**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, 2009

**OR**

**o**    **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 incorporation or organization) |   |   | (I.R.S. Employer Identification 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)

 

 

Registrant's telephone number, including area code: **(405) 728-3800**

 

|   | 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 oNo 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 oNo 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 o

 

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 oNo o

 

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. o

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 o | Accelerated filer o               |
|---------------------------|-----------------------------------|
| Non-accelerated filer o   |  Smaller reporting company x |

 

 

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes oNo x

 

As of October 31, 2008 (the last business day of the registrant's most recently completed second quarter), the aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $5,170,000 (based upon the closing price of the registrant’s common stock as reported by the OTC Bulletin Board on October 31,                2008).

 

At July 30, 2009, 35,240,000 shares of the Registrant’s Common Stock were outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

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| **TABLE OF CONTENTS**                                          |
|----------------------------------------------------------------|
|                                                           |   |   |
|                                                           | **PART I** |   |
|                                                           |   |   |
|                                                           |   | **Page No.** |
|                                                           |   |   |
| Item 1                                                         | Business | 1 |
| Item 1A                                                        | Risk Factors | 2 |
| Item 1B                                                        | Unresolved Staff Comments | 2 |
| Item 2                                                         | Properties | 2 |
| Item 3                                                         | Legal Proceedings | 2 |
| Item 4                                                         | Submission of Matters to a Vote of Security Holders | 2 |
|                                                           |   |   |
|                                                           | **PART II** |   |
|                                                           |   |   |
| Item 5                                                         | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 2 |
| Item 6                                                         | Selected Financial Data | 3 |
| Item 7                                                         | Management's Discusson and Analysis of Financial Conditionand Results of Operations | 3 |
| Item 7A                                                        | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 8                                                         | Financial Statements and Supplementary Data | 5 |
| Item 9                                                         | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 5 |
| Item 9A                                                        | Controls and Procedures | 5 |
| Item 9B                                                        | Other Information | 6 |
|                                                           |   |   |
|                                                           | **PART III** |   |
|                                                           |   |   |
| Item 10                                                        | Directors, Executive Officers and Corporate Governance | 6 |
| Item 11                                                        | Executive Compensation | 8 |
| Item 12                                                        | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 8 |
| Item 13                                                        | Certain Relationships and Related Transactions, and Director Independence | 8 |
| Item 14                                                        | Principal Accountant Fees and Services | 8 |
|                                                           |   |   |
|                                                           | **PART IV** |   |
|                                                           |   |   |
| Item 15                                                        | Exhibits and Financial Statement Schedules | 9 |
|                                                           |   |   |
| 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.

 

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**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. 

**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 

 

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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. |
|--------|-------|

**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, 2009:** |   | **High** |   | **Low** |
|---------------------------------------|--------|----------|--------|---------|
|                                  |   |     |   |    |
| Quarter ended April 30, 2009          |   | 0.008    |   | 0.0006  |
| Quarter ended January 31, 2009        |   | 0.04     |   | 0.01    |
| Quarter ended October 31, 2008        |   | 0.11     |   | 0.01    |
| Quarter ended July 31, 2008           |   | 0.30     |   | 0.04    |

 

 

 

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| **Fiscal Year Ended April 30, 2008:** |   | **High** |   | **Low** |
|---------------------------------------|--------|----------|--------|---------|
|                                  |   |     |   |    |
| Quarter ended April 30, 2008          |   | 0.80     |   | 0.16    |
| Quarter ended January 31, 2008        |   | 0.92     |   | 0.47    |
| Quarter ended October 31, 2007        |   | 1.36     |   | 0.65    |
| Quarter ended July 31, 2007           |   | 1.81     |   | 0.61    |

 

 

**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.**  **ELECTED FINANCIAL DATA**

 

|   | Not applicable. |
|--------|-----------------|

 

**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.

**Results of Operations**

**Year Ended April 30, 2009 Compared to Year Ended April 30, 2008**

 

Revenues for the year ended April 30, 2009 were $nil ($nil – 2008) with no change from the previous year.

 

For the year ended April 30, 2009, operating expenses totaled $35,836 ($224,475 – 2008). This was a decrease of $188,639 or 84%. This increase was primarily due to a decrease in administrative costs incurred by the Company.

 

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Interest expense for the year ended April 30, 2009 was $251,991 ($136,826 – 2008) an increase of $115,165 due to an increase in the calculation period of outstanding notes payable by the Company from April 30, 2009 and April 30, 2008.

 

The net loss was $282,196 ($3,083,184 – 2008) for the year ended April 30, 2009. The decrease was primarily due to the decrease in impaired mineral rights expense and administrative expenses.

 

On May 9, 2008, we failed to meet our lease commitment on the La Currita gold leases in Mexico. As a result of the default the La Currita leases were terminated. Write down our investment in joint venture was recorded in the year ended April 30, 2008 financial statements.

 

**Liquidity and Capital Resources**

 

Total current assets as of April 30, 2009 were $287 ($1,835 – 2008), all in cash. Additionally, a shareholders deficiency of $3,578,169 as of April 30, 2009 ($3,295,972 – 2008), a direct result of the decreasing expenses during the year ended April 30, 2009. We have historically incurred losses and have financed our operations through loans and from                the proceeds of the corporation selling shares of our common stock privately.

 

The number of common shares outstanding decreased from 75,240,000 to 35,240,000 effective March 8, 2008. This decrease was a result of the surrender of shares by our shareholders.

 

We had a negative cash flow of $1,548 from operating activities for the year ended on April 30, 2009 ($198,836 – 2008), a decrease in cash outflow of approximately 99%.

 

Cash inflow from financing activities was $nil the year ended April 30, 2009 ($479,000 – 2008). This decrease was attributable to our inability to raise financing.

 

Cash outflow from investing activities was $nil for the year ended April 30, 2009 as compared to cash outflow from investing activities of $600,000 for the nine months ended January 31, 2008.($600,000 – 2008).

 

The on-going negative cash flow from operations raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on the ability to raise additional capital and implement its business plan.

 

We have not realized any revenues since inception, and for the year ended April 30, 2009 and are presently operating at an ongoing deficit.

 

We have not attained profitable operations and will require additional funding in order to cover the anticipated professional fees and general administrative expenses and to proceed with the anticipated investigation to identify and purchase new mineral properties worthy of exploration or any other business opportunities that may become available to it. We                anticipate that additional funding will be required in the form of equity financing from the sale of common stock. However, we cannot provide investors with any assurance that sufficient funding from the sale of common stock to fund the purchase and the development of any future projects can be obtained. We believe that debt financing will not be an alternative for funding future corporate programs. We do not have any arrangements in place for any future equity                financings.

 

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As of April 30, 2009, we had a working capital deficiency of $3,021,549 ($2,739,352 – 2008). A major portion of debt is attributed to payments made for mineral properties, investment in a joint venture and operating deficiency. 

 

|   | At April 30, 2009 there was no bank debt. |
|--------|-------------------------------------------|

 

**Off-Balance Sheet Arrangements**

 

We have no significant 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 stockholders. 

 

**Going Concern**

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue our business objectives. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

We may rely on equity sales of the common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we 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 

 

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controls and procedures as of April 30, 2009, pursuant to Rule 13a-15 under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of April 30, 2009, our disclosure controls and procedures were effective. 

 

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, 2009. Based on that evaluation, management concluded that the design and operations of our internal controls over financial reporting at April 30, 2009 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. |
|--------|-------|

 

 

**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               |   | 48      |   | 2007               |   | Director, President and Chief Executive Officer |
| Sam E. Caruso           |   | 45      |   | 2008               |   | Director                                        |
| Francis D.A. Forbes III |   | 45      |   | 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.

 

**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.

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**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.

 

**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, 2009 and April 30, 2008: 

 

 

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|               | **Year Ended April 30,** |     |
|--------------------|--------------------------|----------|
|               | **2009**                 | **2008** |   |
|               |                     |     |   |
| Audit Fees         | $13,000                  | $11,800  |   |
| Audit-Related Fees | -                        | -        |   |
| Tax Fees           | -                        | -        |   |
| All Other Fees     | -                        | -        |   |

 

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 31**                  | **Rule 13a-14(a)/15d-14(a) Certifications**                                                                                                                                        |                                                                                           |
| 31.1                         | Certification of Chief Executive 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 | Filed herewith electronically                                                                  |
| **Item 32**                  | **Section 1350 Certifications**                                                                                                                                                    |                                                                                           |
| 32.1                         | Certification of Chief Executive 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 | Filed herewith electronically                                                                  |

 

 

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**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.**

 

| By: /s/  Mike Wood   |
|------------------------------------------|

Mike Wood

President and Chief Executive Officer (acting principal financial officer)

 

Date: August 11, 2009

 

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

Mike Wood                             | Director  | August 11, 2009 |
|                                                            |      |            |
| /s/  Sam E. Caruso

Sam E. Caruso                     | Director  | August 11, 2009 |
|                                                            |      |            |
| /s/  Francis D.A. Forbes III

Francis D.A. Forbes III | Director  | August 11, 2009 |
|                                                            |      |            |
| _________________

Michael Sandidge                             | Director  |                 |

 

 

 

| **EXHIBIT INDEX**            |
|------------------------------|
|                         |   |   |
| **Exhibit** **Number*** | **Description of Exhibit**  | **Location** |
|                         |   |   |
| 3.1                     | Articles of Incorporation | Incorporated by reference |
|                         |   |   |
| 3.2                     | Bylaws, as amended | Incorporated by reference |
|                         |   |   |
| 3.3                          | Certificate of Change to Articles of Incorporation | Incorporated by reference |
|                         |   |   |
| 31.1                         | Certification of Chief Executive 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 | Filed herewith electronically |
|                         |   |   |

 

 

----

 

| 32.1 | Certification of Chief Executive 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 | Filed herewith electronically |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|

 

 

----

**Raven Gold Corp.**

 

**Audited Financial Statements**

 

**And**

 

**Report of Independent Registered Public Accounting Firm**

 

 

 

**Years Ended April 30, 2009 and April 30, 2008**

 

----

**PART I – FINANCIAL INFORMATION**

 

**RAVEN GOLD CORP.**

 

**ITEM 1. FINANCIAL STATEMENTS**

 

Reports of Independent Registered Public Accounting Firms

|   | Moore & Associates, Chartered | F-2 |
|--------|-----------------------------------|-----|

Balance Sheets for the Years Ended

|   | April 30, 2009 and April 30, 2008 | F-3 |
|--------|-----------------------------------|-----|

Statements of Operations for the Years Ended

|   | April 30, 2009 and April 30, 2008 | F-4 |
|--------|-----------------------------------|-----|

Statements of Stockholders’ (Deficit) for the Years Ended

|   | April 30, 2009 and April 30, 2008 | F-5 |
|--------|-----------------------------------|-----|

Statements of Cash Flows for the Years Ended

|   | April 30, 2009 and April 30, 2008 | F-6 |
|--------|-----------------------------------|-----|

|   | Notes to the Financial Statements | F-7 |
|--------|-----------------------------------|-----|

 

 

----

**MOORE & ASSOCIATES, CHARTERED**

|   | *ACCOUNTANTS AND ADVISORS* |
|--------|----------------------------|

|   | *PCAOB REGISTERED* |
|--------|--------------------|

 

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

**To the Board of Directors**

**Raven Gold Corp.**(formerly Riverbank Resources, Inc.)

(An Exploration Stage Company)

 

We have audited the accompanying balance sheets of Raven Gold Corp. (An Exploration Stage Company) as of April 30, 2009 and April 30, 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and from inception on February 9, 2005 through April 30, 2009. 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 conducted our audit 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, 2009 and April 30, 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and from inception on February 9, 2005 through                April 30, 2009, 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 1b to the financial statements, the Company has accumulated losses of $3,578,169 as of April 30, 2009, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also                described in Note 1b. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

***/s/ Moore & Associates, Chartered***

Moore & Associates Chartered

Las Vegas, Nevada

July 28, 2009

 

*6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501*

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in US Dollars)

 

|                                                                                                                                    | April 30,                                                                                      | April 30,                                                                                  |
|-----------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| **ASSETS**                                                                                                                              | 2009                                                                                           | 2008                                                                                       |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Current                                                                                                                                 |                                                                                           |                                                                                       |
| Cash and Equivalents                                                                                                                    | $              287  | $            1,835        |
|                                                                                                                                    |                                                                                           |                                                                                       |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Total Assets                                                                                                                            | $              287  | $            1,835        |
|                                                                                                                                    |                                                                                           |                                                                                       |
| **LIABILITIES**                                                                                                                         |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Current                                                                                                                                 |                                                                                           |                                                                                       |
| Accounts Payable                                                                                                                        | $          75,919                       | $          47,261                   |
| Advances from Related party                                                                                                             | 3,100                                                                                     | 3,100                                                                                 |
| Accrued Interest                                                                                                                        | 388,817                                                                                   | 136,826                                                                               |
| Loans Payable Related Party                                                                                                             | 2,554,000                                                                                 | 2,554,000                                                                             |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Total Liabilities                                                                                                                       | 3,021,836                                                                                 | 2,741,187                                                                             |
|                                                                                                                                    |                                                                                           |                                                                                       |
| **STOCKHOLDERS’ DEFICIT**                                                                                                         |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Capital Stock                                                                                                                           |                                                                                           |                                                                                       |
| 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 as of April 30, 2009 and April 30,2008 | 35,240                                                                                    | 35,240                                                                                |
| Additional paid-in capital                                                                                                              | 521,380                                                                                   | 521,380                                                                               |
| Deficit accumulated during the exploration stage                                                                                        | (3,578,169)                                                                                    | (3,295,972)                                                                                |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Total Stockholders’ Deficit                                                                                                       | (3,021,549)                                                                                    | (2,739,352)                                                                                |
|                                                                                                                                    |                                                                                           |                                                                                       |
| Total Liabilities and Stockholders’ Deficit                                                                                       | $              287  | $             1,835  |
|                                                                                                                                    |                                                                                           |                                                                                       |

 

 

The accompanying notes are an integral part of these financial statements

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Stated in US Dollars)

 

|                                                           |   |        | February 9, 2005                                                                                                                 |
|----------------------------------------------------------------|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------|
|                                                           |   |        | (Date of                                                                                                                         |
|                                                           |   | Years ended | Inception) to                                                                                                                    |
|                                                           |   | April 30,   | April 30,                                                                                                                        |
|                                                           |   |        | 2009                                                                                                                             | 2008 | 2009 |
| Expenses                                                       |   |        |                                                                                                                             |   |   |
| Exploration costs and expenses                                 |   |        | $                    -  | $                    -  | $             29,750  |
| Professional fees                                              |   |        | 33,841                                                                                                                      | 86,846  | 199,219  |
| General and administrative                                     |   |        | 1,411                                                                                                                       | 111,765  | 154,344  |
| Listing and filing                                             |   |        | 584                                                                                                                         | 15,141  | 48,390  |
| Investor relations                                             |   |        | -                                                                                                                           | 10,723  | 35,670  |
| Total expenses                                                 |   |        | 35,836                                                                                                                      | 224,475  | 467,373  |
|                                                           |   |        |                                                                                                                             |   |   |
| Loss before other items                                        |   |        | (35,836)                                                                                                                         | (224,475) | (467,373) |
|                                                           |   |        |                                                                                                                             |   |   |
| Other Income and Expenses                                      |   |        |                                                                                                                             |   |   |
| Interest Expense                                               |   |        | (251,991)                                                                                                                        | (136,826) | (388,817) |
| Impairment (loss) of Mineral Rights                            |   |        | -                                                                                                                           | (2,725,000) | (2,728,000) |
| Foreign Currency transaction                                   |   |        | 5,630                                                                                                                       | 3,117  | 6,021  |
| Provision for Income Taxes                                     |   |        | -                                                                                                                           | -  | -  |
|                                                           |   |        |                                                                                                                             |   |   |
| Net loss for the period                                        |   |        | $       (282,197)                                                                             | $    (3,083,184) | $       (3,578,169) |
|                                                           |   |        |                                                                                                                             |   |   |
| Basic and diluted loss per share – continuing operations |   |        | $             (0.01)                                            | $             (0.09) |   |
|                                                           |   |        |                                                                                                                             |   |   |
| Weighted average number of shares outstanding                  |   |        | 35,240,000                                                                                                                       | 35,240,000 |   |

 

 

The accompanying notes are an integral part of these financial statements

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

from February 9, 2005 (Date of Inception) to April 30, 2009

(Stated in US Dollars)

 

|                                                                         |             |                                                           |             |                                        |        |                        |                                                                                                     |   |                                                                                             |
|------------------------------------------------------------------------------|------------------|----------------------------------------------------------------|------------------|---------------------------------------------|-------------|-----------------------------|----------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|
|                                                                         |             |                                                           |             |                                        |        |                        | Deficit                                                                                                  |   |                                                                                             |
|                                                                         |             |                                                           |             |                                        |        |                        | Accumulated                                                                                              |   |                                                                                             |
|                                                                         |             |                                                           |             |                                        |        | Additional                  | During the                                                                                               |   |                                                                                             |
|                                                                         | Preferred Shares | Common Shares                                                  |             | Paid-in                                     | Exploration |                        |                                                                                                     |
|                                                                         | Shares           | Amount                                                         | 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                                                        | -                | -                                                              | -           | -                                      |        | -                      | (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                                                        | -                |                                                           | -           | -                                      |        | -                      | (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 (Note 6)                                   | -                | -                                                              | (40,000,000)     | (40,000)                                    |        | 40,000                 | -                                                                                                   |   |                                                                                             |
| Net loss for the year                                                        | -                | -                                                              | -           | -                                      |        | -                      | (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                                                        | -                | -                                                              | -           | -                                      |        | -                      | (282,197)                                                                                                |   | (282,197)                                                                                        |
| Balance, as at April 30, 2009                                                | -                | $          - | 35,240,000  | $     35,240  |        | $  521,380   | $(3,578,169)                                                                                             |   | $      (3,021,549)                                                 |
|                                                                              |                  |                                                                |                  |                                             |             |                             |                                                                                                          |        |                                                                                                  |  |

 

 

The accompanying notes are an integral part of these financial statements

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

 

|                                                                              |                                                                                                                   |                                                                                                   | February 9, 2005                                                                                                             |
|-----------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------|
|                                                                              |                                                                                                                   |                                                                                                   | (Date of                                                                                                                     |
|                                                                              | Years ended                                                                                                            | Inception) to                                                                                          |
|                                                                              | April 30,                                                                                                              | April 30,                                                                                              |
|                                                                              | 2009                                                                                                                   | 2008                                                                                                   | 2009                                                                                                                         |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Operating Activities                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Net loss for the period                                                           | $          (282,197)                                                 | $       (3,083,184)                                                 | $        (3,578,169)                                                                 |
| Adjustments to reconcile net loss to net cash used in operating activities:       |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Impairment of mineral properties                                                  | -                                                                                                                 | 2,725,000                                                                                         | 2,725,000                                                                                                               |
| Accounts payable and expenses                                                     | 28,658                                                                                                            | 22,522                                                                                            | 75,919                                                                                                                  |
| Interest expense                                                                  | 251,991                                                                                                           | 136,826                                                                                           | 388,817                                                                                                                 |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Cash used in operating activities                                                 | (1,548)                                                                                                                | (198,836)                                                                                              | (388,433)                                                                                                                    |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Investing Activities                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Purchase of mineral rights                                                        | -                                                                                                                 | (600,000)                                                                                              | (2,225,000)                                                                                                                  |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Cash used in investing activities                                                 | -                                                                                                                 | (600,000)                                                                                              | (2,225,000)                                                                                                                  |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Financing Activities                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Issuance of common stock                                                          | -                                                                                                                 | -                                                                                                 | 56,620                                                                                                                  |
| Issuance of promissory notes payable                                              | -                                                                                                                 | 479,000                                                                                           | 2,554,000                                                                                                               |
| Due to related party                                                              | -                                                                                                                 | -                                                                                                 | 3,100                                                                                                                   |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Cash from financing activities                                                    | -                                                                                                                 | 479,000                                                                                           | 2,613,720                                                                                                               |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Increase (decrease) in cash during the period                                     | (1,548)                                                                                                                | (319,836)                                                                                              | 287                                                                                                                     |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Cash, beginning of the period                                                     | 1,835                                                                                                             | 321,671                                                                                           | -                                                                                                                            |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
| Cash, end of the period                                                           | $                  287  | $               1,835  | $                   287  |
|                                                                              |                                                                                                                   |                                                                                                   |                                                                                                                         |
|  

The accompanying notes are an integral part of these financial statements |

 

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 1 | **NATURE AND CONTINUANCE OF OPERATIONS** |
|--------|------------------------------------------|

 

|   | a) | Organization |
|--------|----|--------------|

 

Riverbank Resources Inc. (an exploration stage company) (“the Company”) was incorporated under the laws of the State of Nevada on February 9, 2005. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the development stage                include developing the business plan and raising capital.

 

|   | b) | Going Concern |
|--------|----|---------------|

 

These financial statements have been prepared in accordance with generally accepted accounting principles 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. At April 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $3,578,169 since its inception, has a working capital deficiency of $3,021,549 (April 30, 2008 - $2,739,352) and expects to incur further losses in the development of its business, all                of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its 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. 

 

| Note 2 | **SIGNIFICANT ACCOUNTING POLICIES** |
|--------|-------------------------------------|

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles 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.

 

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:

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 2 | **SIGNIFICANT ACCOUNTING POLICIES**– (cont’d) |
|--------|-----------------------------------------------------------|

 

|   | a) | Use of estimates |
|--------|----|------------------|

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.                Actual results could differ from those estimates.

 

|   | b) | Cash and Cash Equivalents |
|--------|----|---------------------------|

 

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchaser to be cash equivalent.

 

|   | c) | Long-lived Assets |
|--------|----|-------------------|

 

The Company accounts for long-lived assets under the statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets held and                used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

 

|   | d) | 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. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with the SFAS No. 52.

 

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.

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 2 | **SIGNIFICANT ACCOUNTING POLICIES**– (cont’d) |
|--------|-----------------------------------------------------------|

 

|   | d) | Foreign Currency Translation – (cont’d) |
|--------|----|-----------------------------------------------------|

 

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.

 

|   | e) | Loss Per Share |
|--------|----|----------------|

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of April 30, 2009, there were no dilutive securities outstanding.

 

|   | f) | Business Segments |
|--------|----|-------------------|

 

The Company operates in one segment and therefore segment information is not presented

 

|   | g) | Income Taxes |
|--------|----|--------------|

 

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing                assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:

 

|   |                                 | April 30, 2009                                                                                                             |
|--------|--------------------------------------|----------------------------------------------------------------------------------------------------------------------------|
|   |                                 |                                                                                                                       |
|   | Income tax expense at statutory rate | $   (1,178,404)                                                                                             |
|   | Valuation allowance                  | 1,178,404                                                                                                             |
|   | Income tax expense per books         | $                   -  |

 

Net deferred tax assets consist of the following components as of:

 

|   |                   | April 30, 2009                                                                                                             |
|--------|------------------------|----------------------------------------------------------------------------------------------------------------------------|
|   |                   |                                                                                                                       |
|   | NOL carryover          | $    1,178,404                                                                                    |
|   | Valuation allowance    | (1,178,404)                                                                                                                |
|   | Net deferred tax asset | $                   -  |

 

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 2 | **SIGNIFICANT ACCOUNTING POLICIES**– (cont’d) |
|--------|-----------------------------------------------------------|

 

|   | h) | Recent Accounting Pronouncements |
|--------|----|----------------------------------|

 

On December 12, 2007, the Financial Accounting Standards Board ratified the consensus reached by the Emerging Issues Task Force on Issue No. 07-01 “Accounting for Collaborative Arrangements”. This issue will be effective for the fiscal year beginning January 1, 2009. This pronouncement is not expected to have a material impact on the Company’s                financial statements.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements. The Company                does not anticipate the adoption of SFAS No. 157 will have a material impact on the Company’s financial statements.

 

SFAS 155, Accounting for certain Hybrid Financial Instruments and SFAS 156, Accounting for servicing of Financial Assets were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.

 

The Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 141 (Revised 2007) “Business Combinations” (SFAS 141R) in 2007. The revision broadens the application of SFAS 141 to cover all transactions and events in which an entity obtains control over one or more other businesses. This standard requires that                transaction costs related to business combinations be expensed rather than be included in the acquisition cost. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of this standard will be on the fair value recorded for future business combinations after adoption.

 

On February 2007, the Financial Accounting Standards Board issued Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”. The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at specified                election dates. Companies are required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. It does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. The Company has not elected the fair value option                for any eligible items. 

 

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**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 2 | **SIGNIFICANT ACCOUNTING POLICIES**– (cont’d) |
|--------|-----------------------------------------------------------|

 

|   | h) | Recent Accounting Pronouncements – (cont’d) |
|--------|----|---------------------------------------------------------|

 

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160 “Noncontrolling Interest in Consolidated Financial Statements – an Amendment of ARB 51” (SFAS 160). SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should                be reported as equity in the consolidated financial statements. It also requires consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest, and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal                years, beginning on or after December 15, 2008. Adoption of this standard is not expected to have a material impact on the Company’s financial statements. 

 

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161 “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133” (SFAS 161), that requires new and expanded disclosures regarding hedging activities. These disclosures include, but are not                limited to, a prescribed tabular presentation of derivative data; financial statement presentation of fair values on a gross basis, including those that currently qualify for netting under FASB Interpretation No. 39’ and specific footnote narrative regarding how and why derivatives are used. The disclosures are required in all interim and annual reports. SFAS 161 is effective for fiscal and interim periods beginning after November 15, 2008.

 

On December 31, 2008, the SEC published the final rules and interpretations updating its oil and gas reporting requirements. Many of the revisions are updates to definitions in the existing oil and gas rules to make them consistent with the petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was                developed by several industry organizations. Key revisions include the ability to include nontraditional resources in reserves, the use of new technology for determining reserves, permitting disclosure of probable and possible reserves, and changes to the pricing used to determine reserves in that companies must use a 12-month average price. The average is calculated using the first-day-of-the-month price for each of the 12 months that make up the reporting period. The SEC will                require companies to comply with the amended disclosure requirements for registration statements filed after January 1, 2010, and for annual reports for fiscal years ending on or after December 15, 2009. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption will have on the financial statements.

 

| Note 3 | **ACQUISITION OF MINERAL RIGHTS** |
|--------|-----------------------------------|

 

On April 26, 2005, the Company acquired the mining rights to two claims collectively known as the Big Mike Border Gold property located in the Skeena Mining District of British Columbia, Canada, for a purchase price of $3,000. The Company received rights to all minerals contained in the Big Mike Border Gold property.

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 3 | **ACQUISITION OF MINERAL RIGHTS**– (cont’d) |
|--------|---------------------------------------------------------|

 

On August 23, 2006 the Company entered into an agreement with Tara Gold Resources Corp., for the La Currita Property, which was effective as of May 30, 2006. According to the agreement the Company was to make payments of $50,000 on the 25th day of each month commencing June 2006 and ending April 2007. A final payment of $25,000 is to be made May 25,                2007. Furthermore, according to the agreement on October 26, 2006, the Company issued and delivered to Tara Gold Resources Corp. 250,000 restricted shares of common stock. The Company has not made payments according to the scheduled required payments and has only paid a total of $150,000 against the scheduled required payments. An amount of $425,000 for the agreement is owing.

 

On August 23, 2006 the Company also entered into an agreement with Tara Gold Resources Corp., for the Las Minitas Property, which was effective as of June 1, 2006. According to the agreement the Company was to make payments of $75,000 on the date of the agreement, $225,000 by August 1, 2006, and a final payment of $300,000 was to be made November 1, 2006.                Furthermore, according to the agreement on October 26, 2006, the Company issued and delivered to Tara Gold Resources Corp. 1,000,000 (post split) restricted shares of common stock. Upon payment of the balance, the Company will retain a 20% interest in this property.

 

In May 2007, the Company wire transferred $505,000 to Tara Gold Resources Corp. for a further interest in the La Currita Property.

 

In June 2007 the Company wire transferred an additional $95,000 to Tara Gold Resources Corp. for an additional further interest in the La Currita Property.

 

On May 9, 2008 the Company failed to meet its lease commitment on the La Currita gold leases in Mexico. As a result of the default, the La Currita leases were terminated.

 

| Note 4 | **LOANS RELATED PARTY** |
|--------|-------------------------|

 

In May of 2006, the Company received $3,000 in advances from its former president. The balance is non-interest bearing and due on demand

 

On May 25, 2006 the Company borrowed funds in the amount of $75,000 from Paradisus Investment Corp. The Company wired $75,000 on the same date to Tara Gold Resources Corp. as part of a purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. for “Las Minitas” property.

 

On May 26, 2006 the Company borrowed funds in the amount of $75,000 from Paradisus Investment Corp. The Company wired $75,000 on the same date to Tara Gold Resources Corp. as part of a purchase agreement between Raven Gold Corp and Tara Gold Resources Corp for “La Currita” property.

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 4 | **LOANS – (**cont’d) |
|--------|----------------------------------|

 

On June 25, 2006 the Company borrowed $50,000 from RPMJ Corporate Communications Ltd. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp and Tara Gold Resources Corp for “La Currita” property.

 

On June 27, 2006 the Company borrowed $175,000 from Zander Investment Limited. The Company wired $175,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp. for “Las Minitas” property.

 

On July 27, 2006 the Company borrowed $50,000 from Zander Investment Limited. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “La Currita” property.

 

On August 23, 2006 the Company borrowed $50,000 from Paradisus Investment Corp. The Company wired $50,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “Las Minitas “property.

 

On September 21, 2006 the Company borrowed $100,000 from Coach Capital, LLC. The Company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “Las Minitas “property.

 

On October 3, 2006 the Company borrowed $200,000 from 1230144 Alberta Ltd., a private corporation. 

 

On October 5, 2006 the Company borrowed $500,000 from Coach Capital, LLC. The Company wired $500,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp., $75,000 for the “Las Minitas” and $425,000 for the “La Currita” properties.

 

On October 12, 2006 the Company borrowed $500,000 from Coach Capital, LLC. The company wired $500,000 on the same date to Tara Gold Resources Corp. to invest in the Start-Up Capital to be repaid from 60% of the net operating revenue derived from “La Currita” property.

 

On January 25, 2007 the Company wired $50,000 to Tara Gold Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “La Currita” property.

 

On March 7, 2007 the Company borrowed $150,000 from Coach Capital, LLC. The Company wired $150,000 on the same day to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp.

 

On April 12, 2007 the Company borrowed $50,000 from Coach Capital, LLC. The Company wired $50,000 on the same day to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp.

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 4 | **LOANS**– (cont’d) |
|--------|---------------------------------|

 

On April 27, 2007 the Company borrowed $50,000 from Coach Capital, LLC for operations.

 

On May 15, 2007 the Company borrowed $205,000 from Coach Capital, LLC. The company wired $205,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “La Currita” property.

 

On June 13, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “La Currita” property.

 

On July 26, 2007 the Company borrowed $100,000 from Coach Capital, LLC. The company wired $100,000 on the same date to Tara Gold Resources Corp. as part of the purchase agreement between Raven Gold Corp. and Tara Gold Resources Corp for “La Currita” property.

 

On October 2, 2007 the Company borrowed $12,000 from Coach Capital, LLC for operations.

 

On November 9, 2007 the Company borrowed $12,000 from Coach Capital, LLC for operations.

 

On December 11, 2007 the Company borrowed $20,000 from Coach Capital, LLC for operations

 

In February 2008 the Company borrowed $30,000 from Coach Capital, LLC for operations.

 

At April 30, 2009 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. The Company has recorded interest of $251,991 as interest expense on the promissory notes. 

 

| Note 5 | **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). 

 

----

**RAVEN GOLD CORP.**

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

 

| Note 5 | **STOCKHOLDERS’ EQUITY –**(cont’d) |
|--------|------------------------------------------------------|

 

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.

 

| Note 6 | **STATEMENT OF OPERATIONS - Impairment of Mineral Properties** |
|--------|----------------------------------------------------------------|

On May 9, 2008 Raven Gold failed to meet its lease commitment on the La Currita gold leases in Mexico. As a result of the default the La Currita leases were terminated. The Company has recorded in the financial statements a complete write down of the Company’s investment in the joint venture.