[GRAPHIC OMITTED]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
|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 (IRS Employer Identification No.)
incorporation or organization)
595 Howe Street, Suite 902, Box 12
Vancouver, B.C. V6C 2T5
-------
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 702-562-4091
------------------------------------------------------
(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.
- --------------------------------------------------------------------------------
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.
2
MOORE & ASSOCIATES, CHARTERED
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
September 19, 2006
3
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
(Un-audited)
ASSETS
CURRENT ASSETS
Cash and Equivalents $ 96
Prepaid Expenses $ 1,370
-----------------------
Total Current Assets $ 1,466
FIXED ASSETS
TOTAL FIXED ASSETS $ -
-----------------------
TOTAL ASSETS $ 1,466
=======================
CURRENT LIABILITIES
Advnaces 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 $ (489,885)
-----------------------
TOTAL STOCKHOLDERS DEFICIENCY $ (433,265)
TOTAL LIABILITIES & $ 1,466
STOCKHOLDER'S DEFICIENCY
-----------------------
The accompanying notes are an integral part of these financial statements.
4
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 July 31 2006
-------------------------- ------------------------- -----------------------
(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) $ (64,613)
Other Income and Expenses
Impairment (loss) of Mineral Rights $ (425,000) $ - $ (428,000)
Foreign Currency transaction Gain (loss) $ - $ (9) $ 175
-------------------------- ------------------------- -----------------------
$ (425,000) $ (9) $ (427,825)
Total Other Income & Expenses Loss $ (431,678) $ (4,041) $ (489,885)
Before Income Taxes
Provision for Income Tax $ - $ - $ -
-------------------------- ------------------------- -----------------------
Net Loss $ (431,678) $ (4,041) $ (489,885)
========================== ========================= =======================
Basic & Diluted (loss) per Share (0.01) (0.000) (0.01)
-------------------------- ------------------------- -----------------------
Weighted Average Number 37,120,000 37,120,000 32,596,760
of Shares Outstanding- Basic & Diluted
-------------------------- ------------------------- -----------------------
The accompanying notes are an integral part of these financial statements.
5
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)
Common Stock Preferred Stock Additional Accumulated Total
Shares Amount Shares Amount Paid in Deficit Equity
Capital
--------------------------------------------------------------------------------------------------
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 $ (431,678) $ (431,678)
--------------------------------------------------------------------------------------------------
Balance, July 31, 2006 37,120,000 $ 37,120 $ - $ - $ 19,500 $ (489,885) $ (433,265)
The accompanying notes are an integral part of these financial statements.
6
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 $ (431,678) $ (4,041) $ (489,885)
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 $ (428,004) $ (6,815) $ (481,624)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Mineral Rights $ - $ - $ (3,000)
------------------- ------------------ ----------------------
Net Cash Used In Investing Activities $ - $ - $ (3,000)
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.
7
RAVEN GOLD CORP.
(Formerly Riverbank resources Inc.)
(AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS
OF JULY 31, 2006
(UNAUDITED)
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.
1
8
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.
9
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.
10
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:
11
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:
12
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 $489,885 for the period from February 9,2005
(inception) to July 31, 2006. This raises substantial doubt about its
ability to
13
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.
14
As of July 31, 2006 the Company had total assets of $ 1,466 consisting of $ 96
cash and $ 1,370 in prepaid expenses. This represents the Company's present and
only sources of liquidity.
The Company's liabilities at July 31, 2006 totaled $434,731 consisting of
$19,462 in current liabilities and $425,000 of long term liabilities.
For the three month period ending July 31, 2006 the Company generated no
revenues and has incurred total expenses of $431,678 consisting of an operation
loss of $6,678 and $ 425,000 in mineral rights impairment.
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.
15
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 $481,624 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.
16
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
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
17
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
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.
There were no reports filed on form 8K during the three months ending July 31,
2006.
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.
/s/ Gary Haukeland
- -------------------
Gary Haukeland, Director
Date: September 19, 2006.
18