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 January 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-126680
----------
Raven Gold Corp.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 20-2551275
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
7250 NW Expressway Suite 260
Oklahoma City, OK 73132
----------------------------------------
(Address of principal executive offices)
(405) 728-3800
----------------------------------------------------
(Registrant's telephone number, including area code)
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company") in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
At March 15, 2010, 35,240,000 shares of the Registrant's Common Stock
were outstanding.
1
ITEM 1. FINANCIAL STATEMENTS
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
January 31, April 30,
2010 2009
------------- -------------
Assets (Unaudited)
Current Assets
Cash and equivalents $ 220 $ 287
------------- -------------
Total Assets $ 220 $ 287
============= =============
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 37,109 $ 75,919
Accounts payable other 12,656 -
Advances from related party 3,100 3,100
Accrued interest 581,941 388,817
Loans payable related party 2,554,000 2,554,000
------------- -------------
Total current liabilities 3,188,806 3,021,836
------------- -------------
Total liabilities 3,188,806 3,021,836
------------- -------------
Preferred stock, $0.001 par value, 1,000,000
shares authorized, None issued and outstanding.
Common stock, $0.001 par value,500,000,000
authorized, 35,240,000 shares issued and
outstanding as of January 31, 2010 and
April 30, 2009 35,240 35,240
Additional paid-in capital 565,907 521,380
Deficit accumulated during the exploration stage (3,789,733) (3,578,169)
------------- -------------
Total Stockholders' Deficit (3,188,586) (3,021,549)
------------- -------------
Total Liabilities and Stockholders' Deficit $ 220 $ 287
============= =============
The accompanying notes are an integral part of these financial statements
2
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
(Unaudited)
---------
From
Inception
For the three For the nine February 9,
months ended months ended 2005 to
January 31, January 31, January 31,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ------------
Expenses
Exploration costs
and expenses $ - $ - $ - $ - $ 29,750
General and
administrative 18 55 96 1,404 154,440
Professional fees 5,743 5,669 12,243 21,367 211,462
Listing and filing - - - 116 48,390
Investor relations - - - - 35,670
---------- ---------- ---------- ---------- ------------
Total expenses 5,761 5,724 12,339 22,887 479,712
---------- ---------- ---------- ---------- ------------
Loss before other income
and expenses (5,761) (5,724) (12,339) (22,887) (479,712)
Other Income and (expenses)
Interest expense (64,375) (64,374) (193,124) (189,712) (581,941)
Foreign currency
transaction (loss) (155) 585 (6,101) 7,251 (80)
Impairment (loss) of
mineral rights - - - - (2,728,000)
---------- ---------- ---------- ---------- ------------
Total other income
(expense) (64,530) (63,789) (199,225) (182,461) (3,310,021)
---------- ---------- ---------- ---------- ------------
Net loss $ (70,291) $ (69,513) $(211,564) $(205,348) $(3,789,733)
---------- ---------- ---------- ---------- ------------
Basic and diluted
loss per share -
continuing
operations $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of
shares outstanding 35,240,000 35,240,000 35,240,000 35,240,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
3
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
from Inception (February 9, 2005) to January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Preferred Accumulated
Shares Common Shares Additional During the
----------- ---------------------- Paid-in Exploration
Shares Amt. Shares Amount Capital Stage 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 April 30,
2005 (7,290) (7,290)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2005 - - 74,240,000 74,240 (17,620) (7,290) 49,330
Net loss
for the
year ended
April 30,
2006 (50,917) (50,917)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2006 - - 74,240,000 74,240 (17,620) (58,207) (1,587)
4
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
from Inception (February 9, 2005) to January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Preferred Accumulated
Shares Common Shares Additional During the
----------- ---------------------- Paid-in Exploration
Shares Amt. Shares Amount Capital Stage Total
------ ---- ------------ --------- --------- ------------ ------------
Stock issued
for investment
in Joint Venture
at $0.50/share
October 26,
2006 1,000,000 1,000 499,000 - 500,000
Net loss
for the
year ended
April 30,
2007 (154,581) (154,581)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2007 - - 75,240,000 75,240 481,380 (212,788) 343,832
Surrender of
stock March 30,
2008 (40,000,000) (40,000) 40,000 - -
Net loss
for the
year ended
April 30,
2008 (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)
5
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
from Inception (February 9, 2005) to January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Preferred Accumulated
Shares Common Shares Additional During the
----------- ---------------------- Paid-in Exploration
Shares Amt. Shares Amount Capital Stage Total
------ ---- ------------ --------- --------- ------------ ------------
Net loss
for the
year ended
April 30,
2009 (282,197) (282,197)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2009 - - 35,240,000 35,240 521,380 (3,578,169) (3,021,549)
Contribution
of capital 44,527 44,527
Net loss
for the
period ended
January 31,
2010 (211,564) (211,564)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
January 31,
2010 - $ - 35,240,000 $ 35,240 $565,907 $(3,789,733) $(3,188,586)
====== ==== ============ ========= ========= ============ ============
The accompanying notes are an integral part of these financial statements
6
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(Unaudited)
---------
February 9,
2005 (Date of
Nine months ended Inception) to
January 31, January 31,
2010 2009 2010
------------- ------------- -------------
Operating Activities
Net loss for the period $ (211,564) $ (205,348) $ (3,789,733)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase (decrease) in accounts
payable and expenses (26,154) 14,086 49,765
Increase in interest expense 193,124 189,712 581,941
Impairment of mineral properties - - 2,725,000
------------- ------------- -------------
Net Cash used in
operating activities (44,594) (1,550) (433,027)
------------- ------------- -------------
Investing Activities
Purchase of mineral rights - - (2,225,000)
------------- ------------- -------------
Cash used in investing activities - - (2,225,000)
------------- ------------- -------------
Financing Activities
Contribution of capital 44,527 - 44,527
Issuance of common stock - - 56,620
Issuance of promissory
notes payable - - 2,554,000
Due to related party - - 3,100
------------- ------------- -------------
Cash from financing activities 44,527 - 2,658,247
------------- ------------- -------------
Increase (decrease) in cash
and cash equivalents (67) (1,550) 220
Cash and cash equivalents,
beginning of the period 287 1,835 -
------------- ------------- -------------
Cash and cash equivalents,
end of the period $ 220 $ 285 $ 220
============= ============= =============
The accompanying notes are an integral part of these financial statements
7
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
1) Interim reporting
The information presented in the accompanying interim nine months financial
statements is unaudited. The information includes all adjustments which are,
in the opinion of management, necessary to present fairly the financial
position, results of operations and cash flows for the interim periods
presented. These unaudited interim financial statements follow the same
accounting policies and methods of their application as the Company's April
30, 2009 annual audited financial statements. All adjustments are of a
normal recurring nature. It is suggested that these unaudited interim
financial statements be read in conjunction with the Company's April 30, 2009
annual audited financial statements.
2) Basis of Presentation and Going Concern
These financial statements have been prepared without audit in accordance
with generally accepted accounting principles in the United States of America
applicable to a going concern, which assumes that the Company will be able to
meet its obligations and continue its operations for its next twelve months.
Realization values may be substantially different from carrying values as
shown and these financial statements do not give effect to adjustments that
would be necessary to the carrying values and classification of assets and
liabilities should the Company be unable to continue as a going concern. At
January 31, 2010, the Company had not yet achieved profitable operations, has
accumulated losses of $3,789,733 since its inception, has a working capital
deficiency of $3,188,586 (April 30, 2009 - $3,021,549) and expects to incur
further losses in the development of its business, all of which casts
substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management has no formal
plan in place to address this concern but considers that the Company will be
able to obtain additional funds by equity financing and/or related party
advances, however there is no assurance of additional funding being
available.
The results of operations for the nine month period ending January 31, 2010
are not necessarily indicative of the results to be expected for the year
ending April 30, 2010.
These unaudited interim financial statements should be read in conjunction
with the April 30, 2009 audited financial statements of the Company.
8
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
3) Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Because a precise determination of many assets and liabilities is dependent
upon future events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Use of estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reported period.
Actual results could differ from those estimates.
b) Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less.
c) Long-lived Assets
The Company accounts for long-lived assets ASC 350-10 "Accounting for
Impairment or Disposal of Long-lived Assets", 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.
9
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
3) Summary of Significant Accounting Policies (Continued)
d) Foreign Currency Translation
The Company's functional currency is the United States dollar as
substantially all of the Company's operations were in the United States.
The Company uses the United States dollar as its reporting currency for
consistency with registrants of the Securities and Exchange Commission
("SEC") and in accordance with the ASC 830-10.
Assets and liabilities dominated in a foreign currency were translated at the
exchange rate in effect at the period end and capital accounts are translated
at historical rates. Income statement accounts are translated at the average
rates of exchange prevailing during the period. Translation adjustments
arising from the use of difference exchange rates from period to period were
included in the cumulative effect of foreign currency translation adjustment
account in stockholders' equity.
Transactions undertaken in currencies other than the functional currency of
the entity are translated using the exchange rate in effect as of the
transaction date. Any exchange gains and losses are included in the
Statement of Operations.
e) Loss Per Share
Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by ASC 260-10,
"Earnings Per Share." As of January 31, 2010, there were no dilutive
securities outstanding.
f) Business Segments
The Company operates in one segment and therefore segment information is not
presented.
10
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
3) Summary of Significant Accounting Policies (Continued)
g) Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No.
168"). Under SFAS No. 168 the "FASB Accounting Standards Codification"
("Codification") will become the source of authoritative US GAAP to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. On the effective date, the
Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative.
SFAS No. 168 is effective for the Company's interim quarterly period
beginning July 1, 2009. The Accounting Standards Codification only changes
the referencing of financial accounting standards and does not change or
alter existing GAAP. The Company does not expect the adoption of SFAS No. 168
to have an impact on the financial statements.
In June 2009, the FASB issued FASB ASC 855-10, "Subsequent Events." FASB
ASC855-10 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. FASB ASC 855-10 applies
to both interim financial statements and annual financial statements. FASB
ASC 855-10 is effective for interim or annual financial periods ending after
June 15, 2009. The adoption of FASB ASC 855-10 during the period did not have
a material impact on the Company's financial position, cash flows or results
of operations.
In August 2009, the FASB issued ASU 2009-05 which includes amendments to
Subtopic 820-10, "Fair Value Measurements and Disclosures-Overall". The
update provides clarification that in circumstances, in which a quoted price
in an active market for the identical liability is not available, a reporting
entity is required to measure fair value using one or more of the techniques
provided for in this update. The amendments in this ASU clarify that a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability and also clarifies that both a quoted price in an
active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. The guidance provided in this ASU is
effective for the first reporting period, including interim periods,
beginning after issuance. The adoption of this standard did not have a
material impact on the Company's consolidated financial position and results
of operations
11
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
3) Summary of Significant Accounting Policies (Continued)
g) Recent Accounting Pronouncements (Continued)
The following various other pronouncement (ASU) as announced by FASB have
have no material effect on the Company financial statements: ASU 2010-08
Technical Correction to Various Topics issue February 2010, ASU 2010-07 Not
for Profit entities issued January 2010, ASU 2010-06 Fair Value Measurements
and Disclosures issued January 2010, ASU 2010-05 Compensation- Stock
Compensation issued January 2010, ASU 2010-03 Extractive Activities-Oil and
Gas Issued January 2010, ASU 2010-02 Consolidation issued January 2010, ASU
2001-01 Equity issued January 2010, ASU 2009-17 Consolidations issued
December 2009, ASU 2009-16 Transfers and Servicing issued December 2009, ASU
2009-15 Accounting for Own-Share Lending Arrangements issued October 2009,
ASU 2009-13 Revenue Recognition issued October 2009, ASU 2009-12 Fair Value
Measurements and Disclosures issued September 2009, ASU 2009-06 Income Taxes
issued September 2009, EITF No. 09-1 Accounting for Own-Share Lending
Arrangements issued July 2009.
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 was 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.
12
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
4) Acquisition of Mineral Rights (Continued)
In May 2007, the Company wire transferred $505,000 to Tara Gold Resources
Corp. for a further interest in the La Currita Property.
In June 2007 the Company wire transferred an additional $95,000 to Tara Gold
Resources Corp. for an additional further interest in the La Currita
Property.
On May 9, 2008 the Company failed to meet its lease commitment on the La
Currita gold leases in Mexico. As a result of the default, the La Currita
leases were terminated.
5) Loans Related Party
In May of 2006, the Company received $3,100 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.
13
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
5) Loans Related Party (Continued)
On August 23, 2006 the Company borrowed $50,000 from Paradisus Investment
Corp. The Company wired $50,000 on the same date to Tara Gold Resources Corp.
as part of the purchase agreement between Raven Gold Corp. and Tara Gold
Resources Corp for "Las Minitas "property.
On September 21, 2006 the Company borrowed $100,000 from Coach Capital, LLC.
The Company wired $100,000 on the same date to Tara Gold Resources Corp. as
part of the purchase agreement between Raven Gold Corp. and Tara Gold
Resources Corp for "Las Minitas "property.
On October 3, 2006 the Company borrowed $200,000 from 1230144 Alberta Ltd., a
private corporation.
On October 5, 2006 the Company borrowed $500,000 from Coach Capital, LLC. The
Company wired $500,000 on the same date to Tara Gold Resources Corp. as part
of the purchase agreement between Raven Gold Corp. and Tara Gold Resources
Corp., $75,000 for the "Las Minitas" and $425,000 for the "la Currita"
properties.
On October 12, 2006 the Company borrowed $500,000 from Coach Capital, LLC.
The Company wired $500,000 on the same date to Tara Gold Resources Corp. to
invest in the Start-Up Capital to be repaid from 60% of the net operating
revenue derived from "La Currita" property.
On January 25, 2007 the Company borrowed $50,000 from Coach Capital, LLC. 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.
14
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
5) Loans Related Party (Continued)
On June 13, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The
Company wired $100,000 on the same date to Tara Gold Resources Corp. as part
of the purchase agreement between Raven Gold Corp. and Tara Gold Resources
Corp for "La Currita" property.
On July 26, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The
Company wired $100,000 on the same date to Tara Gold Resources Corp. as part
of the purchase agreement between Raven Gold Corp. and Tara Gold Resources
Corp for "La Currita" property.
On October 2, 2007 the Company borrowed $12,000 from Coach Capital, LLC for
operations.
On November 9, 2007 the Company borrowed $12,000 from Coach Capital, LLC for
operations.
On December 11, 2007 the Company borrowed $20,000 from Coach Capital, LLC for
operations.
In February 2008 the Company borrowed $30,000 from Coach Capital LLC for
operations.
At January 31, 2010 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 $193,124 as interest expense
on the promissory notes.
6) Accounts Payable Other
At January 31, 2010 the Company has accounts payable other outstanding of
$12,509, which were for legal services intended for the Company. The Company
disputes these legal services, intends to defend itself against such claim
for legal services and has not received any communication with the legal
supplier of such services.
15
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Notes to the financial statements
January 31, 2010
(Stated in US Dollars)
(Unaudited)
---------
7) Stockholders' Equity
During 2005, the Company issued 6,420,000 shares of common stock to its
founders for cash of $6,420 ($0.001 per share)
During 2005, the Company issued 1,004,000 shares of common stock for cash of
$50,200 ($0.05 per share).
In June 2006 the Company performed a 5:1 forward split of its common stock
for a total of 37,120,000 shares issued and outstanding.
On October 6, 2006 the Company entered into an agreement to acquire certain
mineral properties from Tara Gold Resources Corp. Terms of the agreement
required the Company to issue 500,000 restricted shares of common stock of
the Company. On October 6 the Company issued the required restricted common
stock of the Company for a stock subscription price of $100,000 ($0.20 per
share).
In March 2007 the Company increased the authorized capital of common stock to
500,000,000.
In March 2007 the Company performed a 2:1 forward split of its common stock
for a total of 75,240,000 shares issued and outstanding.
On March 6, 2008 the Company received a surrender of 40,000,000 shares of
common stock surrendered by stockholders.
On July 31, 2009 consultants to the Company contributed $40,027 of
professional fees to the Company in renunciation by the consultants for
payment due to the consultants by the Company.
On August 2, 2009 the Company received a non-repayable payment for an
accounts payable due by the Company for a total of $3,000.
On December 7, 2009 the Company received a non-repayable payment for an
accounts payable due by the Company for a total of $1,500.
8) Statement of Operations - Impairment of Mineral Properties
On May 9, 2008 Raven Gold failed to meet its lease commitment on the La
Currita gold leases in Mexico. As a result of the default the La Currita
leases were terminated. The Company has recorded in the financial statements
a complete write down of the Companies investment in joint venture.
9) Subsequent Events
The Company has evaluated subsequent events through March 8, 2010, the date
which the financial statements were available to be issued.
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Item 2. Management's Discussion and Analysis
Overview
Liquidity and Capital Resources
Total current assets as of the Company at January 31, 2010 were $220 ($287 -
April 30, 2009) all in cash. Additionally, the Company had a deficit in the
amount of $3,789,733 as of January 31, 2010 ($3,578,169 -April 30, 2009),
Historically the Company has incurred losses and has financed operations
through loans and from the proceeds of the corporation selling shares of our
common stock privately.
The number of common shares outstanding at January 31, 2010 was 35,240,000
(35,240,000 - 2008).
The Company had a negative cash flow of $44,594 from operating activities for
the nine months ended January 31, 2010 ($1,550 - 2008), a decrease in cash
outflow of approximately $43,044, resulting from a decrease in accounts
payable and foreign currency translation costs.
Cash inflow from financing activities was $44,527 the nine months ended
January 31, 2010 ($nil - 2008) attributable to the renunciation by
consultants to the Company for payment due to the consultants by the Company
and a non-repayable payment for an accounts payable due by the Company.
Cash outflow from investing activities was $nil for the nine months ended
January 31, 2010 ($nil - 2008).
The on-going negative cash flow from operations raises substantial doubt
about our ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent on the ability to raise additional
capital and implement its business plan.
As of January 31, 2010 the Company had a working capital deficiency of
$3,188,586 ($3,021,549 - April 30, 2009). A major portion of debt is
attributed to payments made for mineral properties, investment in a joint
venture and operating deficiency.
At January 31, 2010 there was no bank debt.
Results of Operations
Revenues
The Company has not realized any revenues since inception, and for the nine
months ended January 31, 2010. The Company is presently operating at an
ongoing deficit.
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Expenses and loss from operations
For the three (3) months ended January 31, 2010 operating expenses were
$5,761 compared to $5,724 for the three (3) months ended January 31, 2009.
This increase of $37 was due to a decrease in professional fees. Operating
expenses during the quarter ended January 31, 2010 consisted of professional
fees of $5,743 and administrative expenses of $18. This compares with
expenses during the three (3) months ended January 31, 2009, consisting
professional fees of $5,669 and administrative expenses of $55.
The Company recognized a loss of $155 on foreign exchange for the quarter
ended January 31, 2010, compared to gain of $585 on foreign exchange during
the quarter from the prior year.
The Company posted a loss of $70,291 for the quarter ended January 31, 2010,
compared to a loss of $69,513 for the same period from the previous year.
From inception (February 9, 2005) to January 31, 2010, the Company incurred a
total loss of $3,789,733. The principle components of losses from inception
were professional fees of $211,462, administrative expenses of $154,440,
exploration costs of $29,750, listing and filing costs of $48,390, investor
relation expenses of $35,670, interest expense of $581,941, impairment loss
of mineral rights of $2,728,000 and foreign translation loss of $80.
For the nine (9) months ended January 31, 2010, operating expenses were
$12,339 compared to $22,887 for the nine (9) months ended January 31, 2009.
This decrease of $10,548 was due to a decrease in administrative expenses,
professional fees and listing and filing costs.
The Company recognized a loss of $6,101 on foreign translation for the nine
(9) months ended January 31, 2010, compared to a gain of $7,251 during the
same period from the previous year.
The Company posted a loss of $211,564 for the nine (9) months ended
January 31, 2010, compared to a loss of $205,348 for the same period from
the previous year. The increase in the loss was due to interest expense and
a foreign exchange loss.
Subsequent Events
None.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
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Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No.
168"). Under SFAS No. 168 the "FASB Accounting Standards Codification"
("Codification") will become the source of authoritative US GAAP to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. On the effective date, the
Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative.
SFAS No. 168 is effective for the Company's interim quarterly period
beginning July 1, 2009. The Accounting Standards Codification only changes
the referencing of financial accounting standards and does not change or
alter existing GAAP. The Company does not expect the adoption of SFAS No. 168
to have an impact on the financial statements.
In June 2009, the FASB issued FASB ASC 855-10, "Subsequent Events." FASB
ASC855-10 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. FASB ASC 855-10 applies
to both interim financial statements and annual financial statements. FASB
ASC 855-10 is effective for interim or annual financial periods ending after
June 15, 2009. The adoption of FASB ASC 855-10 during the period did not have
a material impact on the Company's financial position, cash flows or results
of operations.
In August 2009, the FASB issued ASU 2009-05 which includes amendments to
Subtopic 820-10, "Fair Value Measurements and Disclosures-Overall". The
update provides clarification that in circumstances, in which a quoted price
in an active market for the identical liability is not available, a reporting
entity is required to measure fair value using one or more of the techniques
provided for in this update. The amendments in this ASU clarify that a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability and also clarifies that both a quoted price in an
active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. The guidance provided in this ASU is
effective for the first reporting period, including interim periods,
beginning after issuance. The adoption of this standard did not have a
material impact on the Company's consolidated financial position and results
of operations
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The following various other pronouncement (ASU) as announced by FASB have
have no material effect on the Company financial statements: ASU 2010-08
Technical Correction to Various Topics issue February 2010, ASU 2010-07 Not
for Profit entities issued January 2010, ASU 2010-06 Fair Value Measurements
and Disclosures issued January 2010, ASU 2010-05 Compensation- Stock
Compensation issued January 2010, ASU 2010-03 Extractive Activities-Oil and
Gas Issued January 2010, ASU 2010-02 Consolidation issued January 2010, ASU
2001-01 Equity issued January 2010, ASU 2009-17 Consolidations issued
December 2009, ASU 2009-16 Transfers and Servicing issued December 2009, ASU
2009-15 Accounting for Own-Share Lending Arrangements issued October 2009,
ASU 2009-13 Revenue Recognition issued October 2009, ASU 2009-12 Fair Value
Measurements and Disclosures issued September 2009, ASU 2009-06 Income Taxes
issued September 2009, EITF No. 09-1 Accounting for Own-Share Lending
Arrangements issued July 2009.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business
operations. The list is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by accounting principles generally
accepted in the United States, with no need for management's judgment in
their application. The impact and any associated risks related to these
policies on our business operations are discussed throughout Management's
Plan of Operations where such policies affect our reported and expected
financial results. Note that our preparation of the financial statements
requires us to make estimates and assumptions that affect the reported amount
of assets and liabilities, disclosure of contingent assets and liabilities at
the date of our financial statements, and the reported amounts of revenue and
expenses during the reporting period. There can be no assurance that actual
results will not differ from those estimates
Going Concern
The Company has not attained profitable operations and is dependent upon
obtaining financing to pursue its business objectives. For these reasons,
the Company's auditors stated in their report on the Company's audited
financial statements that they have substantial doubt the Company will be
able to continue as a going concern without further financing.
The Company may continue to rely on equity sales of the common shares in
order to continue to fund the Company's business operations. Issuances of
additional shares will result in dilution to existing stockholders. There is
no assurance that the Company will achieve any additional sales of the equity
securities or arrange for debt or other financing to fund planned business
activities.
Item 3. Controls and Procedures
As of the end of the nine (9) months ended January 31, 2010, there were no
changes in our internal control over financial reporting that occurred that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
20
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
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
RAVEN GOLD CORP.
By: /s/ Mike Wood
-----------------------------------------
Mike Wood
President and Chief Executive Officer
(acting principal financial officer)
Date: March 15, 2010
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