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, 2008
OR
o 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 |
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| 20-2551275 |
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| (State or other jurisdiction of incorporation or organization) |
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| (I.R.S. Employer Identification 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 o
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 o Accelerated filer o
Non-accelerated filer o 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 x No o
At January 9, 2009, 35,240,000 shares of the Registrant’s Common Stock were outstanding.
ITEM 1. FINANCIAL STATEMENTS
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
October 31, 2008 and April 30, 2008
(Stated in US Dollars)
| October 31, | April 30, |
ASSETS | 2008 | 2008 |
| (Unaudited) |
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Current |
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Cash and Equivalents | $ 402 | $ 1,835 |
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Total Assets | $ 402 | $ 1,835 |
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LIABILITIES | ||
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Current |
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Accounts Payable | $ 56,326 | $ 47,261 |
Advances from Related party | 3,100 | 3,100 |
Accrued Interest | 262,163 | 136,826 |
Loans Payable | 2,554,000 | 2,554,000 |
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Total Liabilities | 2,875,589 | 2,741,187 |
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STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||
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Preferred stock, $0.001 par value, 1,000,000 shares authorized, |
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None issued and outstanding |
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Common stock, $0.001 par value, 500,000,000 authorized, 35,240,000 shares issued and outstanding as of October 31, 2008 and April 30, 2008 | 35,240 | 35,240 |
Additional paid-in capital | 521,380 | 521,380 |
Deficit accumulated during the exploration stage | (3,431,807) | (3,295,972) |
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Total Stockholders’ Deficit | (2,875,187) | (2,739,352) |
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Total Liabilities and Stockholders’ Deficit | $ 402 | $ 1,835 |
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SEE ACCOMPANYING NOTES
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
for the six months ended October 31, 2008 and 2007 and
for the period from February 9, 2005 (Date of Inception) to October 31, 2008
(Stated in US Dollars)
(Unaudited)
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|
| February 9, 2005 | ||
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|
| (Date of | ||
| Three months ended | Six months ended | Inception) to | ||
| October 31, | October 31, | October 31, | ||
| 2008 | 2007 | 2008 | 2007 | 2008 |
Expenses |
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|
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Exploration costs and expenses | $ - | $ - | $ - | $ 6,286 | $ 29,750 |
Professional fees | 2,056 | 44,016 | 15,697 | 55,920 | 181,075 |
General and administrative | 38 | 54,390 | 1,350 | 65,102 | 154,283 |
Listing and filing | - | 7,297 | 116 | 12,806 | 47,922 |
Investor relations | - | 5,723 | - | 10,723 | 35,670 |
Total expenses | 2,094 | 26,314 | 17,163 | 150,837 | 448,700 |
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Loss before other items | (2,094) | (111,426) | (17,163) | (150,837) | (448,700) |
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Other Income and Expenses |
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Interest Expense | (64,374) | (45,496) | (125,338) | (102,073) | (262,163) |
Impairment (loss) of Mineral Rights | - | - | - | - | (2,728,000) |
Foreign Currency transaction (loss) | 5,687 | 6,564 | 6,666 | 6,482 | 7,056 |
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Net loss for the period | $ (60,781) | $(150,358) | $ (135,835) | $ (246,428) | $(3,431,807) |
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Basic and diluted loss per share – | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
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Weighted average number of shares | 35,240,000 | 75,240,000 | 35,240,000 | 75,240,000 |
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SEE ACCOMPANYING NOTES
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
from February 9, 2005 (Date of Inception) to October 31, 2008
(Stated in US Dollars)
(Unaudited)
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| Deficit |
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| Additional |
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| Preferred Shares | Common Shares |
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| Shares | Amount | Shares | Amount |
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| Total | ||
Capital stock issued for cash February 9, 2005:- at $0.00001 | - | $ - | 64,200,000 | $ 64,200 |
| $(57,780) | $ - |
| $ 6,420 |
- at $0.005 | - | - | 10,040,000 | 10,040 |
| 40,160 | - |
| 50,200 |
Net loss for the period February 9, 2005 (inception) to | - | - | - | - |
| - | (7,290) |
| (7,290) |
Balance, as at April 30, 2005 | - | - | 74,240,000 | 74,240 |
| (17,620) | (7,290) |
| 49,330 |
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Net loss for the year | - | - | - | - |
| - | (50,917) |
| (50,917) |
Balance, as at April 30, 2006 | - |
| 74,240,000 | 74,240 |
| (17,620) | (58,207) |
| (1,587) |
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Stock issued for investment in Joint Venture at $0.50/share | - | - | 1,000,000 | 1,000 |
| 499,000 | - |
| 500,000 |
Net loss for the year | - |
| - | - |
| - | (154,581) |
| (154,581) |
Balance, as at April 30, 2007 | - | - | 75,240,000 | 75,240 |
| 481,380 | (212,788) |
| 343,832 |
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Surrender of stock March 30, 2008 (Note 6) | - | - | (40,000,000) | (40,000) |
| 40,000 | - |
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Net loss for the year | - | - | - | - |
| - | (3,083,184) |
| (3,083,184) |
Balance, as at April 30, 2008 | - | - | 35,240,000 | 35,240 |
| 521,380 | (3,295,972) |
| (2,739,352) |
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Net loss for the period | - | - | - | - |
| - | (135,835) |
| (135,835) |
Balance, as at October 31, 2008 | - | $ - | 35,240,000 | $ 35,240 |
| $521,380 | $(3,431,807) |
| $(2,875,187) |
SEE ACCOMPANYING NOTES
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
for the six months ended October 31, 2008 and 2007 and
for the period from February 9, 2005 (Date of Inception) to October 31, 2008
(Stated in US Dollars)
(Unaudited)
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|
| February 9, 2005 |
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| (Date of |
| Six months ended | Inception) to | |
| October 31, | October 31, | |
| 2008 | 2007 | 2008 |
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Operating Activities |
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Net loss for the period | $ (135,835) | $ (246,428) | $(3,431,807) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Impairment of mineral properties | - | - | 2,725,000 |
Accounts payable and expenses | 9,064 | 7,220 | 56,325 |
Interest expense | 125,338 | 102,071 | 262,164 |
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Cash used in operating activities | (1,433) | (137,137) | (388,318) |
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Investing Activities |
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Purchase of mineral rights | - | (600,000) | (2,225,000) |
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Cash used in investing activities | - | (600,000) | (2,225,000) |
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Financing Activities |
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Issuance of common stock | - | - | 56,620 |
Issuance of promissory notes payable | - | 417,000 | 2,554,000 |
Due to related party | - | - | 3,100 |
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Cash from financing activities | - | 417,000 | 2,613,720 |
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Increase (decrease) in cash during the period | (1,433) | (320,137) | 402 |
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Cash, beginning of the period | 1,835 | 321,671 | - |
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Cash, end of the period | $ 402 | $ 1,534 | $ 402 |
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SEE ACCOMPANYING NOTES
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 1 | Interim Reporting |
The information presented in the accompanying interim three 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, 2008 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, 2008 annual financial statements.
| Note 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, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $3,431,807 since its inception, has a working capital deficiency of $2,875,187 (April 30, 2008 - $2,739,352) 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.
| Note 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 judgement. Actual results may vary from these estimates.
The financial statements have, in management’s opinion been properly prepared within the framework of the significant accounting policies summarized below:
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 3 | Summary of Significant Accounting Policies – (cont’d) |
| 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 |
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchaser to be cash equivalent.
| d) | 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.
| e) | 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.
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 3 | Summary of Significant Accounting Policies – (cont’d) |
| e) | Foreign Currency Translation – (cont’d) |
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.
| g) | 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, 2008, there were no dilutive securities outstanding.
| h) | Business Segments |
The Company operates in one segment and therefore segment information is not presented
| Note 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 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.
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 4 | Acquisition of Mineral Rights – (cont’d) |
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.
| Note 5 | Loans |
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.
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.
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 5 | Loans – (cont’d) |
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.
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.
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(Stated in US Dollars)
(Unaudited)
| Note 5 | Loans – (cont’d) |
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, 2008 the Company had promissory notes outstanding totalling $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 $125,338 as interest expense on the promissory notes.
| 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.
| Note 7 | 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 Company’s investment in the joint venture.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Unless the context otherwise requires, all references in this report to “Raven Gold,” “our,” “us,” “we” and the “Company refer to Raven Gold Corp.
We were originally incorporated on February 9, 2005, in the State of Nevada under the name of Riverbank Resources, Inc., as a developmental stage company. Subsequently, we changed our name to Raven Gold Corp. The Company's principal executive offices are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. The Company’s telephone number is (405) 728-3800.
Results of Operations
Three months ended October 31, 2008 compared to three months ended October 31, 2007
Revenues for both the three months ended October 31, 2008 and the three months ended October 31, 2007 were $nil.
As we did not earn any revenues for three months ended October 31, 2008, our cost of revenues for three months ended October 31, 2008 was $0.
Our professional fees, including legal, accounting and public relations fees, were $2,056 for the three months ended October 31, 2008, as compared to $44,016 during the three months ended October 31, 2007. A decrease of $41,960 or 95%, primarily due to fewer legal filings.
Our general and administrative expenses were $38 for the three months ended October 31, 2008, as compared to $54,390 during the three months ended October 31, 2007. This is mainly due to a decrease in salaries paid for administrative staff, office rentals and general office expenses.
Our listing and filings fees expenses during the three months ended October 31, 2008 decreased approximately 100% from $7,297 for the three months ended October 31, 2007 to $0 during the three months ended October 31, 2008, due primarily, from a fewer number of transactions during the period.
Our interest expense during the three months ended October 31, 2008 was $64,374 as compared to $45,496 for the three months ended October 31, 2007. This increase of $18,878 is due to an increase in promissory notes issued by the Company from October 31, 2008 and October 31, 2007.
Total expenses for the three months ended October 31, 2008 were $60,781 as compared to $150,358 for the three months ended October 31, 2007, representing a decrease in total expenses of $89,577 or 60%.
Our net loss for the three months ended October 31, 2008 was $60,781 compared to a net loss of $150,358 for three months ended October 31, 2007, a decrease of $89,577, or 60%. The net loss decrease was primarily due to a decrease in total expenses as explained above.
Six months ended October 31, 2008 compared to six months ended October 31, 2007
Revenues for both the six months ended October 31, 2008 and the six months ended October 31, 2007 were $nil.
For the six months ended October 31, 2008, operating expenses totaled $17,163 as compared to operating expenses of $150,837 for the six months ended October 31, 2007. This was a decrease of $133,674 or 89%. This decrease was primarily due to a decrease in professional fees, administrative costs, investor relations and filing costs incurred by the Company.
Interest expense was $125,338 for the six months ended October 31, 2008 as compared to interest expense of $102,073 for the six months ended October 31, 2007. This was an increase of $23,265, due from an increase in borrowed funds.
The net loss was $135,835 for the six months ended October 31, 2008 as compared to a net loss of $246,428 for the six months ended October 31, 2007. The decrease in net loss for the six months ended October 31, 2008 was due to a decrease in administrative costs, professional fees, investor relations and filing costs.
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. Write down of the Companies investment in joint venture was recorded in the year ended April 30, 2008 financial statements.
Liquidity and Capital Resources
Total current assets as of October 31, 2008 were $402 as compared to total current assets of $1,835 as of April 30, 2008. Additionally, a shareholders deficiency in the amount of $3,431,807 as of October 31, 2008 as compared to a shareholders deficiency of $3,295,972 as of April 30, 2008, a direct result of the Company incurring a loss of mineral rights during the year ended April 30, 2008. We have historically incurred losses and have financed our operations through loans and from the proceeds of the corporation selling shares of our common stock privately.
The number of common shares outstanding decreased from 75,240,000 to 35,240,000 effective March 8, 2008. This decrease was a result of the surrender of shares by shareholders of the Company.
The Company had a negative cash flow of $1,433 from operating activities for the six months ended October 31, 2008 as compared to a negative cash flow of $137,137 from operating activities for the six months ended October 31, 2007, a decrease in cash outflow of approximately 98%.
Cash inflow from financing activities was $nil for the six months ended October 31, 2008 as compared to a cash inflow of $417,000 from financing activities for the six months ended October 31, 2008. This decrease was attributable to the company’s inability to raise financing.
Cash outflow from investing activities was $nil for the six months ended October 31, 2008 as compared to cash outflow from investing activities of $600,000 for the six months ended October 31, 2007.
The on-going negative cash flow from operations raises substantial doubt about our ability to continue as a going concern. The Companies ability to continue as a going concern is dependent on the ability to raise additional capital and implement its business plan.
The Company has not realized any revenues since inception, and for the six months ended October 31, 2008. The Company is presently operating at an ongoing deficit.
The Company has not attained profitable operations and will require additional funding in order to cover the anticipated professional fees and general administrative expenses and to proceed with the anticipated investigation to identify and purchase new mineral properties worthy of exploration or any other business opportunities that may become available to it. The Company anticipates that additional funding will be required in the form of equity financing from the sale of common stock. However, the Company cannot provide investors with any assurance that sufficient funding from the sale of common stock to fund the purchase and the development of any future projects can be obtained. The Company believes that debt financing will not be an alternative for funding future corporate programs. The Company does not have any arrangements in place for any future equity financings.
As of October 31, 2008 the Company had a working capital deficiency of $2,875,187 compared to a working capital deficiency of $2,739,352 as of April 30, 2008. A major portion of debt is attributed to payments made for mineral properties, investment in a joint venture and operating deficiency.
At October 31, 2008 there was no bank debt.
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.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of October 31, 2008, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of October 31, 2008, our disclosure controls and procedures were effective.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to 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: January 13, 2009
