UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended July 31, 2008

OR

oTRANSITION 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)





(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.



YesxNoo



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company) in Rule 12b-2 of the Exchange Act.



Large accelerated fileroAccelerated filero



Non-accelerated fileroSmaller reporting companyx



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



YesoNox



At September 18, 2008, 35,240,000 shares of the Registrants Common Stock were outstanding.



1







ITEM 1.FINANCIAL STATEMENTS

RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in US Dollars)





July 31,
        April 30,ASSETS
        2008
        2008(Unaudited)CurrentCash and Equivalents
        $              433
        $           1,835Total Assets
        $              433
        $           1,835LIABILITIESCurrentAccounts Payable
        $         59,950
        $         47,261Advances from Related party
        3,100
        3,100Accrued interest
        197,788
        136,826Loans Payable
        2,554,000
        2,554,000Total Liabilities
        2,814,838
        2,741,187STOCKHOLDERS DEFICIENCYPreferred 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 July 31, 2008 and April 30, 2008, respectively
        35,240
        35,240Additional paid-in capital
        521,380
        521,380Deficit accumulated during the exploration stage
        (3,371,025)
        (3,295,972)Total Stockholders Deficit
        (2,814,405)
        (2,739,352)Total Liabilities and Stockholders Deficit
        $              433
        $           1,835




The accompanying notes are an integral part of these statements



2







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Stated in US Dollars)

(Unaudited)



February 9, 2005(Date ofThree months ended
        Inception) toJuly 31,
        July 31,2008
        2007
        2008ExpensesExploration costs and expenses
        $                 -
        $          6,286
        $        29,750Professional fees
        13,641
        11,904
        179,019General and administrative
        1,312
        10,712
        154,245Listing and filing
        116
        5,509
        47,922Investor relations
        -
        5,000
        35,670Total expenses
        15,069
        39,411
        446,606Loss before other items
        (15,069)
        (39,411)
        (446,606)Other Income and ExpensesInterest Expense
        (60,963)
        (56,577)
        (197,789)Impairment (loss) of Mineral Rights
        -
        -
        (2,728,000)Foreign Currency transaction (loss)
        979
        (82)
        1,370Net loss for the period
        $      (75,053)
        $      (96,070)
        $  (3,371,025)Basic and diluted loss per share  continuing operations
        $          (0.00)
        $          (0.00)Weighted average number of shares outstanding
        35,240,000
        75,240,000




The accompanying notes are an integral part of these statements



3







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

INTERIM STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)

from February 9, 2005 (Date of Inception) to July 31, 2008

(Stated in US Dollars)

(Unaudited)

AdditionalDeficitAccumulatedDuring thePreferred Shares
        Common  Shares
        
        Paid-in
        DevelopmentShares
        Amount
        Shares
        Amount
        
        Capital
        Stage
        
        TotalCapital 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
        -
        
        50,200Net 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)
        
        49,330Net 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
        -
        -
        1,000,000
        1,000
        
        499,000
        -
        
        500,000Net loss for the year
        -
        -
        -
        -
        
        -
        (154,581)
        
        (154,581)Balance, as at April 30, 2007
        -
        -
        75,240,000
        75,240
        
        481,380
        (212,788)
        
        343,832Surrender of stock March 6, 2008 (Note 6)
        -
        -
        (40,000,000)
        (40,000)
        
        40,000Net 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 period
        
        
        
        
        
        
        (75,053)
        
        (75,053)Balance, as at July 31, 2007
        -
        $    -
        35,240,000
        $35,240
        
        $521,380
        $(3,371,025)
        
        $(2,814,405)




The accompanying notes are an integral part of these statements



4







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

(Unaudited)



February 9, 2005(Date ofThree months ended
        Inception) toJuly 31,
        July 31,2008
        2007
        2008Operating ActivitiesNet loss for the period
        $      (75,053)
        $      (96,070)
        $ (3,371,025)Adjustments to reconcile net loss to net cash used in operating activities:Impairment of Mineral Properties
        -
        -
        2,725,000Prepaid expenses
        -
        (1,500)
        -Accounts payable and expenses
        12,689
        14,758
        59,950Interest Expense
        60,962
        56,577
        197,788Cash used in operating activities
        (1,402)
        (26,235)
        (388,287)Investing ActivitiesPurchase of mineral rights
        -
        (600,000)
        (2,225,000)Cash used in investing activities
        -
        (600,000)
        (2,225,000)Financing ActivitiesIssuance of common stock
        -
        -
        56,620Issuance of promissory notes payable
        -
        405,000
        2,554,000Due to related party
        -
        -
        3,100Bank overdraft
        -
        (2,442)
        -Cash from financing activities
        -
        402,558
        2,613,720Increase (decrease) in cash during the period
        (1,402)
        (223,677)
        433Cash, beginning of the period
        1,835
        321,671
        -Cash, end of the period
        $             433
        $         97,994
        $            433




The accompanying notes are an integral part of these statements



5







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

continued



Years endedJuly 31
        April 302008
        2008Non-cash investing and financing activitiesInvestment in joint venture
        $                -
        $                  -Issuance of promissory notes payable
        -
        -$                -
        $                   -




The accompanying notes are an integral part of these statements



6







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 1
        Interim Reporting




The information presented in the accompanying interim three months financial statements is unaudited. The information includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.  These interim financial statements follow the same accounting policies and methods of their application as the Companys April 30, 2008 annual financial statements.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Companys April 30, 2007 annual financial statements.



Note 2
        Basis of Presentation




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 July 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $3,371,025 since its inception, has a working capital deficiency of $2,814,405 (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 3
        Summary of Significant Accounting Policies




The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment.  Actual results may vary from these estimates.



The financial statements have, in managements opinion been properly prepared within the framework of the significant accounting policies summarized below:



7







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 3
        Summary of 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.



8







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 3
        Summary of Significant Accounting Policies (contd)




e)
        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.



f)
        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 July 31, 2008, there were no dilutive securities outstanding.



h)
        Business Segments




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



Note 4
        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.



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 due and 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.



9







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 4
        Acquisition of Mineral Rights(contd)




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.



Note 5
        Loans




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.



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.



10







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 5
        Loans  (contd)




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 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.



11







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 5
        Loans  (contd)




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 July 31, 2008 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 $60,962 as interest expense on the promissory notes.



Note 6
        Stockholders Equity




During 2005, the Company issued 6,420,000 shares of common stock to its founders for cash of $6,420 ($0.001 per share)



During 2005, the Company issued 1,004,000 shares of common stock for cash of $50,200 ($0.05 per share).



In June 2006 the Company performed a 5:1 forward split of its common stock for a total of 37,120,000 shares issued and outstanding.



On October 6, 2006 the Company entered into an agreement to acquire certain mineral properties from Tara Gold Resources Corp. Terms of the agreement required the Company to issue 500,000 restricted shares of common stock of the Company. On October 6 the Company issued the required restricted common stock of the Company for a stock subscription price of $100,000 ($0.20 per share).



In March 2007 the Company increased the authorized capital of common stock to 500,000,000.



In March 2007 the Company performed a 2:1 forward split of its common stock for a total of 75,240,000 shares issued and outstanding.



On March 6, 2008 the company received a surrender of 40,000,000 shares of common stock surrendered by stockholders.



12







RAVEN GOLD CORP.

(formerly Riverbank Resources Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(Stated in US Dollars)

(Unaudited)



Note 7
        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 Companies investment in joint venture.



13









ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN 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

Three months ended July 31, 2008 compared to three months ended July 31, 2007

Revenues for both the three months ended July 31, 2008 and the three months ended July 31, 2007 were $nil.

For the three months ended July 31, 2008, operating expenses totaled $15,069 as compared to operating expenses of $39,411 for the three months ended July 31, 2007.  This was a decrease of $24,342 or 62%. This decrease was primarily due to a decrease in administrative costs incurred by the Company.

Interest expense was $60,963 for the three months ended July 31, 2008 as compared to interest expense of $56,577 for the three months ended July 31, 2007.  This was an increase of $4,386, due from an increase in borrowed funds.

The net loss was $75,053 for the three months ended July 31, 2008 as compared to a net loss of $96,070 for the three months ended July 31, 2007.  The decrease in net loss for the three months ended July 31, 2008 was due to a decrease in administrative costs.

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. Write down of the Companies investment in joint venture was recorded in the year ended April 30, 2008 financial statements.

Liquidity and Capital Resources

Total current assets as of July 31, 2008 were $433 as compared to total current assets of $1,835 as of April 30, 2008.  Additionally, a shareholders deficiency in the amount of $3,371,025 as of July 31, 2008 as compared to a shareholders deficiency of $3,295,972 as of April 30, 2008, a direct result of the Company incurring a loss of mineral rights during the year ended April 30, 2008. 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.



14







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 shareholders of the Company.

The Company had a negative cash flow of $1,402 from operating activities for the three months ended July 31, 2008 as compared to a negative cash flow of $26,235 from operating activities for the three months ended July 31, 2007, a decrease in cash outflow of approximately 95%.

Cash inflow from financing activities was $nil for the three months ended July 31, 2008 as compared to a cash inflow of $402,558 from financing activities for the three months ended July 31, 2008.  This decrease was attributable to the companys inability to raise financing.

Cash outflow from investing activities was $nil for the three months ended July 31, 2008 as compared to cash outflow from investing activities of $600,000 for the three months ended July 31, 2007.

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

The Company has not realized any revenues since inception, and for the three months ended July 31, 2008. The Company is presently operating at an ongoing deficit.

The Company has 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. The Company anticipates that additional funding will be required in the form of equity financing from the sale of common stock. However, the Company 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. The Company believes that debt financing will not be an alternative for funding future corporate programs. The Company does not have any arrangements in place for any future equity financings.

As of July 31, 2008 the Company had a working capital deficiency of $2,814,405 compared to a working capital deficiency of $2,739,352 as of April 30, 2008.  A major portion of debt is attributed to payments made for mineral properties, investment in a joint venture and operating deficiency.

At July 31, 2008 there was no bank debt.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



15







Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes.  The interpretation clarifies the accounting for uncertainty in income taxes recognized in a companys financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.  Specifically, the pronouncement prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax position.  The interpretation is effective for fiscal years beginning after December 15, 2006.  The adoption of FIN 48 is not expected to have a
material impact on the Companys financial position, results of operations or cash flows; however, the Company is still analyzing the effects of FIN 48.

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 Statement is to be effective for the Companys financial statements issued in 2008; however, earlier application is encouraged.  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.

In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB statement No 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This (Expressed in U.S. Dollars) Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the usual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. This Statement is effective in fiscal years beginning after December 15, 2005. The Company does not
anticipate the adoption of SFAS No. 154 will have a material impact on the Companys financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108).  Due to diversity in practice among registrants, SAB 108 expressed SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary.  SAB 108 is effective for fiscal years ending after November 15, 2006, and early application is encouraged.  The Company does not anticipate the adoption of SFAS No. 108 will have a material impact on the Companys financial statements.

Critical Accounting Policies



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We have identified the policies outlined below as critical to our business operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations are discussed throughout Management's Plan of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ from those estimates.

Going Concern

The Company has not attained profitable operations and is dependent upon obtaining financing to pursue its business objectives.  For these reasons, the Companys auditors stated in their report on the Companys audited financial statements that they have substantial doubt the Company will be able to continue as a going concern without further financing.

The Company may continue to rely on equity sales of the common shares in order to continue to fund the Companys business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned business activities.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding



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required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of July 31, 2008, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of July 31, 2008, our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1.Legal Proceedings.

We are not currently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1.A.Risk Factors

Not applicable.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.Defaults upon Senior Securities.

None.

Item 4.Submission of Matters to a Vote of Security Holders.

None.

Item 5.Other Information.

None.

Item 6.Exhibits

******Exhibit No.******
        ******Description of Exhibit******31.1
        Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer32.1
        Section 1350 Certification of Chief Executive Officer  and Chief Financial Officer






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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RAVEN GOLD CORP.

By:
        /s/ Mike WoodMike Wood, President and Chief Executive Officer (acting principal financial officer)


Date:  September 22, 2008



INDEX TO EXHIBITSExhibit No.
        Description
        Method of Filing31.1
        Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer
        Filed herewith electronically32.1
        Section 1350 Certification of Chief Executive Officer  and Chief Financial Officer
        Filed herewith electronically






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