SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended July 31, 2006.
|_| Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period _____________ to _____________
Commission File Number 333-126680
RAVEN GOLD CORP.
(Exact name of small Business Issuer as specified in its charter)
Nevada | 20-2551275 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
#205-598 Main Street
Penticton, B.C., V2A-5C7
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 250-492-3432
2470 Saint Rose Parkway, Suite 304
Henderson, Nevada 89074
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days |X| Yes |_| No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 37,120,000 Shares of $0.001 par value Common Stock issued and outstanding as of September 19, 2006.
Explanatory Note
The Company has determined, after consultation with its independent registered public accounting firm, that a restatement of its financial statements for the three months ended July 31, 2006 filed as part of its Quarterly Report on Form 10-QSB with the Securities and Exchange Commission on September 19, 2006 (the “Report”), was necessary due to certain erroneous entries appearing in its financial statements. Specifically, this amended Annual Report on Form 10-QSB/A (the “Amended Report”) amends and restates the Report solely to (i) amend and restate the Company’s financial statements filed as part of the Report (the “Financial Statements”) to correct (a) the failure by the Company to properly account for the value of the Las Minitas property and the La Currita property rights (collectively, the “Mineral Rights”) acquired by the Company during the three months ended July 31, 2006, as now correctly set forth in the Balance Sheet under the caption “Current Assets” located on page 4 of this Amended Report, (b) the previously erroneous “Accumulated Deficit During Exploration Stage” entry and “Total Liabilities & Stockholders’ Deficiency” entry as of July 31, 2006, which now accounts for the acquisition of the Mineral Rights, as set forth in the Statement of Shareholders Equity on page 5 of this Amended Report, (c) disclose that there was no impairment relating to the Mineral Rights as now correctly set forth in the Statement of Operations located on page 5 of this Amended Report, and (d) the erroneous “Net Loss” entry and “Cash Flow from Investing Activities” entry for the three months ended July 31, 2006, which now accounts for the purchase of the Mineral Rights and corresponding adjustment to the “Net Loss” entry, as set forth in the Statement of Cash Flows located on page 6 of this Amended Report, (ii) correctly disclose in Note #6 accompanying the Financial Statements, the accumulated deficit incurred by the Company from February 9, 2005 (date of inception) to July 31, 2006, (iii) include an updated and revised review report of the Company’s independent registered public accountants relating to the Financial Statements, and (iv) revise the discussion contained in the section titled “Management Discussion and Analysis or Plan of Operation” in light of the aforementioned changes.
Throughout this report, we refer to Raven Gold Corp. as “we,” “us,” “our company,” or “the Company.”
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended July 31, 2006 are not necessarily indicative of the results that can be expected for the year ending April 30, 2007.
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Raven Gold Corp (Formerly Riverbank Resources Inc)
(An Exploration Stage Company)
We have reviewed the accompanying balance sheet of Raven Gold Corp (Formerly Riverbank Resources Inc) (An Exploration Stage Company) as of July 31, 2006, and the related statements of income, retained earnings, and cash flows for the period then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information included in these financial statements is the representation of the management of Raven Gold Corp (Formerly Riverbank Resources Inc) (An Exploration Stage Company).
A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue and no operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
June 5, 2007
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511 Fax: (702)253-7501
RAVEN GOLD CORP.
(Formerly Riverbank Resources Inc.)
BALANCE SHEET
(An Exploration Stage Company)
(Stated in US Dollars)
July 31, 2006
ASSETS | |
CURRENT ASSETS | | | |
| | | | |
| Cash and Equivalents | | $ | 96 | |
| Prepaid Expenses | | $ | 1,370 | |
| Total Current Assets | | $ | 1,466 | |
| | | | | |
| | | | | |
| Mineral Properties | | $ | 425,000 | |
| | | | | |
| TOTAL ASSETS | | $ | 426,466 | |
| | | | | |
| CURRENT LIABILITIES | | | | |
| | | | | |
| Advances from Related Party | | $ | 3,100 | |
| Accounts Payable | | $ | 6,631 | |
| Total Current Liabilities | | $ | 9,731 | |
| | | | | |
| LONG-TERM LIABILITIES | | | | |
| Loans | | $ | 425,000 | |
| Total Long-Term Liabilities | | $ | 425,000 | |
| | | | | |
| TOTAL LIABILITIES | | $ | 434,731 | |
| | | | | |
| STOCKHOLDERS' DEFICIENCY | | | | |
| Preferred stock, $0.001 par value, | | | | |
| 1,000,000 Shares Authorized, None Issued | | | | |
| and outstanding | | | 0 | |
| Common Stock, $0.001 par value | | | | |
| 69,000,000 Shares Authorized, 37,120,000 | | | | |
| Shares Issued and Outstanding | | $ | 37,120 | |
| Paid in Capital | | $ | 19,500 | |
| Accumulated Deficit During Exploration Stage | | $ | (64,885 | ) |
| TOTAL STOCKHOLDERS DEFICIENCY | | $ | ( 8,265 | ) |
| | | | | |
TOTAL LIABILITIES & STOCKHOLDER'S DEFICIENCY | | $ | 426,466 | |
| | | | | |
The accompanying notes are an integral part of these financial statements.
RAVEN GOLD CORP.
(Formerly Riverbank Resources Inc.)
STATEMENT OF OPERATIONS
(An Exploration Stage Company)
(Stated in US Dollars)
| | | For the three Months Ended July 31 | | From Inception (February 9, 2005) to | |
| | | 2006 | | 2005 | | | |
| | | (Un-audited) | | (Un-audited) | | (Audited) | |
| REVENUE | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
| EXPENSES | | | | | | | | | | |
| Exploration Costs and Expenses | | | | | $ | - | | $ | 29,750 | |
| Professional fees | | $ | 6,227 | | $ | 3,014 | | $ | 27,834 | |
| General and Administrative | | $ | 31 | | $ | 111 | | $ | 329 | |
| Listing and Filing | | $ | 420 | | $ | 907 | | $ | 3,868 | |
| Investor relations | | $ | - | | $ | - | | $ | 279 | |
| Total Expenses | | $ | 6,678 | | $ | 4,032 | | $ | 62,060 | |
| | | | | | | | | | | |
| Loss From operations | | $ | (6,678 | ) | $ | (4,032 | ) | $ | (62,060 | ) |
| Other Income and Expenses | | | | | | | | | | |
| | | | | | | | | | | |
| Impairment (loss) Mineral Rights | | $ | - | | $ | - | | $ | (3,000 | ) |
| Foreign Currency transaction Gain (loss) | | $ | - | | $ | (9 | ) | $ | 175 | |
| | | $ | - | | $ | (9 | ) | $ | (2,825 | ) |
| Total Other Income & Expenses Loss | | $ | (6,678 | ) | $ | (4,041 | ) | $ | ( 64,885 | ) |
| Before Income Taxes | | | | | | | | | | |
| | | | | | | | | | | |
| Provision for Income Tax | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
| Net Loss | | $ | ( 6,678 | ) | $ | (4,041 | ) | $ | ( 64,885 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Basic & Diluted (loss) per Share | | | (0.01 | ) | | (0.000 | ) | | (0.01 | ) |
| | | | | | | | | | | |
Weighted Average Number of Shares Outstanding- Basic & Diluted | | | 37,120,000 | | | 37,120,000 | | | 32,596,760 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
RAVEN GOLD CORP.
(Formerly Riverbank Resources Inc.)
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)
From Inception (February 9, 2005) to July 31, 2006
(An Exploration Stage Company)
(Stated in US Dollars)
| | | | | | | | | | Additional | | | | | | | |
| | | | Common Stock | | | Preferred Stock | | | Paid in | | | Accumulated | | | Total | |
| | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued @ Founders | | | 32,100,000 | | $ | 32,100 | | $ | - | | $ | - | | $ | (25,680 | ) | | | | $ | 6,420 | |
| for Cash ( $0.001 per share) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued for Cash | | | | | | | | | | | | | | | | | | | | | | |
| ($0.05 per share) | | | 5,020,000 | | $ | 5,020 | | | | | | | | $ | 45,180 | | | | | $ | 50,200 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net (Loss) for period | | | | | | | | | | | | | | | | | $ | (7,290 | ) | $ | (7,290 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2005 | | | 37,120,000 | | $ | 37,120 | | $ | - | | $ | - | | $ | 19,500 | | $ | (7,290 | ) | $ | 49,330 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net (Loss) for period | | | | | | | | | | | | | | | | | $ | (50,917 | ) | $ | (50,917 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2006 | | | 37,120,000 | | $ | 37,120 | | $ | - | | $ | - | | $ | 19,500 | | $ | (58,207 | ) | $ | (1,587 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net (Loss) for period | | | | | | | | | | | | | | | | | $ | (6,678 | ) | $ | (6,678 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance, July 31, 2006 | | | 37,120,000 | | $ | 37,120 | | $ | - | | $ | - | | $ | 19,500 | | $ | ( 64,885 | ) | $ | (8,265 | ) |
RAVEN GOLD CORP.
(Formerly Riverbank Resources Inc.)
STATEMENT OF CASH FLOWS
(An Exploration Stage Company)
(Stated in US Dollars)
| | | For the three Months Ended July 31 | | From Inception (February 9, 2005) to | |
| | | | 2006 | | | 2005 | | | July 31 2006 | |
| | | | (Un-audited) | | | (Un-audited) | | | (Audited) | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | |
| Net Loss | | $ | (6,678 | ) | $ | (4,041 | ) | $ | (64,885 | ) |
| Adjustments to Reconcile Net Loss | | | | | | | | | | |
| to Net Cash Used in Operations: | | | | | | | | | | |
| Changes in Operating Assets and Liabilities | | $ | - | | $ | - | | $ | 3,000 | |
| Prepaid Expenses | | $ | - | | $ | (3,650 | ) | $ | (1,370 | ) |
| Accounts Payable & Accrued Expenses | | $ | 3,674 | | $ | 876 | | $ | 6,631 | |
| Net Cash Used In Operating Activities | | $ | (3,004 | ) | $ | (6,815 | ) | $ | (56,624 | ) |
| | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
| Purchase of Mineral Rights | | $ | (425,000 | ) | $ | - | | $ | (428,000 | ) |
| Net Cash Used In Investing Activities | | $ | (425,000 | ) | $ | - | | $ | (428,000 | ) |
| | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
| Loans | | $ | 425,000 | | $ | 425,000 | | | | |
| Advances from Related Party | | $ | 3,100 | | $ | - | | $ | 3,100 | |
| Bank Overdraft | | $ | - | | $ | - | | $ | - | |
| Proceeds from Issuance of Common Stock | | $ | - | | $ | - | | $ | 56,620 | |
| Net Cash Provided By Financing Activities | | $ | 428,100 | | $ | - | | $ | 484,720 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | $ | - | | $ | 48,744 | | $ | - | |
| NET INCREASE (DECREASE) IN CASH | | $ | 96 | | $ | (9,794 | ) | $ | 96 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 96 | | $ | 41,929 | | $ | 96 | |
| | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | | | | | |
| Cash Paid For: | | | | | | | | | | |
| | | | | | | | | | | |
| Interest | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
| Income Tax | | $ | - | | $ | - | | $ | - | |
The accompanying notes are an integral part of these financial statements.
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS
OF JULY 31, 2006
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results if operations.
It is management's opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
(B) Organization
Riverbank Resources Inc. (an exploration stage company) (the "Company") was incorporated under the laws of the State of Nevada on February 9, 2005. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the development stage include developing the business plan and raising capital.
On August14, 2006 the Company filed a certificate of amendment to the Nevada Secretary of State to change its name to Raven Gold Corp.
(C) 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.
(D) 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 purchase to be cash equivalents.
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
(E) Mineral Interest
Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated with other than owned properties are classified as tangible assets. The Company had capitalized $3,000 related to the mineral rights acquired in 2005 and which were impaired of as of July 31, 2006.
(F) 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, goodwill and certain identifiable intangible 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.
(G) Income Taxes
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(H) 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 July 31, 2006, there were no dilutive securities outstanding.
(I) Business Segments
The Company operates in one segment and therefore segment information is not presented.
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
(J) Recent Accounting Pronouncements
SFAS 155, Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting for Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.
In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This (Expressed in U.S. Dollars) Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. This Statement is effective in fiscal years beginning after December 15, 2005. The Company has not yet determined the effect of implementing this standard.
NOTE 2 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 Skeeena 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.
During the year ended April 30, 2006 the Company decided to discontinue exploration work on the Big Mike mineral project property and consequently the mineral rights were impaired 100%.
NOTE 3 LOANS
In May of 2006, the Company received $3,100 in advances from its 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.
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
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 25, 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.
NOTE 4 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).
NOTE 5 SUBSEQUENT EVENTS
On August14, 2006 the Company filed a certificate of amendment to the Nevada Secretary of State to change its name to Raven Gold Corp.
In August of 2006 the Company performed a 5 to 1 forward split of its common stock for a total of 37,120,000 shares issued and outstanding.
On June 1, 2006 the Company entered into an agreement with Tara Gold Resources Corp, for the "La Minita" Property. Attached is a schedule of payments under the mentioned agreement:
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
On June 1, 2006 the Company entered into an agreement with Tara Gold Resources Corp, for the "La Currita" Property. Attached is a schedule of payments under the mentioned agreement:
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
As of September 18, 2006 the payment scheduled for August 25, 2006 has not been completed. The Company has not issued any shares that form part of the agreements with Tara Gold Resources Corp. for "Las Minitas" and "La Currita' properties as of September 18, 2006.
NOTE 6 GOING CONCERN
As reflected in the accompanying financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $428,004 from inception. As shown in the accompanying financial statements, the Company has an accumulated deficit during the exploration stages of $64,885 for the period from February 9,2005 (inception) to July 31, 2006. This raises substantial doubt about its ability to
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF JULY 31, 2006
(UNAUDITED)
continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Item 2. Management's Discussions and Analysis or Plan of Operation
Forward-Looking Statements
This Form 10-QSB includes -" forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the Company for the future operations, are forward-looking statements.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.
Raven Gold Corp. ("the Company", "we", "us") was incorporated in the state of Nevada on February 9, 2005. On April 26, 2005, the Company entered into a Purchase and Sale Agreement with Gudmund Lovang, an individual residing in North Vancouver British Columbia, whereby he sold to us a 100% undivided right title and interest in one mineral claim located in the Skeena Mining Division of British Columbia, Canada known as the Big Mike mineral property. We acquired this interest in the Big Mike property by paying $3,000 to Mr. Lovang. During the year ended April 30, 2006 the Company decided to discontinue exploration work on the Big Mike mineral project property and consequently the mineral rights were impaired 100%.
On June 1, 2006 the company entered an agreement with Tara Gold Resources Corp for the "Las Minita" property. The Las Minitas Property is located in Sonora, Mexico, approximately 40 air kilometers northwest of the town of Alamos. The property lies at the western edge of the province known as the Sierra Madre Occidental gold-silver belt where a number of successful gold/silver exploration projects are ongoing. Historical information regarding Las Minitas indicates three mineralized zones of interest that contain an estimated of 13,534,398 million tonnes of ore grading 7.58 oz/t silver and 0.0089 oz/t gold. Metallurgical testing indicates that recoveries of 90% for both silver and gold may be achievable by cyanidation alone. The Company will focus its initial efforts on the validation of the previous exploration work that outlined three wide, high-grade, lode-type mineralized bodies: the North, Central, and El Negro zones, with postulated strike lengths of 400, 500, and 700 meters respectively. These three zones are considered to be outstanding precious metal exploration targets and Tara Gold is currently developing a plan to confirm previous findings and conduct a focused sampling and drilling program.
On June 1, 2006 the company entered an agreement with Tara Gold Resources Corp for the "La Currita" property. In this agreement Raven Gold Corp. has the option to earn up to 60% interest in the La Currita Groupings by making certain payments to Tara Gold, issuing 750,000 shares, making all remaining property payments and by spending a minimum of $3.5 million over the next 36 months. In addition to the capital investment on exploration and mill expansion, Raven Gold Corp. is required to expand the La Currita Mill to a minimum of 4,000 tons per month before earning 40% and a minimum of 8,000 tons per month before earning 60% interest. The property includes 4 mines, a 150 ton/day operating floatation mill and stockpiled ore. The La Currita mine was in steady production from 1983 until 1998. A diamond drilling exploration program conducted in 1998 indicated 109,000 tons of 2.59 g/t Au and 200 g/t Ag. La Currita Groupings are located in the Sierra Madre Gold-Silver belt.
As of July 31, 2006 the Company had total assets of $ 426,466 consisting of $ 96 cash, $ 1,370 in prepaid expenses and $425,000 investment in Mineral Properties. This represents the Company's present and only sources of liquidity.
The Company's liabilities at July 31, 2006 totaled $434,731 consisting of $9,731 in advances from related parties and accounts payable, and $425,000 in loans payable.
For the three month period ending July 31, 2006 the Company generated no revenues and has incurred total expenses of $6,678 consisting of an operation loss of $6,678.
The on-going negative cash flow from operations raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan.
The Company has not realized any revenues since inception, and for the three month period ended July 31, 2006, and it is presently operating at an ongoing deficit.
The Company 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 the company. The Company anticipates that additional funding will be required in the form of equity financing from the sale of the company's common stock. However the Company cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund the purchase and the development of any future projects. 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.
The Company's plan of operation for the twelve months following the date of this report is to initiate an investigation to identify new opportunities in the mineral exploration field and opportunities that may be made available in other industries. It will also attempt to secure the necessary funding required to finance the purchase and development of the assets that may be purchased during the next twelve months. The Company is unable to estimate, at this time, the necessary funding required to purchase and develop any new assets that may be acquired in the next twelve months. It will only be able to make that determination once any assets are acquired.
Presently the company does not have the necessary cash to support its business operation for the next twelve months. Unless the company raises the necessary capital to implement its business plan during the next twelve months, it will be unable to support its operations and it will be forced to scale down or perhaps even cease its business operation.
The Company anticipates incurring approximately $40,000 for administrative expenses including accounting and audit costs ($10,000) legal fees ($10,000), rent and office costs ($5,000), computer costs ($5,000), telephone costs ($2,000), Edgar filings ($2,000) and general administrative costs ($6,000) over the next 12 months.
On July 18 2005, the Company filed an SB2 Registration Statement with The Security and Exchange Commission of the United States (SEC) in order to gain a reporting Status in the United States and in order to register its common stock. On September 20, 2005, the company received its effective status with the SEC becoming a fully reporting company in the United States.
The Company has retained a market maker to sponsor a 15c211 application with the National Association of Securities Dealers (NASD) in order to have its common shares posted for trading on the NASD Over the Counter Bulletin Board (OTC BB) upon approval of this application. The company has received this approval and, as of December 8, 2005, the common shares of its capital stock have been posted and quoted for trading on the NASD, OTC BB under the trading symbol RVBK.
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 is 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.
Mineral Interest
Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated with other than owned properties are classified as tangible assets. The mineral rights will be amortized using the units-of-production method when production at each project commences.
Going Concern
As reflected in the accompanying financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $56,624 from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. In addition, we will require additional funds to expand operations.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29," and SFAS No. 123 (revised 2004), "Share-Based Payment," were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company and have no effect on the financial statements.
Item 3. Controls and Procedures
Our management, which includes our Chief Executive Officer and our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes made in our internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
None
Item 6. Exhibits and Report on Form 8-K
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
There were no reports filed on form 8K during the three months ending July 31, 2006.
SIGNATURES
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| Date: June 22, 2007 | By: | /s/ Blair Naughty |
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Blair Naughty |
| | Chief Executive Officer and President |
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| | RAVEN GOLD CORP. |
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| Date: June 22, 2007 | By: | /s/ Bashir Virji |
| |
Bashir Virji |
| | Chief Financial Officer, acting Principal Financial Officer, and acting Principal Accounting Officer |
