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, 2011
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
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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 14, 2011, 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,
2011 2010
(Unaudited) (Audited)
Assets ------------- -------------
Current Assets
Cash and equivalents $ 158 $ 213
------------- -------------
Total current assets $ 158 $ 213
------------- -------------
Total assets $ 158 $ 213
============= =============
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 54,596 $ 38,625
Accounts payable other 13,513 13,323
Advances from related party 3,100 3,100
Accrued interest related party 837,505 644,381
Loans payable related party 2,554,000 2,554,000
------------- -------------
Total current liabilities 3,462,714 3,253,429
------------- -------------
Total liabilities 3,462,714 3,253,429
------------- -------------
Stockholders' Deficit
Preferred stock, $0.001 par value, 1,000,000
shares authorized
Common stock, $0.001 par value,500,000,000
authorized, 35,240,000 shares issued and
outstanding, respectively 35,240 35,240
Additional paid-in capital 565,907 565,907
Deficit accumulated during the exploration stage (4,063,703) (3,854,363)
------------- -------------
Total stockholders' deficit (3,462,556) (3,253,216)
------------- -------------
Total liabilities and stockholders' deficit $ 158 $ 213
============= =============
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
February 9,
Three months ended Nine months ended 2005 to
January 31, January 31, January 31,
2011 2010 2011 2010 2011
------------- ------------- ------------- ------------- -------------
Expenses
Exploration
costs and
expenses$ - $ - $ - $ - $ 29,750
General and
administrative 18 18 54 96 154,512
Professional
fees 1,500 5,743 9,000 12,243 220,712
Listing and
filing - - 6,736 - 55,565
Investor
relations - - - - 35,670
------------- ------------- ------------- ------------- -------------
Total
expenses 1,518 5,761 15,790 12,339 496,209
------------- ------------- ------------- ------------- -------------
Loss before
other income
and expenses (1,518) (5,761) (15,790) (12,339) (496,209)
Other income
and (expenses)
Interest
expense (64,374) (64,374) (193,124) (193,124) (837,505)
Foreign currency
translation
(loss) (552) (155) (426) (6,101) (1,989)
Impairment (loss)
of mineral
rights - - - - (2,728,000)
------------- ------------- ------------- ------------- -------------
Total other
income
(expense) (64,926) (64,529) (193,550) (199,225) (3,567,494)
------------- ------------- ------------- ------------- -------------
Net loss
for the
period $ (66,444) $ (70,290) $ (209,340) $ (211,564) $ (4,063,703)
============= ============= ============= ============= =============
Net Loss Per
Share Basic
and Diluted
on continuing
operations
$ (0.00) $ (0.00) $ (0.01) $ (0.01)
============= ============= ============= =============
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 February 9, 2005 (Date of Inception) to January 31, 2011
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Exploration
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)
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)
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
year (276,194) (276,194)
------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2010 35,240,000 $ 35,240 $565,907 $(3,854,363) $(3,253,216)
Net loss for
the period
ended
January 31,
2011 (209,340) (209,340)
------------ --------- --------- ------------ ------------
Balance as
at October 31,
2010 35,240,000 $ 35,240 $565,907 $(4,063,703) $(3,462,556)
============ ========= ========= ============ ============
The accompanying notes are an integral part of these financial statements
4
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
From Inception
February 9,
Nine months ended 2005 to
January 31, January 31,
2011 2010 2011
------------- ------------- -------------
Operating Activities
Net loss for the period $ (209,340) $ (211,564) $ (4,063,703)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase (decrease) in accounts
payable and expenses 16,161 (26,154) 68,109
Increase in accrued interest 193,124 193,124 837,505
Impairment of mineral properties - - 2,725,000
------------- ------------- -------------
Cash used in operating activities (55) (44,594) (433,089)
------------- ------------- -------------
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
during the period (55) (67) 158
Cash, beginning of the period 213 287 -
------------- ------------- -------------
Cash, end of the period $ 158 $ 220 $ 158
============= ============= =============
The accompanying notes are an integral part of these financial statements
5
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
January 31, 2011
(Stated in US Dollars)
(Unaudited)
Note 1 Nature of Operations and Going Concern
RAVEN GOLD CORP. ("the Company") was incorporated under the name "Riverbank
Resources Inc." under the laws of the State of Nevada on February 9, 2005.
Subsequently, the company changed its name to Raven Gold Corp.
These interim financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America
applicable to a going concern, which assumes that the Company will be able to
meet its obligations and continue its operations for its next twelve months.
Realization values may be substantially different from carrying values as
shown and these financial statements do not give effect to adjustments that
would be necessary to the carrying values and classification of assets and
liabilities should the Company be unable to continue as a going concern. The
continuation of the Company as a going concern is dependent upon the
Company's ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due. Management has no
formal plan in place to address this concern but considers that the Company
will be able to obtain additional funds by equity financing and/or related
party advances, however there is no assurance of additional funding being
available. The Company had not yet achieved profitable operations, has
accumulated losses of $4,063,703 since inception and a working capital
deficiency of $3,462,556 and $3,253,216 as of January 31, 2011 and April 30,
2010 respectively. These factors raise substantial doubt regarding the
Company's ability to continue as a going concern.
Note 2 Summary of Significant Accounting Policies
Management has evaluated all recent accounting pronouncements up to the
issuance of these financial statements and has concluded that none will have
a material impact on the financial position of the Company.
6
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
January 31, 2011
(Stated in US Dollars)
(Unaudited)
Note 3 Loans Related Party
The Company's outstanding loans related party and accrued interest related
party are summarized as follows:
Loans Related Party Accrued interest
Jan. 31, April 30, Jan. 31, April 30,
2011 2010 2011 2010
---------- ---------- ---------- ----------
1230144 Alberta Ltd. $ 200,000 $ 200,000 $ 65,370 $ 50,247
Coach Capital, LLC 1,879,000 1,879,000 599,628 457,545
Paradisus Investment Corp. 200,000 200,000 68,986 53,863
RPMJ Corporate Communications Ltd. 50,000 50,000 18,822 15,041
Zander Investment Limited 225,000 225,000 84,699 67,685
---------- ---------- ---------- ----------
$2,554,000 $2,554,000 $ 837,505 $ 644,381
At January 31, 2011 the Company had promissory notes outstanding totaling
$2,554,000 which are unsecured, bear interest at 10% per annum and are due on
demand. These notes are due from companies who are shareholders of the
Company.
Interest expense related to the related party loans was $193,124 for the nine
months ended January 31, 2011.
Note 4 Accounts Payable Other
At January 31, 2011 the Company has accounts payable other outstanding of
$13,513, 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.
Note 5 Subsequent Events
The Company has determined that there were no subsequent events up to and
including the date of the issuance of these financial statements that warrant
disclosure or recognition in the financial statements.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Liquidity and Capital Resources
At January 31, 2011 the Company had a working capital deficiency of $3,462,556
as compared to $3,253,216 as at April 30, 2010. The total assets of the
Company were $158 at January 31, 2011, compared to total cash assets of $213
at April 30, 2010, consisting of cash.
At January 31, 2011 the total current liabilities of the Company increased to
$3,462,714 from $3,253,429 at April 30, 2010. This increase in current
liabilities was due to an increase from accounts payable and accrued interest.
The Company had a negative cash flow of $55 from operating activities for the
nine months ended January 31, 2011 ($44,594 - 2009) a decrease of cash outflow
of $44,539 resulting from an increase in accounts payable and accrued interest
payable.
Cash inflow from financing activities was $Nil for the nine months ended
January 31, 2011 ($44,527 - 2009) attributable to the renunciation by
consultants to the Company for payment due to the consultants by the Company
and a non-repayable payment for an accounts payable due by the Company.
Total Company had a deficit in the amount of $4,063,703 as of January 31, 2011
($3,854,363 - at April 30, 2010). Historically the Company has incurred losses
and has financed operations through loans and from the proceeds of the
corporation selling shares of our common stock privately.
The number of common shares outstanding at January 31, 2011 was 35,240,000
(35,240,000 - at April 30, 2010).
At January 31, 2011 there was no bank debt.
Results of Operations
Revenues
The Company has not realized any revenues since inception. The Company is
presently operating at an ongoing deficit.
Expenses and loss from operations
For the three months ended January 31, 2011 operating expenses were $1,518
compared to $5,761 for the three months ended January 31, 2010. This decrease
of $4,243 was due to a decrease in professional fees and general and
administrative expenses.
8
The Company posted a net loss of $66,444 for the three months ended
January 31, 2011, compared to a net loss of $70,290 for the three months
ended January 31, 2010. From inception (February 9, 2005) to January 31, 2011,
the Company incurred a total net loss of $4,063,703. The principal components
of the losses from inception were professional fees of $220,7127,
administrative expenses of $154,512, exploration costs of $29,750, listing
and filing costs of $55,565, investor relation expenses of $35,670, interest
expense of $837,505, impairment loss of mineral rights of $2,728,000 and
foreign translation loss of $1,989.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Going Concern
The Company has not attained profitable operations and is dependent upon
obtaining financing to pursue its business objectives. For these reasons,
the Company's auditors stated in their report on the Company's audited
financial statements that they have substantial doubt the Company will be
able to continue as a going concern without further financing.
The Company may continue to rely on equity sales of the common shares in
order to continue to fund the Company's business operations. Issuances of
additional shares will result in dilution to existing stockholders. There is
no assurance that the Company will achieve any additional sales of the equity
securities or arrange for debt or other financing to fund planned business
activities.
Item 3. Controls and Procedures
For the nine months ended January 31, 2011, 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.
9
PART II
Item 1. Legal Proceedings.
We are not currently a party to any legal proceedings and, to our knowledge,
no such proceedings are threatened or contemplated.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
31.1 Rule 13a-14 Certification of Chief Executive Officer and
Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer and
Chief Financial Officer
10
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 14, 2011
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11