Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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 December 13, 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)
October 31, April 30,
2010 2010
(Unaudited) (Audited)
Assets ------------- -------------
Current Assets
Cash and equivalents $ 174 $ 213
------------- -------------
Total current assets $ 174 $ 213
------------- -------------
Total assets $ 174 $ 213
============= =============
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 52,791 $ 38,625
Accounts payable other 13,265 13,323
Advances from related party 3,100 3,100
Accrued interest related party 773,130 644,381
Loans payable related party 2,554,000 2,554,000
------------- -------------
Total current liabilities 3,396,286 3,253,429
------------- -------------
Total liabilities 3,396,286 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 (3,997,259) (3,854,363)
------------- -------------
Total stockholders' deficit (3,396,112) (3,253,216)
------------- -------------
Total liabilities and stockholders' deficit $ 174 $ 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 Six months ended 2005 to
October 31, October 31, October 31,
2010 2009 2010 2009 2010
------------- ------------- ------------- ------------- -------------
Expenses
Exploration
costs and
expenses$ - $ - $ - $ - $ 29,750
General and
administrative 18 47 36 78 154,494
Professional
fees 1,000 3,000 7,500 6,500 219,212
Listing and
filing 711 - 6,736 - 55,565
Investor
relations - - - - 35,670
------------- ------------- ------------- ------------- -------------
Total
expenses 1,729 3,047 14,272 6,578 494,691
------------- ------------- ------------- ------------- -------------
Loss before
other income
and expenses (1,729) (3,047) (14,272) (6,578) (494,691)
Other income
and (expenses)
Interest
expense (64,375) (64,375) (128,750) (128,750) (773,131)
Foreign currency
translation
(loss) (233) 115 126 (5,946) (1,437)
Impairment (loss)
of mineral
rights - - - - (2,728,000)
------------- ------------- ------------- ------------- -------------
Total other
income
(expense) (64,608) (64,260) (128,624) (134,696) (3,502,568)
------------- ------------- ------------- ------------- -------------
Net loss
for the
period $ (66,337) $ (67,307) $ (142,796) $ (141,274) $ (3,997,259)
============= ============= ============= ============= =============
Net Loss Per
Share Basic
and Diluted
on 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 February 9, 2005 (Date of Inception) to October 31, 2010
(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
October 31,
2010 (142,896) (142,896)
------------ --------- --------- ------------ ------------
Balance as
at October 31,
2010 35,240,000 $ 35,240 $565,907 $(3,997,259) $(3,396,112)
============ ========= ========= ============ ============
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,
Six months ended 2005 to
October 31, October 31,
2010 2009 2010
------------- ------------- -------------
Operating Activities
Net loss for the period $ (142,896) $ (141,274) $ (3,997,259)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase (decrease) in accounts
payable and expenses 14,108 (31,227) 66,056
Increase in accrued interest 128,749 128,749 773,130
Impairment of mineral properties - - 2,725,000
------------- ------------- -------------
Cash used in operating activities (39) (43,752) (433,073)
------------- ------------- -------------
Investing Activities
Purchase of mineral rights - - (2,225,000)
------------- ------------- -------------
Cash used in investing activities - - (2,225,000)
------------- ------------- -------------
Financing Activities
Contribution of capital - 43,700 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 - 43,700 2,658,247
------------- ------------- -------------
Increase (decrease) in cash
during the period (39) (52) 174
Cash, beginning of the period 213 287 -
------------- ------------- -------------
Cash, end of the period $ 174 $ 235 $ 174
============= ============= =============
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
October 31, 2010
(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 $3,997,259 since inception and a working capital
deficiency of $3,396,112 and $3,253,216 as of October 31, 2010 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
The information presented in the accompanying interim six 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, 2010 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, 2010
annual audited financial statements.
6
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 2 Summary of Significant Accounting Policies (Continued)
The interim 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) Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less. As at October 31, 2010, cash and cash
equivalents consist of cash only.
b) 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.
Monetary assets and liabilities denominated in foreign currencies are
translated in accordance with ASC 830, "Foreign Currency Matters".
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.
7
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 2 Summary of Significant Accounting Policies (Continued)
c) Use of estimates
The preparation of interim financial statements in conformity with US
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company regularly evaluates estimates and
assumptions related to donated expenses, and deferred income tax valuations.
The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities and the accrual of costs
and expenses that are not readily apparent from other sources. The actual
results experienced by the Company may differ materially and adversely from
the Company's estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be
affected.
d) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC subtopic
718-10 "Compensation - Stock Compensation" using the fair value method. The
Company has not issued any stock options since its inception.
e) Basic and Diluted Net (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." Basic EPS is computed by dividing net loss available
to common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
potentially dilutive common shares outstanding during the period. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive. At October 31, 2010, there were no
dilutive securities outstanding.
8
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 2 Summary of Significant Accounting Policies (Continued)
f) Financial Instruments
Pursuant to ASC 820, "Fair Value Measurements and Disclosures", and ASC 825,
"Financial Instruments", an entity is required to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820 establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure fair
value. A financial instrument's categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. ASC 820 prioritizes the inputs into three levels that
may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other
than quoted prices that are observable for the asset or liability such as
quoted prices for similar assets or liabilities in active markets; quoted
prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities
and notes payable. Pursuant to ASC 820, the fair value of cash is determined
based on "Level 1" inputs, which consist of quoted prices in active markets
for identical assets. The Company believes that the recorded values of all of
the other financial instruments approximate their current fair values because
of their nature and respective maturity dates or durations.
9
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 2 Summary of Significant Accounting Policies (Continued)
g) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has adopted
ASC 740 "Accounting for Income Taxes" as of its inception. Pursuant to
ASC 740 the Company is required to compute tax asset benefits for net
operating losses carried forward. Potential benefit of net operating losses
have not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years.
h) Business Segments
The Company operates in one segment and therefore segment information is not
presented.
i) Recent Accounting Pronouncements
In June 2009, the FASB issued guidance under ASC 105, "Generally Accepted
Accounting Principles." This guidance established a new hierarchy of GAAP
sources for non- governmental entities under the FASB Accounting Standards
Codification. The Codification is the sole source for authoritative U.S. GAAP
and supersedes all accounting standards in U.S. GAAP, except for those issued
by the SEC. The guidance was effective for financial statements issued for
reporting periods ending after September 15, 2009. The adoption had no impact
on the Company's financial position, cash flows or results of operations.
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 did not have a material impact
on the Company's financial position, cash flows or results of operations.
10
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 2 Summary of Significant Accounting Policies (Continued)
i) Recent Accounting Pronouncements (Continued)
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain
Entities That Calculate Net Asset Value per Share (or Its Equivalent). This
update provides amendments to Topic 820 for the fair value measurement of
investments in certain entities that calculate net asset value per share (or
its equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements
for earlier interim and annual periods that have not been issued. The Company
does not expect the provisions of ASU 2009-12 to have a material effect on
the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU 2010-
01 to have a material effect on the financial position, results of operations
or cash flows of the Company.
The following various other pronouncement (ASU) as announced by FASB 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.
11
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 3 Advances 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.
Note 4 Loans Related Party
The Company's outstanding loans related party and accrued interest related
party are summarized as follows:
Loans Related Party Accrued interest
Oct. 31, April 30, Oct. 31, April 30,
2010 2010 2010 2010
---------- ---------- ---------- ----------
1230144 Alberta Ltd. $ 200,000 $ 200,000 $ 60,329 $ 50,247
Coach Capital, LLC 1,879,000 1,879,000 552,267 457,545
Paradisus Investment Corp. 200,000 200,000 63,945 53,863
RPMJ Corporate Communications Ltd. 50,000 50,000 17,562 15,041
Zander Investment Limited 225,000 225,000 79,027 67,685
---------- ---------- ---------- ----------
$2,554,000 $2,554,000 $ 773,130 $ 644,381
At October 31, 2010 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 $128,750 for the six
months ended October 31, 2010.
Note 5 Accounts Payable Other
At October 31, 2010 the Company has accounts payable other outstanding of
$13,265, 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.
12
RAVEN GOLD CORP.
(formerly Riverbank Resources Inc.)
(An Exploration Stage Company)
Condensed Notes to the Financial Statements
October 31, 2010
(Stated in US Dollars)
(Unaudited)
Note 6 Stockholders' Equity
During 2005, the Company issued 6,420,000 shares of common stock to its
founders for cash of $6,420 ($0.001 per share)
During 2005, the Company issued 1,004,000 shares of common stock for cash of
$50,200 ($0.05 per share).
In June 2006 the Company performed a 5:1 forward split of its common stock
for a total of 37,120,000 shares issued and outstanding.
On October 6, 2006 the Company entered into an agreement to acquire certain
mineral properties from Tara Gold Resources Corp. Terms of the agreement
required the Company to issue 500,000 restricted shares of common stock of
the Company. On October 6 the Company issued the required restricted common
stock of the Company for a stock subscription price of $100,000 ($0.20 per
share).
In March 2007 the Company increased the authorized capital of common stock to
500,000,000.
In March 2007 the Company performed a 2:1 forward split of its common stock
for a total of 75,240,000 shares issued and outstanding.
On March 6, 2008 the Company received a surrender of 40,000,000 shares of
common stock surrendered by stockholders.
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.
Note 7 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.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Liquidity and Capital Resources
At October 31, 2010 the Company had a working capital deficiency of
$3,396,112 as compared to $3,253,216 as at April 30, 2010. The total assets
of the Company were $174, compared to total assets of $213 at April 30, 2010,
consisting of cash.
At October 31, 2010 the total current liabilities of the Company increased to
$3,396,286 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 $39 from operating activities for the
six months ended October 31, 2010 ($43,752 - 2009) a decrease of cash outflow
of $43,713 resulting from an increase in accounts payable and accrued
interest payable.
Cash inflow from financing activities was $Nil for the six months ended
October 31, 2010 ($43,700 - 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 $3,997,259 as of October 31,
2010 ($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 October 31, 2010 was 35,240,000
(35,240,000 - at April 30, 2010).
At October 31, 2010 there was no bank debt.
14
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 October 31, 2010 operating expenses were $1,729
compared to $3,047 for the three months ended October 31, 2009. This decrease
of $1,318 was due to a decrease in professional fees and general and
administrative expenses.
The Company posted a net loss of $66,337 for the three months ended October
31, 2010, compared to a net loss of $67,307 for the three months ended
October 31, 2009. From inception (February 9, 2005) to October 31, 2010, the
Company incurred a total net loss of $3,997,259. The principal components of
the losses from inception were professional fees of $219,212, administrative
expenses of $154,494, exploration costs of $29,750, listing and filing costs
of $55,565, investor relation expenses of $35,670, interest expense of
$773,131, impairment loss of mineral rights of $2,728,000 and foreign
translation loss of $1,437.
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.
15
Item 3. Controls and Procedures
For the six months ended October 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.
16
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
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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
17
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: December 13, 2010
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