10-Q 1 ravenoctq.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 333-126680 ---------- Raven Gold Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 20-2551275 ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 7250 NW Expressway Suite 260 Oklahoma City, OK 73132 ---------------------------------------- (Address of principal executive offices) (405) 728-3800 ---------------------------------------------------- (Registrant's telephone number, including area code) --------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant 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 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] At September 18, 2009, 35,240,000 shares of the Registrant's Common Stock were outstanding. 1 ITEM 1. FINANCIAL STATEMENTS RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Balance Sheets (Stated in US Dollars)

The accompanying notes are an integral part of these financial statements 2 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Statements of Operations (Stated in US Dollars) (Unaudited) ---------

The accompanying notes are an integral part of these financial statements 3 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Statements of Stockholders' Equity (Deficit) from Inception (February 9, 2005) to October 31, 2009 (Stated in US Dollars) (Unaudited) ---------

The accompanying notes are an integral part of these financial statements 6 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Statements of Cash Flows (Stated in US Dollars) (Unaudited) ---------

The accompanying notes are an integral part of these financial statements 7 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 1) Interim reporting The information presented in the accompanying interim six months financial statements is unaudited. The information includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. These interim financial statements follow the same accounting policies and methods of their application as the Company's April 30, 2009 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company's April 30, 2009 annual financial statements. 2) Basis of Presentation These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At October 31, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $3,719,443 since its inception, has a working capital deficiency of $3,119,123 (April 30, 2009 - $3,021,549) and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available. The results of operations for the six month period ending October 31, 2009 are not necessarily indicative of the results to be expected for the year ending April 30, 2010. These unaudited interim financial statements should be read in conjunction with the April 30, 2009 audited financial statements of the Company. 3) Summary of Significant Accounting Policies The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates. The financial statements have, in management's opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: 8 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 3) Summary of Significant Accounting Policies (continued) a) Use of estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. b) Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. c) Long-lived Assets The Company accounts for long-lived assets under the statements of Financial Accounting Standards Nos. 142 and 144 "Accounting for Goodwill and Other Intangible Assets" and "Accounting for Impairment or Disposal of Long-lived Assets" ("SFAS No. 142 and 144"). In accordance with SFAS No. 142 and 144, long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. d) Foreign Currency Translation The Company's functional currency is the United States dollar as substantially all of the Company's operations were in the United States. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission ("SEC") and in accordance with the SFAS No. 52. Assets and liabilities dominated in a foreign currency were translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of difference exchange rates from period to period were included in the cumulative effect of foreign currency translation adjustment account in stockholders' equity. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations. e) Loss Per Share Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, "Earnings Per Share." As of October 31, 2009, there were no dilutive securities outstanding. 9 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 3) Summary of Significant Accounting Policies (continued) f) Business Segments The Company operates in one segment and therefore segment information is not presented. 4) Acquisition of Mineral Rights On April 26, 2005, the Company acquired the mining rights to two claims collectively known as the Big Mike Border Gold property located in the Skeena Mining District of British Columbia, Canada, for a purchase price of $3,000. The Company received rights to all minerals contained in the Big Mike Border Gold property. On August 23, 2006 the Company entered into an agreement with Tara Gold Resources Corp., for the La Currita Property, which was effective as of May 30, 2006. According to the agreement the Company was to make payments of $50,000 on the 25th day of each month commencing June 2006 and ending April 2007. A final payment of $25,000 is to be made May 25, 2007. Furthermore, according to the agreement on October 26, 2006, the Company issued and delivered to Tara Gold Resources Corp. 250,000 restricted shares of common stock. The Company has not made payments according to the scheduled required payments and has only paid a total of $150,000 against the scheduled required payments. An amount owing of $425,000 for the agreement is owing. On August 23, 2006 the Company also entered into an agreement with Tara Gold Resources Corp., for the Las Minitas Property, which was effective as of June 1, 2006. According to the agreement the Company was to make payments of $75,000 on the date of the agreement, $225,000 by August 1, 2006, and a final payment of $300,000 was to be made November 1, 2006. Furthermore, according to the agreement on October 26, 2006, the Company issued and delivered to Tara Gold Resources Corp. 1,000,000 (post split) restricted shares of common stock. Upon payment of the balance, the Company will retain a 20% interest in this property. In May 2007, the Company wire transferred $505,000 to Tara Gold Resources Corp. for a further interest in the La Currita Property. In June 2007 the Company wire transferred an additional $95,000 to Tara Gold Resources Corp. for an additional further interest in the La Currita Property. On May 9, 2008 the Company failed to meet its lease commitment on the La Currita gold leases in Mexico. As a result of the default, the La Currita leases were terminated. 5) Loans Related Party In May of 2006, the Company received $3,000 in advances from its former president. The balance is non-interest bearing and due on demand. On May 25, 2006 the Company borrowed funds in the amount of $75,000 from Paradisus Investment Corp. The Company wired $75,000 on the same date to Tara Gold Resources Corp. as part of a purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. for "Las Minitas" property. 10 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 5) Loans Related Party (continued) On May 26, 2006 the Company borrowed funds in the amount of $75,000 from Paradisus Investment Corp. The Company wired $75,000 on the same date to Tara Gold Resources Corp. as part of a purchase agreement between Raven Gold Corp and Tara Gold Resources Corp for "La Currita" property. On June 25, 2006 the Company borrowed $50,000 from RPMJ Corporate Communications Ltd. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp and Tara Gold Resources Corp for "La Currita" property. On June 27, 2006 the Company borrowed $175,000 from Zander Investment Limited. The Company wired $175,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. for "Las Minitas" property. On July 27, 2006 the Company borrowed $50,000 from Zander Investment Limited. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "La Currita" property. On August 23, 2006 the Company borrowed $50,000 from Paradisus Investment Corp. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "Las Minitas "property. On September 21, 2006 the Company borrowed $100,000 from Coach Capital, LLC. The Company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "Las Minitas "property. On October 3, 2006 the Company borrowed $200,000 from 1230144 Alberta Ltd., a private corporation. On October 5, 2006 the Company borrowed $500,000 from Coach Capital, LLC. The Company wired $500,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp., $75,000 for the "Las Minitas" and $425,000 for the "la Currita" properties. On October 12, 2006 the Company borrowed $500,000 from Coach Capital, LLC. The Company wired $500,000 on the same date to Tara Gold Resources Corp. to invest in the Start-Up Capital to be repaid from 60% of the net operating revenue derived from "La Currita" property. On January 25, 2007 the Company wired $50,000 to Tara Gold Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "La Currita" property. On March 7, 2007 the Company borrowed $150,000 from Coach Capital, LLC. The Company wired $150,000 on the same day to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. On April 12, 2007 the Company borrowed $50,000 from Coach Capital, LLC. The Company wired $50,000 on the same day to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. 11 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 5) Loans Related Party (continued) On April 27, 2007 the Company borrowed $50,000 from Coach Capital, LLC for operations. On May 15, 2007 the Company borrowed $205,000 from Coach Capital, LLC. The Company wired $205,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "La Currita" property. On June 13, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The Company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "La Currita" property. On July 26, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The Company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for "La Currita" property. On October 2, 2007 the Company borrowed $12,000 from Coach Capital, LLC for operations. On November 9, 2007 the Company borrowed $12,000 from Coach Capital, LLC for operations. On December 11, 2007 the Company borrowed $20,000 from Coach Capital, LLC for operations. In February 2008 the Company borrowed $30,000 from Coach Capital LLC for operations. At October 31, 2009 the Company had promissory notes outstanding totaling $2,554,000 which are unsecured, bear interest at 10% per annum and are due on demand. These notes are due from companies who are shareholders of the Company. The Company has recorded interest of $128,750 as interest expense on the promissory notes. 6) Accounts Payable Other At October 31, 2009 the Company has accounts payable other outstanding of $12,509, which were for legal services intended for the Company. The Company disputes these legal services, intends to defend itself against such claim for legal services and has not received any communication with the legal supplier of such services. 7) Stockholders' Equity During 2005, the Company issued 6,420,000 shares of common stock to its founders for cash of $6,420 ($0.001 per share) During 2005, the Company issued 1,004,000 shares of common stock for cash of $50,200 ($0.05 per share). In June 2006 the Company performed a 5:1 forward split of its common stock for a total of 37,120,000 shares issued and outstanding. 12 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the financial statements October 31, 2009 (Stated in US Dollars) (Unaudited) --------- 7) Stockholders' Equity continued On October 6, 2006 the Company entered into an agreement to acquire certain mineral properties from Tara Gold Resources Corp. Terms of the agreement required the Company to issue 500,000 restricted shares of common stock of the Company. On October 6 the Company issued the required restricted common stock of the Company for a stock subscription price of $100,000 ($0.20 per share). In March 2007 the Company increased the authorized capital of common stock to 500,000,000. In March 2007 the Company performed a 2:1 forward split of its common stock for a total of 75,240,000 shares issued and outstanding. On March 6, 2008 the Company received a surrender of 40,000,000 shares of common stock surrendered by stockholders. On July 31, 2009 consultants to the Company contributed $40,200 of professional fees to the Company in renunciation by the consultants for payment due to the consultants by the Company. On August 2, 2009 the Company received a non-repayable payment for an accounts payable due by the Company for a total of $3,500. 8) Statement of Operations - Impairment of Mineral Properties On May 9, 2008 Raven Gold failed to meet its lease commitment on the La Currita gold leases in Mexico. As a result of the default the La Currita leases were terminated. The Company has recorded in the financial statements a complete write down of the Companies investment in joint venture. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview Liquidity and Capital Resources Total current assets as of the Company at October 31, 2009 were $235 ($287 - April 30, 2009) all in cash. Additionally, the Company had a deficit in the amount of $3,719,443 as of October 31, 2009 ($3,578,169 -April 30, 2009), Historically the Company has incurred losses and has financed operations through loans and from the proceeds of the corporation selling shares of our common stock privately. The number of common shares outstanding at October 31, 2009 was 35,240,000 (35,240,000 - 2008). The Company had a negative cash flow of $43,752 from operating activities for the six months ended October 31, 2009 ($1,433 - 2008), a decrease in cash outflow of approximately $42,319, resulting from a decrease in accounts payable and foreign currency translation costs. Cash inflow from financing activities was $43,700 the six months ended October 31, 2009 ($nil - 2008) attributable to the renunciation by consultants to the Company for payment due to the consultants by the Company and a non-repayable payment for an accounts payable due by the Company. Cash outflow from investing activities was $nil for the six months ended October 31, 2009 ($nil - 2008). The on-going negative cash flow from operations raises substantial doubt about our ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on the ability to raise additional capital and implement its business plan. As of October 31, 2009 the Company had a working capital deficiency of $3,119,123 ($3,021,549 - April 30, 2009). A major portion of debt is attributed to payments made for mineral properties, investment in a joint venture and operating deficiency. At October 31, 2009 there was no bank debt. Results of Operations Revenues The Company has not realized any revenues since inception, and for the six months ended October 31, 2009. The Company is presently operating at an ongoing deficit. 14 Expenses and loss from operations For the three (3) months ended October 31, 2009 operating expenses were $3,047 compared to $2,094 for the three (3) months ended October 31, 2008. This increase of $953 was due to a decrease in professional fees and general and administrative expenses. Operating expenses during the quarter ended October 31, 2009 consisted of professional fees of $3,000 and administrative expenses of $47. This compares with expenses during the three (3) months ended October 31, 2008, consisting professional fees of $2,056 and administrative expenses of $38. The Company recognized a gain of $115 on foreign exchange for the quarter ended October 31, 2009, compared to gain of $5,687 on foreign exchange during the quarter from the prior year. The Company posted a loss of $67,307 for the quarter ended October 31, 2009, compared to a loss of $60,781 for the same period from the previous year. From inception (February 9, 2005) to October 31, 2009, the Company incurred a total loss of $3,719,443. The principle components of losses from inception were professional fees of $205,719, administrative expenses of $154,422, exploration costs of $29,750, listing and filing costs of $48,390, investor relation expenses of $35,670, interest expense of $517,567, impairment loss of mineral rights of $2,728,000 and foreign translation gain of $75. For the six (6) months ended October 31, 2009, operating expenses were $6,578 compared to $17,163 for the six (6) months ended October 31, 2008. This decrease of $10,585 was due to a decrease in administrative expenses, professional fees and listing and filing costs. The Company recognized a loss of $5,946 on foreign translation for the six (6) months ended October 31, 2009, compared to a gain of $6,666 during the same period from the previous year. The Company posted a loss of $141,274 for the six (6) months ended October 31, 2009, compared to a loss of $135,835 for the same period from the previous year. The increase in the loss was due to interest expense and a foreign exchange loss. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 15 Recent Accounting Pronouncements In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles". ASC 105-10 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non- authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of ASC 105-10 to have an impact on the Company's results of operations, financial condition or cash flows. Critical Accounting Policies We have identified the policies outlined below as critical to our business operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations are discussed throughout Management's Plan of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates Going Concern The Company has not attained profitable operations and is dependent upon obtaining financing to pursue its business objectives. For these reasons, the Company's auditors stated in their report on the Company's audited financial statements that they have substantial doubt the Company will be able to continue as a going concern without further financing. The Company may continue to rely on equity sales of the common shares in order to continue to fund the Company's business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned business activities. Item 3. Controls and Procedures As of the end of the six (6) months ended October 31, 2009, there were no changes in our internal control over financial reporting that occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 16 PART II Item 1. Legal Proceedings. We are not currently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated. Item 1.A. Risk Factors Not applicable. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 31.1 Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer 17 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RAVEN GOLD CORP. By: /s/ Mike Wood ----------------------------------------- Mike Wood President and Chief Executive Officer (acting principal financial officer) Date: December 15, 2009 ----------------- 18

RAVEN GOLD CORP 10-Q