10-K 1 ravengoldk.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 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) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 12 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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 definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): 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 August 12, 2010, 35,240,000 shares of the Registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PART I Page No. Item 1 Business 2 Item 1A Risk Factors 3 Item 1B Unresolved Staff Comments 3 Item 2 Properties 3 Item 3 Legal Proceedings 3 Item 4 Submission of Matters to a Vote of Security Holders 3 PART II Item 5 Market for Registrant's Common Equity, Related 4 Stockholder Matters and Issuer Purchases of Equity Securities Item 6 Selected Financial Data 4 Item 7 Management's Discusson and Analysis of Financial 5 Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk 7 Item 8 Financial Statements and Supplementary Data 7 Item 9 Changes in and Disagreements With Accountants on 7 Accounting and Financial Disclosure Item 9A Controls and Procedures 7 Item 9B Other Information 8 PART III Item 10 Directors, Executive Officers and Corporate Governance 9 Item 11 Executive Compensation 11 Item 12 Security Ownership of Certain Beneficial Owners and 11 Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and 11 Director Independence Item 14 Principal Accountant Fees and Services 11 PART IV Item 15 Exhibits and Financial Statement Schedules 12 Signatures Index to Consolidated Financial Statements of Raven Gold Corp. F-1 FORWARD-LOOKING STATEMENTS This report, including information included in, or incorporated by reference from future filings by us with the SEC, as well as information contained in written material, press releases and oral statements issued by us or on our behalf, contain, or may contain, certain statements that are "forward-looking statements" within the meaning of federal securities laws that are subject to a number of risks and uncertainties, many of which are beyond our control. This report modifies and supersedes documents filed by us before this report. In addition, certain information that we file with the SEC in the future will automatically update and supersede information contain in this report. All statements, other than statements of historical fact, included or incorporated by reference in this report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements may include statements about our business strategy, reserves, technology, financial strategy, oil and natural gas realized prices, timing and amount of future production of oil and natural gas, the amount, nature and timing of capital expenditures, drilling of wells, competition and government regulations, marketing of oil and natural gas, property acquisitions, costs of developing our properties and conducting other operations, general economic conditions, uncertainty regarding our future operating results and plans, objectives, expectations and intentions contained in this report that are not historical. All forward-looking statements speak only as of the date of this report, and, except as required by law, we do not intend to update any of these forward- looking statements to reflect changes in events or circumstances that arise after the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 1 ITEM 1. BUSINESS Overview Unless the context otherwise requires, all references in this report to "Raven Gold," "our," "us," "we" and the "Company") refer to Raven Gold Corp. We were originally incorporated on February 9, 2005, in the State of Nevada under the name of Riverbank Resources, Inc., as a developmental stage company. Subsequently, we changed our name to Raven Gold Corp. The Company's principal executive offices are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. The Company's telephone number is (405) 728-3800. We are in the business of the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We intend to explore for base and precious metals on our property. There can be no assurances that valuable minerals exist on our property until proper geological work and analysis is performed. Our property has no proven or probable mineral reserves. There is no assurance that a commercially viable mineral deposit exists on our property. Further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or exploit those resources. Even if we complete an exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit would constitute a reserve (a reserve is a commercially viable mineral deposit). Compliance with Government Regulation We will be required to conduct all mineral exploration activities in accordance with the state and federal regulations. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations. We have had no material costs related to compliance and/or permits in recent years, and anticipate no material costs in the next year. We will not be required to obtain a permit in order to conduct Phases 1 and 2 of our proposed exploration program. 2 Competition There is aggressive competition within the mineral industry to discover and acquire mining properties considered to have commercial potential. We compete for the opportunity to participate in promising exploration projects with other entities, many of which have greater resources than us. In addition, we compete with others in efforts to obtain financing to explore and develop mineral properties. Employees At April 30, 2009, we had 1 employee. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. To the extent that we are successful in developing our business and in our efforts to diversify our business, we would anticipate hiring additional employees/contractors in the next year to handle anticipated growth. We consider our relations with our employees to be good. ITEM 1A. RISK FACTORS Not applicable. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Corporate Office Our corporate office is currently located at 7250 N.W. Expressway, Suite 260, Oklahoma City, OK 73132. Our office space is provided on a rent-free basis. ITEM 3. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 3 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Common Stock Our common stock is traded on the OTC Bulletin Board and is quoted under the symbol "RVNG.OB." The following quotations were obtained from Yahoo Finance and reflect interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. There have been no reported transactions in our stock for certain of the trading days during the periods reported below. The following table sets forth the high and low bid prices for our common stock on the OTC Bulletin Board for the periods indicated (as adjusted for stock splits): Fiscal Year Ended April 30, 2010: High Low ---- --- 0.013 0.001 Fiscal Year Ended April 30, 2009: High Low ---- --- 0.30 0.0006 Holders of the Common Stock At the date of this report, we had 17 stockholders of record. Dividends Our dividend policy for holders of common stock is to retain earnings to support the expansion of operations through organic growth or by strategic acquisitions. We have not previously paid any cash dividends, and we do not intend to pay cash dividends in the near future. Any future cash dividends will depend on our future earnings, capital requirements, financial condition and other factors deemed relevant by the Board of Directors. ITEM 6. SELECTED FINANCIAL DATA Not applicable. 4 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview Unless the context otherwise requires, all references in this report to "Raven Gold," "our," "us," "we" and the "Company") refer to Raven Gold Corp. We were originally incorporated on February 9, 2005, in the State of Nevada under the name of Riverbank Resources, Inc., as a developmental stage company. Subsequently, we changed our name to Raven Gold Corp. The Company's principal executive offices are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. The Company's telephone number is (405) 728-3800. Liquidity and Capital Resources At April 30, 2010 the Company had a working capital deficiency of $3,253,216 as compared to $3,021,549 as at April 30, 2009, The total assets of the Company were $213, compared to total assets of $287 at February 28, 2009, consisting of cash. At April 30, 2010 the total current liabilities of the Company increased to $3,253,429 from $3,021,836 at April 30, 2009. This increase in current liabilities was due to loans from accounts payable and accrued interest. The Company had a negative cash flow of $44,601 from operating activities for the twelve months ended April 30, 2010 ($1,548 - 2009) a decrease of cash outflow of $42,979 resulting from a decrease in accounts payable and foreign currency translation costs. Cash inflow from financing activities was $44,527 for the twelve months ended April 30, 2010 ($Nil - 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 $3,854,363 as of April 30, 2010 ($3,578,169 - 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 April 30, 2010 was 35,240,000 (35,240,000 - 2009). At April 30, 2010 there was no bank debt. 5 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 twelve (12) months ended April 30, 2010 operating expenses were $13,046 compared to $35,836 for the twelve (12) months ended April 30, 2009. This decrease of was due to a decrease in professional fees, listing and filing expenses and administration. The Company posted a net loss of $276,194 for the twelve (12) months ended April 30, 2010, compared to a net loss of $282,197 for the twelve (12) months ended April 30, 2009. From inception (February 9, 2005) to April 30, 2010, the Company incurred a total net loss of $3,854,363. The principle components of the losses from inception were professional fees of $211,712, administrative expenses of $154,458, exploration costs of $29,750, listing and filing costs of $48,829, investor relation expenses of $35,670, interest expense of $644,381, impairment loss of mineral rights of $2,728,000 and foreign translation loss of $1,563. 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. 6 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 7A. QUANTITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements and Financial Statement Schedules - See Index to Consolidated Financial Statements and Schedules immediately following the signature page of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to its management, including its principal executive and principal financial officers (whom we refer to in this periodic report as our Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of its Certifying Officers, the effectiveness of its disclosure controls and procedures as of April 30, 2010, pursuant to Rule 13a-15 under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of April 30, 2010, our disclosure controls and procedures were effective. 7 Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Our controls are designed to provide reasonable assurance that our assets are protected from unauthorized use and that transactions are executed in accordance with established authorizations and properly recorded. Management used the framework set forth in the report entitled "Internal Control-Integrated Framework" published by the Committee of Sponsoring Organizations of the Treadway Commission (referred to as "COSO") to evaluate the effectiveness of our internal control over financial reporting as of April 30, 2010. Based on that evaluation, management concluded that the design and operations of our internal controls over financial reporting at April 30, 2010 were effective and provided reasonable assurance that the books and records accurately reflected our transactions. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. ITEM 9B. OTHER INFORMATION None. 8 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Board of Directors is currently composed of four (4) persons. The following is a list of the current members of our Board of Directors, including each member's age, the year he became a director of the Company and his current position with the Company: Name Age Director Since Position Mike Wood 49 2007 Director, President and Chief Executive Officer Sam E. Caruso 46 2008 Director Francis D.A. Forbes III 46 2007 Director Michael Sandidge 2007 Director Set forth below is a brief description of the background and business experience of our executive officers and directors. Mike Wood President and Director Mr. Wood is from Oklahoma and is a partner in several business ventures including Oklahoma Casino Management systems that control all back-end aspects of casinos, 3D Electronics Imaging and Interactive Games. Mr. Wood has an excellent track record in bringing companies from start-up stage to fruition. Sam E. Caruso Director Mr. Caruso is from Oklahoma and has held the position of President and Chief Executive Officer for BKJ Solutions, Inc. a construction management company for the past three years. Under his leadership the company increased revenues from $500,000 per year to a projected $50,000,000 for 2008. In addition to his current duties with BKJ Solutions, Inc., Mr. Caruso also sits on the Board of Directors for the Apache Tribe of Oklahoma Gaming Development Board. Mr. Caruso is also in the second year of a three term as a Gaming Commissioner for the Seminole Nation of Oklahoma. In addition, Mr. Caruso is currently serving as President-Elect for the American Indian Chamber of Commerce of Oklahoma. Sam is also the co-founder of Oklahoma Indian Gaming and Tourism Magazine. Mr. Caruso also holds a Master of Business Administration degree. 9 Francis D.A. Forbes III Director Mr. Forbes III, resides predominantly in Mexico and specializes in consulting to companies doing business in Mexico. Mr. Forbes, is fluent in English, French and Spanish and was born in Koln, West Germany. Mr. Forbes, has been instrumental in many projects in Mexico, due to his political and government contacts. Many of these projects include major real estate and land developments. Michael Sandidge Director Mr. Sandidge is a Registered Professional Geologist in Washington State, and has a Master's Degree in Geological Sciences from the University of Texas at El Paso. He has worked as an exploration geologist for more than 20 years, having worked in more than 50 countries. His broad range of experience includes porphyry copper, copper-gold systems in Mexico and South America and southwest Pacific, IOCG (Iron Oxide Copper Gold) in Chile, epithermal precious metal systems in Latin America, sedimentary-hosted base metal deposits in Latin America, ultramafic-mafic base metal-PGM deposits in Scandinavia and northwest Russian Federation, and sediment-hosted uranium deposit types in western United States. He has authored or co-authored more than 15 scientific articles relating to structural geology, metallogenesis, and tectonics. Mr. Sandidge has affiliations with the Society of Economic Geologists, the Society of Geology Applied to Mineral Deposits, is a qualified person under NI 43-101 (Canadian National Instrument Qualified Person standards), and is a Washington State Professional Geologist. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish US with copies of all Section 16(a) forms they file. Forms 3 for Messrs. Wood, Caruso, Forbes and Sandidge have yet to be filed and are delinquent as of the date of this report. Code of Ethics As of the date of this report, we have not adopted a code of ethics. We have not implemented a code of ethics due to the limited nature of our operations. 10 Corporate Governance We do not presently does not have an audit committee of the board of directors due to the early stage of our operations and the fact that we have only recently started to acquire leases and working interests in oil and gas properties. Additionally, our size makes it impractical to implement board committees at this point. ITEM 11. EXECUTIVE COMPENSATION Our directors and executive officers received no compensation during the last three fiscal years and no compensation has accrued. There are no securities authorized for issuance under any equity compensation plan, or any options, warrants, or rights to purchase our common stock. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of July 30, 2009, based upon ownership filings with the SEC, we have no shareholders that beneficially own more than 5% of our outstanding shares of common stock. As of July 30, 2009, none of our directors or named executive officers owned any shares of our common stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Director Independence The Board has determined that all of the directors other than Mike Wood are "independent" as defined by Nasdaq Rule 4200(a)(15). ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth information regarding the amount billed to us by our independent auditor for the fiscal years ended April 30, 2010 and April 30, 2009: Year Ended April 30, 2010 2009 ------- ------- Audit Fees $13,000 $13,000 Audit-Related Fees - - Tax Fees - - All Other Fees - - 11 Audit fees consist of billings for professional services rendered for the audit of our company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports that are normally provided by independent accounting firms in connection with regulatory filings, including audit services performed related to mergers and acquisitions. Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit- related fees, tax fees and other fees incurred by us for the year ended April 30, 2008, were approved by our board of directors. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Number* Description of Exhibit Location Item 3 Articles of Incorporation and Bylaws 3.1 Articles of Incorporation Incorporated by reference from our Form SB-2 Registration Statement, filed on March 24, 2005). 3.2 Bylaws, as amended Incorporated by reference from our Form SB-2 Registration Statement, filed on March 24, 2005 3.3 Certificate of Change Incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2006). Item 23 23.1 Consent of Independent Registered Filed herewith Public Accounting Firm electronically Item 31 Rule 13a-14(a)/15d-14(a) Certifications Filed herewith 31.1 Certification of Chief Executive electronically Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Item 32 Section 1350 Certifications Filed herewith 32.1 Certification of Chief Executive electronically Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 12 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Raven Gold Corp. ---------------- (Registrant) By: /s/ Mike Wood ---------------------------- Mike Wood President and Chief Executive Officer (acting principal financial officer) Date: August 13, 2010 Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Mike Wood Director August 13, 2010 Mike Wood /s/ Sam E. Caruso Director August 13, 2010 Sam E. Caruso /s/ Francis D.A. Forbes III Director August 13, 2010 Francis D.A. Forbes III ___________________________ Director Michael Sandidge 13 EXHIBIT INDEX Exhibit Number* Description of Exhibit Location Item 3 Articles of Incorporation and Bylaws 3.1 Articles of Incorporation Incorporated by reference from our Form SB-2 Registration Statement, filed on March 24, 2005). 3.2 Bylaws, as amended Incorporated by reference from our Form SB-2 Registration Statement, filed on March 24, 2005 3.3 Certificate of Change Incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2006). Item 23 23.1 Consent of Independent Registered Filed herewith Public Accounting Firm electronically Item 31 Rule 13a-14(a)/15d-14(a) Certifications Filed herewith 31.1 Certification of Chief Executive electronically Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Item 32 Section 1350 Certifications Filed herewith 32.1 Certification of Chief Executive electronically Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 14 Raven Gold Corp. Audited Financial Statements And Report of Independent Registered Public Accounting Firm Years Ended April 30, 2010 and April 30, 2009 PART I - FINANCIAL INFORMATION RAVEN GOLD CORP. ITEM 1. FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheets for the years ended April 30, 2010 and F-3 April 30, 2009 Statements of Operations for the years ended F-4 April 30, 2010 and April 30, 2009 Statements of Stockholders' (Deficit) for the years ended F-5 April 30, 2010 and April 30, 2009 Statements of Cash Flows for the years ended F-6 April 30, 2010 and April 30, 2009 Notes to the Financial Statements F-7 F-1 SEALE AND BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS -------------------------------- www.sealebeers.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Board of Directors Raven Gold Corp. (An Exploration Stage Company) We have audited the accompanying balance sheets of Raven Gold Corp. (An Exploration Stage Company) as of April 30, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended April 30, 2010 and 2009, and since inception (February 9, 2005) through April 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Raven Gold Corp. (An Exploration Stage Company) as of April 30, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended April 30, 2010 and 2009, and since inception (February 9, 2005) through April 30, 2010, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not yet achieved profitable operations, and has accumulated losses of $3,854,363 since inception which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Seale and Beers, CPAs ------------------------- Seale and Beers, CPAs Las Vegas, Nevada August 12, 2010 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351 F-2 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Balance Sheets (Stated in US Dollars)

The accompanying notes are an integral part of these financial statements F-3 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) STATEMENTS OF OPERATIONS (Stated in US Dollars)

The accompanying notes are an integral part of these financial statements F-4 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Statements of Stockholders' Equity (Deficit) from Inception (February 9, 2005) to April 30, 2010 (Stated in US Dollars)

The accompanying notes are an integral part of these financial statements F-5 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Statements of Cash Flows (Stated in US Dollars)

The accompanying notes are an integral part of these financial statements F-6 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) 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 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. At April 30, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $3,854,363 since inception, has a working capital deficiency of $3,253,216 ($3,021,549 - 2009). These factors raise substantial doubt regarding the Company's ability to continue as a going concern. Note 2 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. F-7 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) 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) Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As at April 30, 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. F-8 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) c) Use of estimates The preparation of 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 April 30, 2010, there were no dilutive securities outstanding. F-9 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) 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. F-10 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) 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 SFAS No. ASC 740 "Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109 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. F-11 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) 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 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. F-12 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 3 Acquisition and Impairment of Mineral Rights The Company's mineral rights and impairment of mineral rights are summarized as follows: Acquired Cost ---------------------------------- Big Mike Border Gold property located in the Skeena Mining District of British Columbia, Canada April 26, 2005 $ 3,000 Las Minitas gold property in Mexico August 23, 2006 325,000 La Currita gold leases in Mexico August 23, 2006 1,900,000 Joint Venture La Currita gold property in Mexico August 23, 2006 500,000 ---------------------------------- 2,728,000 Write down and impairment of mineral rights April 30, 2008 (2,728,000) ---------------------------------- $ 0.00 Note 4 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. F-13 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 5 Loans Related Party The Company's outstanding loans related party and accrued interest related party are summarized as follows: Loans Related Party Accrued interest April 30 April 30 2010 2009 2010 2009 ----------------------------------------- 1230144 Alberta Ltd. $ 200,000 $ 200,000 $ 50,247 $ 30,082 Coach Capital, LLC 1,879,000 1,879,000 457,545 269,646 Paradisus Investment Corp. 200,000 200,000 53,863 33,863 RPMJ Corporate Communications Ltd. 50,000 50,000 15,041 10,041 Zander Investment Limited 225,000 225,000 67,685 45,185 ----------------------------------------- $2,554,000 $2,554,000 $ 644,381 $ 388,817 ----------------------------------------- At April 30, 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. Interest expense related to the related party loans at April 30, 2010 was $255,564 ($251,991 - 2009). Note 6 Accounts Payable Other At April 30, 2010 the Company has accounts payable other outstanding of $13,323, 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. F-14 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 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. F-15 RAVEN GOLD CORP. (formerly Riverbank Resources Inc.) (An Exploration Stage Company) Notes to the Financial Statements April 30, 2010 and 2009 (Stated in US Dollars) Note 9 Income Taxes At April 30, 2010, the Company had a net operating loss carry forward of $3,854,363 which will begin to expire in 2025. A valuation allowance has been provided for the deferred tax assets as it is uncertain whether the Company will have future taxable income. A reconciliation of the benefit for income taxes with amounts determined by applying the statutory federal income tax rate (34%) to the loss before income taxes is as follows: --------------------- 2010 2009 --------------------- Benefit for income taxes computed using the statutory rate of 34% $ 93,906 $ 95,947 Non-deductible expense - - Change in valuation allowance (93,906) (95,947) --------------------- Provision for income taxes $ - $ - ===================== Significant components of the Company's deferred tax assets were as follows at April 30, 2010 and 2009. -------------------------- 2010 2009 -------------------------- Deferred tax assets and liabilities: Tax operating loss carry forward 3,854,363 3,578,169 Valuation allowance (3,854,363) (3,578,169) -------------------------- Net deferred tax asset $ - $ - ========================== Note 10 Subsequent Events The Company has evaluated subsequent events through August 13, 2010, the date which the financial statements were available to be issued with no subsequent events to be reported. F-16

RAVEN GOLD CORP 10-K