Each one in plain English, with the numbers worked through for a shareholder.
18 Sept 2009auditor change▼ BadMajor
Raven Gold dismissed its auditor Moore & Associates Chartered (in place since September 2006) effective August 27, 2009, the day the PCAOB revoked that firm's registration, and engaged Seale and Beers, CPAs the same day. The filing says there were no disagreements with the old auditor, and its report on the year ended April 30, 2009 carried a going-concern qualification, continuing the going-concern doubt already in the company's history. The company had asked Moore for a letter confirming these statements but had not received it. The filing also gives the company's address as Oklahoma City and Mike Wood as President and CEO, which differs from the earlier Penticton BC address and the earlier CEO, Gary Haukeland.
On May 17, 2007 Raven Gold formalised its borrowings, which management found had never been documented: six loan agreements totalling $425,000 at 7% (the advances wired to Tara), three on-demand notes of $200,000, $500,000 and $500,000 at 10% covering $1,200,000 of earlier proceeds, and amended notes totalling $400,000 at 10% replacing earlier notes. This follows through on the plan in the April 2007 non-reliance notice. The filing shows the six $425,000 loans maturing between May 25 and August 23, 2007, so repayments fall due soon.
On May 3, 2007 Raven Gold replaced its La Currita agreement with Tara. To earn an initial 25% it must pay $250,000 at signing plus $50,000, $205,000 and $100,000 by set May dates, and deliver 500,000 shares; further 500,000-share stages and $1,375,000 and $2,875,000 of exploration spending are required for 40% and 60%. It also pays $100,000 each anniversary. It also dissolved the Las Minitas agreement, releasing both sides from obligations, with Tara keeping the sole option on that property, so the Las Minitas interest announced in 2006 is ended.
Raven Gold's board concluded on March 30, 2007 that its quarterly financial statements for the period ended July 31, 2006 should no longer be relied on. The filing says the previous management borrowed $425,000 from unrelated lenders between May and July 2006 and wired it to Tara as payments under the agreements, without formal loan agreements or, per the filing, the authority to borrow. The company plans to formalise the loans and amend the quarterly report, and says its disclosure controls were not effective for that quarter.
Raven Gold gave more detail on the dispute with its old auditor Webb: the disagreement arose because the company did not tell Webb that the Tara Gold agreements were actually signed August 23, 2006, and its September 2006 report repeated the wrong dates. The company says it believes the matter is now resolved to Webb's satisfaction, and says it will correct the earlier report. This explains the disclosure issue flagged in the earlier auditor-change filing.
Raven Gold corrected its September 2006 report on the Tara Gold deals: the La Currita joint venture and Las Minitas letter of intent were actually signed August 23, 2006, not May 30 and June 1, 2006 as reported. On March 30, 2007 the parties signed amendments to fix the dating; the filing states the agreements otherwise remain in force. It also states that the company acquired 25% of Tara's interests in La Currita and 20% in Las Minitas.
Raven Gold amended the auditor-change report again with a different reason: it wanted auditors closer to its new operations that could commit staff to the July 31, 2006 quarterly report, which contradicts the earlier 'travelling' explanation. It also now says Webb told the company that certain agreements had not been properly disclosed as subsequent events in the April 30, 2006 annual report, a point that qualifies the earlier 'no disagreements' statement.
Raven Gold disclosed two Mexican deals with Tara Gold Resources Corp.: an option to earn up to 60% of the La Currita Groupings and mill (needing 750,000 shares and at least $3.5 million of spending over 36 months), and a binding letter of intent for up to 55% of the Las Minitas silver-gold project. The filing says the resource figures are historical and should not be relied on. It describes both deals as dated May 30 and June 1, 2006, although they are reported months later; later filings say they were actually signed August 23, 2006.
Raven Gold amended its auditor-change report to name Moore and Associates, Chartered, of Las Vegas as its new auditor, hired September 19, 2006. The company says it changed because Webb's staff were travelling and could not meet the filing deadline for the July 31 quarterly report; the going-concern warning and 'no disagreements' statement are repeated.
Raven Gold fired its auditor, Webb and Company, on September 19, 2006, a few days after notifying the SEC its quarterly report would be late. The filing says there were no disagreements with Webb, though Webb's reports for the two years to April 30, 2006 carried a going-concern warning (doubt the company can keep operating). No replacement auditor or reason is given in this version.
