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)
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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
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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.
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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
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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.
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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
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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 - -
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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
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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
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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
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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
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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
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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)
April 30, April 30,
2010 2009
------------- -------------
Assets
Current Assets
Cash and equivalents $ 213 $ 287
------------- -------------
Total Assets $ 213 $ 287
============= =============
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 38,625 $ 75,919
Accounts payable other 13,323 -
Advances from related party 3,100 3,100
Accrued interest 644,381 388,817
Loans payable related party 2,554,000 2,554,000
------------- -------------
Total current liabilities 3,253,429 3,021,836
------------- -------------
Total liabilities 3,253,429 3,021,836
------------- -------------
Preferred stock, $0.001 par value, 1,000,000
shares authorized, None issued and outstanding.
Common stock, $0.001 par value,500,000,000
authorized, 35,240,000 shares issued and
outstanding, respectively 35,240 35,240
Additional paid-in capital 565,907 521,380
Deficit accumulated during the exploration stage (3,854,363) (3,578,169)
------------- -------------
Total Stockholders' Deficit (3,253,216) (3,021,549)
------------- -------------
Total Liabilities and Stockholders' Deficit $ 213 $ 287
============= =============
|
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)
From Inception
February 9,
Year Ended 2005 to
April 30, April 30,
2010 2009 2010
------------- ------------- -------------
Expenses
Exploration costs and expenses $ - $ - $ 29,750
General and administrative 114 1,411 154,458
Professional fees 12,493 33,841 211,712
Listing and filing 439 584 48,829
Investor relations - - 35,670
------------- ------------- -------------
Total expenses 13,046 35,836 480,419
------------- ------------- -------------
Loss before other income
and expenses (13,046) (35,836) (480,419)
Other Income and Expenses
Interest expense (255,564) (251,991) (644,381)
Foreign currency translation (loss) (7,584) 5,630 (1,563)
Impairment (loss) of
mineral rights - - (2,728,000)
------------- ------------- -------------
Total other income (expense) (263,148) (246,361) (3,373,944)
------------- ------------- -------------
Net loss for the year $ (276,194) $ (282,197) $ (3,854,363)
============= ============= =============
Net loss per share-
Basic and Diluted on
continuing operations $ (0.00) $ (0.00)
Weighted average number of
shares outstanding 35,240,000 35,240,000
============= =============
|
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)
Deficit
Preferred Accumulated
Shares Common Shares Additional During the
----------- ---------------------- Paid-in Exploration
Shares Amt. Shares Amount Capital Stage Total
------ ---- ------------ --------- --------- ------------ ------------
Capital stock
issued for
cash
February 9,
2005:
-at $0.00001 - $ - 64,200,000 $ 64,200 $(57,780) $ - $ 6,420
-at $0.005 10,040,000 10,040 40,160 - 50,200
Net loss
for the
period
February 9,
2005
(inception)
to April 30,
2005 (7,290) (7,290)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2005 - - 74,240,000 74,240 (17,620) (7,290) 49,330
Net loss
for the
year ended
April 30,
2006 (50,917) (50,917)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
April 30,
2006 - - 74,240,000 74,240 (17,620) (58,207) (1,587)
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
period ended
January 31,
2010 (276,194) (276,194)
------ ---- ------------ --------- --------- ------------ ------------
Balance,
as at
January 31,
2010 - $ - 35,240,000 $ 35,240 $565,907 $(3,854,363) $(3,252,216)
====== ==== ============ ========= ========= ============ ============
|
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)
From Inception
February 9,
Year Ended 2005 to
April 30, April 30,
2010 2009 2010
------------- ------------- -------------
Operating Activities
Net loss for the period $ (276,194) $ (282,197) $ (3,854,363)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase (decrease) in accounts
payable and expenses (23,971) 28,658 51,948
Increase in interest expense 255,564 251,991 644,381
Impairment of mineral properties - - 2,725,000
------------- ------------- -------------
Net Cash used in
operating activities (44,601) (1,548) (433,034)
------------- ------------- -------------
Investing Activities
Purchase of mineral rights - - (2,225,000)
------------- ------------- -------------
Cash used in investing activities - - (2,225,000)
------------- ------------- -------------
Financing Activities
Contribution of capital 44,527 - 44,527
Issuance of common stock - - 56,620
Issuance of promissory
notes payable - - 2,554,000
Due to related party - - 3,100
------------- ------------- -------------
Cash from financing activities 44,527 - 2,658,247
------------- ------------- -------------
Increase (decrease) in cash
and cash equivalents (74) (1,548) 213
Cash and cash equivalents,
beginning of the period 287 1,835 -
------------- ------------- -------------
Cash and cash equivalents,
end of the period $ 213 $ 287 $ 213
============= ============= =============
|
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 (CE) (USOTC:RVNG)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Raven Gold (CE) (USOTC:RVNG)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025