10-Q 1 ravenjanq.txt 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 ---------- 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)

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)

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)

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)

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 -------------- 11

RAVEN GOLD CORP 10-Q