~legal~~employment ~~fees,~~contracts ~~accounting~~with ~~fees~~any ~~and other general administrative expenses relating to this report. The advances on behalf~~ of ~~the~~our ~~Company~~officers ~~are~~or ~~non-interest bearing and remaining outstanding as of the date of this report~~directors.

~~Additionally,~~Compensation ~~our Secretary, Mikhail Ratchkovski advanced $1,425 to us as~~ of ~~March 31, 2011 to pay for other general administrative expenses on behalf of the company, which were repaid as of the date of this report.~~Directors

~~Director~~The ~~Independence~~members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors.

Our common stock is quoted on the Over-the-Counter Bulletin Board, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Messrs. Vladimir Vaskevich is our chief executive officer, president, and a member of the board of directors as well as Mr. Mikhail Ratchkovski is a member of the board of directors. As a result, we do not have any independent directors.

Director’s Compensation Table

Fees

Earned

Nonqualified

Non-Equity

Deferred

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Cash

Awards

Compensation

Earnings

Compensation

Total

Name

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Vladimir Vaskevich

2012

Mikhail Ratchkovski

2012

AsOutstanding aEquity ~~result~~Awards of our limited operating history and limited resources, our management believes that we will have difficulty in attracting independent directors. In addition, we would be likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at ~~this~~Fiscal ~~time.~~Year-End

~~Board~~As of ~~Directors~~the Company’s most recent fiscal year end, no officer, director or employee of the Company was entitled to any equity awards.

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in the United States. Our board's primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.19

~~The~~Pension ~~board~~Benefits isand ~~also~~Compensation ~~responsible for:~~ Plans

~~selecting~~We ~~and~~do ~~assessing~~not ~~members~~have ofany ~~the~~pension ~~Board;~~benefits or compensation plans.

~~choosing,~~Potential ~~assessing~~Payments ~~and~~Upon ~~compensating~~Termination ~~the~~or ~~Chief Executive Officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;~~ Change-in-Control

~~reviewing~~SEC ~~and~~regulations ~~approving~~state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our ~~company's~~executive ~~strategic~~officers ~~plan~~in connection with any termination of employment or change in control of the Company. We currently have no employment agreements with any of our executive officers, ~~operating~~nor ~~plan~~any compensatory plans or arrangements resulting from the resignation, ~~capital~~retirement ~~budget~~or ~~and~~any ~~financial~~other ~~goals~~termination of any of our executive officers, ~~and~~from ~~reviewing~~a ~~its~~change-in-control, ~~performance~~or ~~against~~from ~~those~~a ~~plans;~~change in any executive officer's responsibilities following a change-in-control.

~~adopting~~Long-Term aIncentive ~~code~~Plan ~~of conduct and a disclosure policy for our company, and monitoring performance against those policies;~~ Awards

~~ensuring~~We ~~the~~do not ~~integrity~~have ofany ~~our~~long-term ~~company's~~incentive ~~internal~~plans ~~control~~that ~~and~~provide ~~management~~compensation ~~information~~intended ~~systems;~~to serve as incentive for performance.

~~approving~~As of the date hereof, we have not entered into employment contracts with any ~~major~~of ~~changes~~our officers and do not intend to ~~our~~enter ~~company's~~into ~~capital~~any ~~structure,~~employment ~~including~~contracts ~~significant~~until ~~investments~~such ortime ~~financing~~as ~~arrangements;~~it ~~and~~profitable to do so.

~~reviewing and approving any other issues which, in the view of the Board or management, may require Board scrutiny.~~ Indemnification

Under 32our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

~~Nomination~~Regarding indemnification for liabilities arising under the Securities Act of ~~Directors~~1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

~~The~~ITEM ~~board is responsible for identifying new director nominees~~12. InSECURITY ~~identifying~~OWNERSHIP ~~candidates~~OF ~~for~~CERTAIN ~~membership~~BENEFICIAL onOWNERS ~~the~~AND ~~board,~~MANAGEMENT ~~the~~AND ~~board~~RELATED ~~takes~~STOCKHOLDER into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the boardMATTERS. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

~~Assessments~~Security Ownership of Certain Beneficial Owners and Management

The ~~board~~following ~~intends~~table ~~that~~sets ~~individual~~forth ~~director~~certain ~~assessments~~information beregarding ~~conducted~~the bybeneficial ~~other~~ownership ~~directors~~of Common Stock as of July 9, ~~taking~~2012 ~~into~~by ~~account~~(i) each director of the Company; (ii) each of the Company's ~~contributions~~officers atnamed ~~board~~in ~~meetings,~~the ~~service~~Summary onCompensation ~~committees,~~Table ~~experience~~and ~~base,~~other ~~and~~key ~~their~~employees ~~general~~of ~~ability~~our toCompany; ~~contribute~~(iii) each person who is known by the Company to ~~one~~be orthe beneficial owner of more than five percent of ~~our~~the ~~company~~Company's ~~major~~outstanding ~~needs~~Common Stock; and (iv) all directors and named executive officers as a group. Except ~~However~~as otherwise indicated below, ~~due~~each toperson ~~our~~named ~~stage~~has ofsole ~~development~~voting and ~~our~~investment ~~need~~power with respect to ~~deal~~the ~~with~~shares ~~other~~indicated. The ~~urgent~~percentage ~~priorities,~~of ~~the~~ownership ~~board~~set ~~has~~forth ~~not~~below ~~yet~~reflects ~~implemented~~each ~~such~~holder's abeneficial ~~process~~ownership interest in 35,000 issued and outstanding shares of ~~assessment.~~the Company's common stock.

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~ 20

~~Audit~~Amount ~~fees~~and Nature of Beneficial Ownership

The aggregate fees billed for the two most recently completed fiscal periods ended March 31, 2011 and March 31, 2010 for professional services rendered by MaloneBailey, LLP, registered public accountants, for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Name and Address of Beneficial Owner	Shares		Options/ Warrants		Total		Percentage of Shares Outstanding
Vladimir Vaskevich		12,500		0		12,500		35.71	%

Mikhail Ratchkovski		12,500		0		12,500		35.71	%

All Officers and Directors as a Group (2 Individuals)		25,000		0		25,000		71.42%

	Year Ended March 31, 2011	Year Ended March 31, 2010
Audit Fees	$10,000	$12,500
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	-	-
Total	$10,000	$12,500

(1) The mailing address for Vladimir Vaskevich is 20 Carl Crescent, Toronto, Ontario, Canada M1W 3R2.

(2) The 33mailing address for Mikhail Ratchkovski is 32 Bruce Street, London, Ontario, Canada N6C 1G4.

InA ~~the~~person ~~above~~shall ~~table,~~be ~~"audit~~deemed ~~fees"~~to ~~are~~be ~~fees billed by our company's external auditor for services provided in auditing our company's annual financial statements for~~ the ~~subject~~beneficial ~~year~~owner ~~along with reviews~~ of ~~interim~~a ~~quarterly~~security ~~financial~~if ~~statements and involvement with various in arrears filing earlier in 2009. "Audit-related fees" are fees not included in audit fees~~ that ~~are~~person ~~billed~~has by the ~~auditor~~right ~~for assurance and related services that are reasonably related~~ to ~~the~~acquire ~~performance~~beneficial ofownership ~~the audit review~~ of ~~our~~such ~~company's~~security ~~financial~~within ~~statements.~~sixty ~~"Tax~~(60) ~~fees" are fees billed by the auditor for professional services rendered for tax compliance~~days, ~~tax~~including ~~advice~~but ~~and~~not ~~tax~~limited ~~planning.~~to ~~"All~~any ~~other~~right ~~fees"~~to ~~are~~acquire ~~fees~~beneficial ~~billed~~ownership bythrough the ~~auditor~~exercise ~~for~~of ~~products~~any ~~and~~option, ~~services~~warrant ~~not~~or ~~included in the foregoing categories~~right.

~~Pursuant~~The toCompany ~~the~~is ~~requirements~~not ofaware ~~Section 13 or 15(d)~~ of ~~the~~any ~~Securities~~pledges ~~Exchange Act~~ of ~~1934~~any shares, ~~the~~options ~~registrant~~or ~~has~~warrants ~~duly~~by ~~caused~~any ~~this~~of ~~report to be signed on its behalf by~~ the ~~undersigned~~individuals ~~thereunto~~or ~~duly~~entities ~~authorized~~listed above.

~~Effective~~Changes ~~May~~in ~~6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:~~Control

~~-approved~~As byof ~~our~~the ~~audit~~date ~~committee;~~of orfiling of this Report, the Company is unaware of any arrangement which may result in a change in control.

We Our doPresident, ~~not~~Vladimir ~~have~~Vaskevich anadvanced ~~audit~~$9,980 ~~committee~~to us during the year ended March 31, 2012 to pay for the legal fees, accounting fees and other general administrative expenses relating to this Report. ~~Our~~ ~~entire~~The ~~board~~advances on behalf of ~~directors~~the ~~pre~~Company are non-~~approves~~interest ~~all~~bearing ~~services~~and ~~provided~~remaining byoutstanding ~~our~~as ~~independent~~of ~~auditors~~the date of this Report.

~~The~~ Additionally, ~~pre-approval~~our ~~process~~secretary, ~~has~~Mikhail ~~just~~Ratchkovski advanced ~~been~~$2,694 ~~implemented in response~~ to ~~the~~us ~~new~~as ~~rules. Therefore, our board~~ of ~~directors~~March ~~does not~~31, ~~have records~~2012 ~~of what~~to ~~percentage~~pay offor ~~the~~other ~~above~~general ~~fees~~administrative ~~were~~expenses ~~pre-approved. However,~~on ~~all~~behalf of the ~~above~~company, ~~services~~which ~~and fees~~ were ~~reviewed~~repaid ~~and~~as ~~approved~~of by the ~~entire~~date ~~board~~ of ~~directors~~this ~~either before or after the respective services were rendered~~Report.

Director 34 Independence

~~PART~~The IVCompany’s Board of Directors has determined that none of its current directors are “independent.” The Company has adopted the standards for director independence contained in the Nasdaq Marketplaces Rule 5605(a)(2).

~~ITEM~~Board ~~15. EXHIBITS~~of ~~AND~~Directors ~~FINANCIAL STATEMENT SCHEDULES.~~

		Incorporated by reference
					Filed
Exhibit No. Document Description		Form	Date	Number	herewith
3.1	Articles of Incorporation.	SB-2	8/02/07	3.1
3.2	Bylaws.	SB-2	8/02/07	3.2
4.1	Specimen Stock Certificate.	SB-2	8/02/07	4.1
10.1	Trust Agreement	8-K	12/26/07	10.1
10.1	Bill of Sale	10-Q	02/22/11	10.1
10.2	Loan Agreement	10-Q	02/22/11	10.2
10.2	Service Agreement	8-K	04/26/11	10.2
14.1	Code of Ethics.	10-K	07/03/08	14.1
31.1	Certification pursuant to Rule 13a-15(e) and				X
	15d-15(e), promulgated under the Securities
	and Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section				X
	1350, as adopted pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002.
99.1	Subscription Agreement	SB-2	08/02/07	99.1
99.2	Audit Committee Charter.	10-K	07/03/08	99.2
99.3	Disclosure Committee Charter.	10-K	07/03/08	99.3

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.

The 35board is also responsible for:

~~SIGNATURES~~selecting and assessing members of the Board;
~~Pursuant~~choosing, toassessing ~~the~~and ~~requirements~~compensating of the ~~Securities~~Chief ~~Act~~Executive Officer of ~~1933~~our company, ~~the~~approving ~~registrant certifies that it has reasonable grounds to believe that it meets all of~~ the ~~requirements~~compensation ~~for filing~~ of ~~this~~all ~~Form~~executive ~~10-K~~officers and ~~has~~ensuring ~~duly~~that ~~caused~~an ~~this~~orderly ~~report~~management tosuccession beplan ~~signed~~exists; ~~on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada, on this 12th day of July, 2011.~~
~~RIVERDALE~~reviewing ~~MINING~~and ~~INC.~~approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
~~BY: VLADIMIR~~adopting ~~VASKEVICH~~a ~~Vladimir~~code ~~Vaskevich,~~of ~~President,~~conduct ~~Principal~~and ~~Executive~~a ~~Officer,~~disclosure ~~Treasurer,~~policy ~~Principal~~for ~~Financial~~our ~~Officer~~company, ~~Principal~~ ~~Accounting Officer,~~ and amonitoring ~~member of~~performance ~~the~~against ~~Board~~those ofpolicies; ~~Directors~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.~~21

Signature	Title	Date
VLADIMIR VASKEVICH	President, Principal Executive Officer, Treasurer,	July 12, 2011
Vladimir Vaskevich	Principal Accounting Officer, Principal Financial
	Officer, and a Director
MIKHAIL RATCHKOVSKI	Secretary and a Director	July 12, 2011
Mikhail Ratchkovski

ensuring the integrity of our company’s internal control and management information systems;

approving 36any major changes to our company’s capital structure, including significant investments or financing arrangements; and

reviewing and approving any other issues which, in the view of the Board or management, may require Board scrutiny.

~~EXHIBIT~~Nomination ~~INDEX~~of Directors

		Incorporated by reference
					Filed
Exhibit No. Document Description		Form	Date	Number	herewith
3.1	Articles of Incorporation.	SB-2	8/02/07	3.1
3.2	Bylaws.	SB-2	8/02/07	3.2
4.1	Specimen Stock Certificate.	SB-2	8/02/07	4.1
10.1	Trust Agreement	8-K	12/26/07	10.1
10.1	Bill of Sale	10-Q	02/22/11	10.1
10.2	Loan Agreement	10-Q	02/22/11	10.2
10.2	Service Agreement	8-K	04/26/11	10.2
14.1	Code of Ethics.	10-K	07/03/08	14.1
31.1	Certification pursuant to Rule 13a-15(e) and				X
	15d-15(e), promulgated under the Securities
	and Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section				X
	1350, as adopted pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002.
99.1	Subscription Agreement	SB-2	08/02/07	99.1
99.2	Audit Committee Charter.	10-K	07/03/08	99.2
99.3	Disclosure Committee Charter.	10-K	07/03/08	99.3

The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

~~Print~~Assessments ~~PDF Version~~

The 37board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit fees

The aggregate fees billed for the two most recently completed fiscal periods ended March 31, 2012 and March 31, 2011 for professional services rendered by MaloneBailey, LLP, registered public accountants, for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended March 31, 2012	Year Ended March 31, 2011
Audit Fees	$12,500	$10,000
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	-	-
Total	$12,500	$10,000

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements and involvement with various in arrears filing earlier in 2009. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee; or

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

The Company’s audit committee is composed of its entire Board of Directors, Vladimir Vaskevich and Mikhail Ratchkovski. Our entire board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Incorporated by reference

Filed

Exhibit No. Document Description

Form

Date

Number

herewith

3.1

Articles of Incorporation.

SB-2

8/02/07

3.1

3.2

Bylaws.

SB-2

8/02/07

3.2

3.3

Amendment to Articles of Incorporation.

4.1

Specimen Stock Certificate.

SB-2

8/02/07

4.1

10.1

Bill of Sale

10-Q

02/22/11

10.1

10.2

Loan Agreement

10-Q

2/06/12

10.1

10.3

Loan Agreement

10-Q

02/22/11

10.2

10.4

Service Agreement

8-K

04/26/11

10.2

10.5

Loan Agreement

8-K

08/03/11

10.3

10.6

Senior Promissory Note

10-Q

11/14/11

10.4

10.7

Loan Agreement

10-K

14.1

Code of Ethics

10-K

07/03/08

14.1

31.1

Certification 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.

99.1

Subscription Agreement

SB-2

08/02/07

99.1

99.2

Audit Committee Charter.

10-K

07/03/08

99.2

99.3

Disclosure Committee Charter.

10-K

07/03/08

99.3

101.INS	XBRL Instance Document	X

101.SCH	XBRL Taxonomy Extension Schema Document	X

101.CAL	XBRL Taxonomy Extension Calculation	X
	Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition	X
	Linkbase Document

101.LAB	XBRL Taxonomy Extension Label	X
	Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation	X
	Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

RIVERDALE MINING INC.

BY: VLADIMIR VASKEVICH
Name: Vladimir Vaskevich

Title: President, Principal Executive Officer,

                Treasurer, Principal Financial Officer,
                          Principal Accounting Officer, and a member
                          of the Board of Directors

Date: July 12, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

VLADIMIR VASKEVICH	President, Principal Executive Officer, Treasurer,	July 12, 2012
Vladimir Vaskevich	Principal Accounting Officer, Principal Financial
	Officer, and a Director

MIKHAIL RATCHKOVSKI	Secretary and a Director	July 12, 2012
Mikhail Ratchkovski

EXHIBIT INDEX

Incorporated by reference

Filed

Exhibit No. Document Description

Form

Date

Number

herewith

3.1

Articles of Incorporation.

SB-2

8/02/07

3.1

3.2

Bylaws.

SB-2

8/02/07

3.2

3.3

Amendment to Articles of Incorporation.

4.1

Specimen Stock Certificate.

SB-2

8/02/07

4.1

10.1

Bill of Sale

10-Q

02/22/11

10.1

10.2

Loan Agreement

10-Q

2/06/12

10.1

10.3

Loan Agreement

10-Q

02/22/11

10.2

10.4

Service Agreement

8-K

04/26/11

10.2

10.5

Loan Agreement

8-K

08/03/11

10.3

10.6

Senior Promissory Note

10-Q

11/14/11

10.4

10.7

Loan Agreement

10-K

14.1

Code of Ethics

10-K

07/03/08

14.1

31.1

Certification 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.

99.1

Subscription Agreement

SB-2

08/02/07

99.1

99.2

Audit Committee Charter.

10-K

07/03/08

99.2

99.3

Disclosure Committee Charter.

10-K

07/03/08

99.3

101.INS	XBRL Instance Document	X

101.SCH	XBRL Taxonomy Extension Schema Document	X

101.CAL	XBRL Taxonomy Extension Calculation	X
	Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition	X
	Linkbase Document

101.LAB	XBRL Taxonomy Extension Label	X
	Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation	X
	Linkbase Document

Filing Compare · Riverdale Mining Inc.