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, 2010 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 December 13, 2010, 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 February 9, 2005 (Date of Inception) to October 31, 2010 (Stated in US Dollars) (Unaudited)

The accompanying notes are an integral part of these financial statements 4 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 5 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 1 Nature of Operations and Going Concern RAVEN GOLD CORP. ("the Company") was incorporated under the name "Riverbank Resources Inc." under the laws of the State of Nevada on February 9, 2005. Subsequently, the company changed its name to Raven Gold Corp. These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America 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. The continuation of the Company as a going concern is dependent upon the Company's 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 Company had not yet achieved profitable operations, has accumulated losses of $3,997,259 since inception and a working capital deficiency of $3,396,112 and $3,253,216 as of October 31, 2010 and April 30, 2010 respectively. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. Note 2 Summary of Significant Accounting Policies 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 unaudited interim financial statements follow the same accounting policies and methods of their application as the Company's April 30, 2010 annual audited financial statements. All adjustments are of a normal recurring nature. It is suggested that these unaudited interim financial statements be read in conjunction with the Company's April 30, 2010 annual audited financial statements. 6 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 2 Summary of Significant Accounting Policies (Continued) The interim 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: a) Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As at October 31, 2010, cash and cash equivalents consist of cash only. b) 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. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, "Foreign Currency Matters". 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. 7 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 2 Summary of Significant Accounting Policies (Continued) c) Use of estimates The preparation of interim financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Stock-based Compensation The Company records stock-based compensation in accordance with ASC subtopic 718-10 "Compensation - Stock Compensation" using the fair value method. The Company has not issued any stock options since its inception. e) Basic and Diluted Net (Loss) Per Share Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260-10, "Earnings Per Share." Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. 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. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. At October 31, 2010, there were no dilutive securities outstanding. 8 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 2 Summary of Significant Accounting Policies (Continued) f) Financial Instruments Pursuant to ASC 820, "Fair Value Measurements and Disclosures", and ASC 825, "Financial Instruments", an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and notes payable. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. 9 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 2 Summary of Significant Accounting Policies (Continued) g) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 "Accounting for Income Taxes" as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of 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 in future years. h) Business Segments The Company operates in one segment and therefore segment information is not presented. i) Recent Accounting Pronouncements In June 2009, the FASB issued guidance under ASC 105, "Generally Accepted Accounting Principles." This guidance established a new hierarchy of GAAP sources for non- governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on the Company's financial position, cash flows or results of operations. In June 2009, the FASB issued FASB ASC 855-10, "Subsequent Events." FASB ASC855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 855-10 applies to both interim financial statements and annual financial statements. FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of FASB ASC 855-10 did not have a material impact on the Company's financial position, cash flows or results of operations. 10 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 2 Summary of Significant Accounting Policies (Continued) i) Recent Accounting Pronouncements (Continued) In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company. In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010- 01 to have a material effect on the financial position, results of operations or cash flows of the Company. The following various other pronouncement (ASU) as announced by FASB have no material effect on the Company financial statements: ASU 2010-08 Technical Correction to Various Topics issue February 2010, ASU 2010-07 Not for Profit entities issued January 2010, ASU 2010-06 Fair Value Measurements and Disclosures issued January 2010, ASU 2010-05 Compensation- Stock Compensation issued January 2010, ASU 2010-03 Extractive Activities-Oil and Gas Issued January 2010, ASU 2010-02 Consolidation issued January 2010, ASU 2001-01 Equity issued January 2010, ASU 2009-17 Consolidations issued December 2009, ASU 2009-16 Transfers and Servicing issued December 2009, ASU 2009-15 Accounting for Own-Share Lending Arrangements issued October 2009, ASU 2009- 13 Revenue Recognition issued October 2009, ASU 2009-12 Fair Value Measurements and Disclosures issued September 2009, ASU 2009-06 Income Taxes issued September 2009, EITF No. 09-1 Accounting for Own-Share Lending Arrangements issued July 2009. 11 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 3 Advances Related Party In May of 2006, the Company received $3,100 in advances from its former president. The balance is non-interest bearing and due on demand. Note 4 Loans Related Party The Company's outstanding loans related party and accrued interest related party are summarized as follows: Loans Related Party Accrued interest Oct. 31, April 30, Oct. 31, April 30, 2010 2010 2010 2010 ---------- ---------- ---------- ---------- 1230144 Alberta Ltd. $ 200,000 $ 200,000 $ 60,329 $ 50,247 Coach Capital, LLC 1,879,000 1,879,000 552,267 457,545 Paradisus Investment Corp. 200,000 200,000 63,945 53,863 RPMJ Corporate Communications Ltd. 50,000 50,000 17,562 15,041 Zander Investment Limited 225,000 225,000 79,027 67,685 ---------- ---------- ---------- ---------- $2,554,000 $2,554,000 $ 773,130 $ 644,381 At October 31, 2010 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. Interest expense related to the related party loans was $128,750 for the six months ended October 31, 2010. Note 5 Accounts Payable Other At October 31, 2010 the Company has accounts payable other outstanding of $13,265, 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. 12 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Condensed Notes to the Financial Statements October 31, 2010 (Stated in US Dollars) (Unaudited) Note 6 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. 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 $40,027 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 $3,000. On December 7, 2009 the Company received a non-repayable payment for an accounts payable due by the Company for a total of $1,500. Note 7 Subsequent Events The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview Liquidity and Capital Resources At October 31, 2010 the Company had a working capital deficiency of $3,396,112 as compared to $3,253,216 as at April 30, 2010. The total assets of the Company were $174, compared to total assets of $213 at April 30, 2010, consisting of cash. At October 31, 2010 the total current liabilities of the Company increased to $3,396,286 from $3,253,429 at April 30, 2010. This increase in current liabilities was due to an increase from accounts payable and accrued interest. The Company had a negative cash flow of $39 from operating activities for the six months ended October 31, 2010 ($43,752 - 2009) a decrease of cash outflow of $43,713 resulting from an increase in accounts payable and accrued interest payable. Cash inflow from financing activities was $Nil for the six months ended October 31, 2010 ($43,700 - 2009) 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. Total Company had a deficit in the amount of $3,997,259 as of October 31, 2010 ($3,854,363 - at April 30, 2010). 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, 2010 was 35,240,000 (35,240,000 - at April 30, 2010). At October 31, 2010 there was no bank debt. 14 Results of Operations Revenues The Company has not realized any revenues since inception. The Company is presently operating at an ongoing deficit. Expenses and loss from operations For the three months ended October 31, 2010 operating expenses were $1,729 compared to $3,047 for the three months ended October 31, 2009. This decrease of $1,318 was due to a decrease in professional fees and general and administrative expenses. The Company posted a net loss of $66,337 for the three months ended October 31, 2010, compared to a net loss of $67,307 for the three months ended October 31, 2009. From inception (February 9, 2005) to October 31, 2010, the Company incurred a total net loss of $3,997,259. The principal components of the losses from inception were professional fees of $219,212, administrative expenses of $154,494, exploration costs of $29,750, listing and filing costs of $55,565, investor relation expenses of $35,670, interest expense of $773,131, impairment loss of mineral rights of $2,728,000 and foreign translation loss of $1,437. 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. 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. 15 Item 3. Controls and Procedures For the six months ended October 31, 2010, 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 1A. 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 13, 2010 ----------------- 18

RAVEN GOLD CORP 10-Q