UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended: July 31, 2009
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000 - 53492
Ravenwood Bourne, Ltd.
(Name of small business issuer in its charter)
Delaware 26-3167800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401
(Address of principal executive offices) (zip code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [_]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [_] No [_]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
[X] Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) YES [X] NO [_]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. YES [_] NO [_]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 11,361,982 as of September 10,
2009
RAVENWOOD BOURNE, LTD.
TABLE OF CONTENTS
Page
Part I
Item 1. Financial Statements................................................ 2
Item 2. Management's Discussion and Analysis................................ 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 15
Item 4T. Controls and Procedures............................................. 16
Part II
Item 1. Legal Proceedings................................................... 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 17
Item 3. Default Upon Senior Securities...................................... 17
Item 4. Submission of Matters to a Vote of Security Holders................. 18
Item 5. Controls and Procedures............................................. 18
Item 6. Exhibits............................................................ 18
Signatures................................................................... 18
PART I - FINANCIAL INFORMATION
ITEM 1.
Ravenwood Bourne, Ltd.
Balance Sheet
July 31, Oct 31,
- -----------------------------------------------------------------------------------------------------
2009 2008
- -----------------------------------------------------------------------------------------------------
(unaudited)
ASSETS
Current assets
Cash $6 $0
Prepaid expenses 0 0
---------------------------------
Total current assets 6 0
- -----------------------------------------------------------------------------------------------------
Total Assets $6 $0
- -----------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable-trade $950 $12,096
Accrued expenses 0 0
Due to related parties 22,659 14,509
---------------------------------
Total current liabilities 23,609 26,605
Stockholders' Deficiency:
Common stock-300,000,000 authorized $001 par value
11,361,982 shares issued & outstanding 11,362 1,362
Additional paid-in capital 69,362 41,362
Deficit accumulated since quasi reorganization Oct. 31, 2005 (104,327) (69,329)
---------------------------------
Total Stockholders' Deficiency (23,603) (26,605)
- -----------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency $6 $0
- -----------------------------------------------------------------------------------------------------
See notes to unaudited interim financial statements.
2
Ravenwood Bourne, Ltd.
Statement of Operations
(unaudited)
Three Months Ended July 31, Nine Months Ended July 31,
-------------------------------- --------------------------------
2009 2008 2009 2008
--------------- -------------- --------------- --------------
Revenue $0 $0 $0 $0
Costs & Expenses:
General & administrative 11,650 16,122 34,998 28,778
Interest 0 0 0 0
--------------------------------------------------------------------
Total Costs & Expenses 11,650 16,122 34,998 28,778
Loss from continuing operations before income taxes (11,650) (16,122) (34,998) (28,778)
Income taxes 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Net Loss ($11,650) ($16,122) ($34,998) ($28,778)
- ------------------------------------------------------------------------------------------------------------------------------------
Basic and diluted per share amounts:
Continuing operations Nil ($0.01) Nil ($0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
Basic and diluted net loss Nil ($0.01) Nil ($0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding (basic & diluted) 11,361,982 1,361,982 8,056,197 1,361,982
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to unaudited interim financial statements.
3
Ravenwood Bourne, Ltd.
Statement of Cash Flows
(unaudited)
Nine Months Ended July 31,
---------------------------------
2009 2008
--------------- --------------
Cash flows from operating activities:
Net Loss ($34,998) ($28,778)
Adjustments required to reconcile net loss
to cash used in operating activities:
Fair value of services provided by related parties 18,000 18,000
Expenses paid by related parties 0 778
Payments made on related party payables (5,000) 10,000
Increase (decrease) in accounts payable & accrued expenses (11,146) 0
- -------------------------------------------------------------------------------------------------
Cash used by operating activities: (33,144) 0
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Cash used in investing activities 0 0
- -------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of preferred stock 20,000 0
Proceeds of related party debt borrowings 13,150 0
- -------------------------------------------------------------------------------------------------
Cash generated by financing activities 33,150 0
- -------------------------------------------------------------------------------------------------
Change in cash 6 0
Cash-beginning of period 0 0
- -------------------------------------------------------------------------------------------------
Cash-end of period $6 $0
- -------------------------------------------------------------------------------------------------
See notes to unaudited interim financial statements.
4
Ravenwood Bourne, Ltd.
Statement of Stockholders' Deficiency
(Unaudited)
Preferred Stock Common Stock
--------------------------- -----------------------------------------
Deficit
Accumulated
Additional since quasi
Common paid-in reorganization
Shares Amount Shares Stock capital Oct 31, 2005
- ------------------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Balance at October 31, 2007 1,361,982 $1,362 $17,362 ($21,320)
- ------------------------------------------------------------------------------------------------------------------------------------
Fair value of services provided by
related party 24,000
Net Loss (48,009)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at October 31, 2008 1,361,982 $1,362 $41,362 ($69,329)
- ------------------------------------------------------------------------------------------------------------------------------------
Stock issued for cash 1,000,000 20,000
Conversion of Preferred (1,000,000) (20,000) 10,000,000 10,000 10,000 --
Fair value of services provided by
related party 18,000
Net Loss (34,998)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at July 31, 2009 0 $0 11,361,982 $11,362 $69,362 ($104,327)
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to unaudited interim financial statements.
5
RAVENWOOD BOURNE, LTD.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
Effective October 31, 2005, the Company approved and authorized a plan of quasi
reorganization and restatement of accounts to eliminate the accumulated deficit
and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its November 1, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From November 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).
The Financial Statements presented herein have been prepared by us in accordance
with the accounting policies described in our October 31, 2008 audited financial
statements and should be read in conjunction with the Notes to Financial
Statements which appear in that report.
The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an
on going basis, we evaluate our estimates, including those related intangible
assets, income taxes, insurance obligations and contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other resources. Actual results
may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in these interim
financial statements reflect all adjustments necessary for a fair statement of
the financial position and results of operations and cash flows as of and for
the three and nine-month periods ended July 31, 2009 and 2008. All such
adjustments are of a normal recurring nature. The financial statements do not
include some information and notes necessary to conform with annual reporting
requirements.
2. RECENT COURT PROCEEDINGS:
On July 23, 2007, in its Court Order, the Circuit Court for the 11th Judicial
Circuit in and for Miami Dade County, Florida granted the application of Century
Capital Partners, LLC to appoint a receiver. On October 8, 2007, following the
submittal of detailed reports by the receiver the Court discharged the receiver
and returned the Company to the control of its Board of Directors.
On November 21, 2007 after proper notice to all shareholders, the Company held
an annual meeting for the purposes of the election of directors. At the meeting,
Michael Anthony was elected the sole Director. Immediately following the
shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer.
RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent
shareholder meeting, Michael Anthony became our sole director and President on
November 21, 2007. As sole officer and director, Michael Anthony entered into an
agreement with Century Capital Partners, LLC (CCP) whereby CCP received 1.2
million shares of common stock (90 million pre split) in exchange for settling
obligations aggregating $12,562. On August 27, 2008 Corporate Services
International, Inc (CSI) agreed to make an investment of paid in capital of
$20,000 to be used to pay for costs and expenses necessary to bring the Company
back into compliance with state and federal securities laws and bring current
all Securities and Exchange disclosure obligations. In exchange for the $20,000
CSI was issued 1,000,000 shares of preferred stock on August 27, 2008.
Mr. Anthony is the managing member of Century Capital partners and has sole
voting and dispositive control. Corporate Services International and is a
company for which our director, Michael Anthony, is a controlling shareholder..
6
3. EARNINGS/LOSS PER SHARE
Basic net loss per share is computed using the weighted average number of
common shares outstanding during the period. Diluted net loss per common share
is computed using the weighted average number of common and dilutive equivalent
shares outstanding during the period. Dilutive common equivalent shares consist
of options to purchase common stock (only if those options are exercisable and
at prices below the average share price for the period) and shares issueable
upon the conversion of our Preferred Stock. Due to the net losses reported,
dilutive common equivalent shares were excluded from the computation of diluted
loss per share, as inclusion would be anti-dilutive for the periods presented.
Except as otherwise noted, all share, option and warrant numbers have been
restated to give retroactive effect to our reverse split. All per share
disclosures retroactively reflect shares outstanding or issuable as though the
reverse split had occurred October 31, 2005.
There were no common equivalent shares required to be added to the basic
weighted average shares outstanding to arrive at diluted weighted average shares
outstanding in 2009 or 2008.
4. NEW ACCOUNTING STANDARDS
In December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 141 (Revised 2007), Business Combinations ("SFAS 141R"). SFAS 141R provides
additional guidance on improving the relevance, representational faithfulness,
and comparability of the financial information that a reporting entity provides
in its financial reports about a business combination and its effects. 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.
In December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS--AN
AMENDMENT OF ARB NO. 51 ("SFAS 160"). SFAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is currently evaluating the
impact of adopting SFAS 160 on our financial statements.
In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES." SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States. SFAS 162 is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, THE MEANING OF
PRESENT FAIRLY IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. Our
Company is currently evaluating the impact of SFAS 162 on its financial
statements but does not expect it to have a material effect.
Management does not anticipate that the adoption of these standards will have a
material impact on the financial statements.
5. STOCKHOLDERS' EQUITY:
REVERSE STOCK SPLIT
On August 27, 2008 we declared a reverse split of our common stock. The formula
provided that every seventy-five (75) issued and outstanding shares of common
stock of the Corporation be automatically split into 1 share of common stock.
Any resulting share ownership interest of fractional shares was rounded up to
the first whole integer in such a manner that all rounding was done to the next
single share and each and every shareholder would own at least 1 share. The
reverse stock split was effective September 30, 2008 for holders of record at
September 30, 2008. Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this reverse split. All
per share disclosures retroactively reflect shares outstanding or issuable as
though the reverse split had occurred October 31, 2005.
COMMON STOCK
We are currently authorized to issue up to 300,000,000 shares of $ 0.001 par
value common stock. All issued shares of common stock are entitled to vote on a
1 share/1 vote basis. October 16, 2007, in exchange for approximately $12,562
capital investment by Century Capital Partners, we issued 1.2 million
(1,200,000) shares of restricted $.001 par value common stock (90,000,000 shares
pre-reverse). Mr. Anthony is the managing member of CCP and has sole voting and
dispositive control.
7
PREFERRED STOCK
We are currently authorized to issue up to 10,000,000 shares of $ 0.001
preferred stock. On August 26, 2008 the board of directors approved (with the
exception of 1,000,000 preferred shares issued to CSIPS described below) the
cancellation of all previously issued preferred shares and approved the
cancellation and extinguishment of all common and preferred share conversion
rights of any kind, including without limitation, warrants, options, convertible
debt instruments and convertible preferred stock of every series and
accompanying conversion rights of any kind.
On August 27, 2008 we designated 1,000,000 shares of Series "B" preferred stock.
The Series B allows voting rights in a ratio of 10:1 over the common. Each share
of the Series B is convertible in to 10 shares of common at the discretion of
the holder. On August 27, 2008 Corporate Services International agreed to
contribute a total of $20,000 as paid in capital in exchange for 1,000,000
shares of the Series B preferred stock. Corporate Services International is a
private company for which our director, Michael Anthony, is the controlling
shareholder. The company is to use these funds to pay the costs and expenses
necessary to revive business operations. Such expenses include fees to reinstate
the corporate charter; payment of all past due franchise taxes; settling all
past due accounts with the transfer agent; accounting and legal fees; costs
associated with bringing current its filings with the Securities and Exchange
Commission, etc. In November, 2008 the full subscription of $20,000 was
received.
On January 19, 2009, Corporate Services International, Inc. converted the
1,000,000 shares of Series B Preferred Stock into 10,000,000 shares of common
stock.
6. RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE:
DUE RELATED PARTIES: Amounts due related parties consist of corporate
reinstatement expenses paid directly by and cash advances received by
affiliates. These unpaid items totaled $22,659 at July 31, 2009.
FAIR VALUE OF SERVICES: The principal stockholder provided, without cost to the
Company, his services, valued at $1,800 per month through July 31, 2009 and
2008, which totaled $16,200 for the respective nine-month periods then ended.
The principal stockholder also provided, without cost to the Company, office
space valued at $200 per month, which totaled $1,800 for the respective
nine-month periods ended July 31, 2009 and 2008. The total of these expenses was
$18,000 for each period and was reflected in the statement of operations as
general and administrative expenses with a corresponding contribution of paid-in
capital.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This quarterly report on Form 10-Q contains forward-looking statements
that are based on current expectations, estimates, forecasts and projections
about the Company, us, our future performance, our beliefs and our Management's
assumptions. In addition, other written or oral statements that constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-Q, whether as a result of new
information, future events, changes in assumptions or otherwise.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-Q to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.
Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes.
History
- -------
Ravenwood Bourne, Ltd., (the "Company" or "Ravenwood Bourne"), was
originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group,
Inc for the purpose of engaging in the incentive marketing business. At the time
of formation the Company was authorized to issue 7,500 shares of $1.00 par value
common stock.
In approximately late 1997, the Company changed control and the direction
of its business. In particular, the Company was in the business of manufacturing
and marketing pre-packaged pour-in-place playground surfacing products. The
Company subsequently held the exclusive manufacturing and distribution licenses
for SafetyPlay 2 Surfacing for North America, Mexico, Central and South America.
In anticipation of going public, on June 30, 1998, the Company raised its
authorized common stock to 50,000,000 shares $.001 par value. On November 12,
1998, the Company changed its name to American Surface Technologies
International, Inc. The Company went public in July, 1998 and began trading on
the NASDAQ over the counter market under the symbol "VPGP" which symbol was
changed to "SURF" following the November 1998 name change. The Company did not
register with the Securities and Exchange Commission ("SEC") and was not subject
to the reporting requirements of the Securities Exchange Act of 1934, as
amended.
From 1998 through the end of 1999 the Company attempted to expand quickly,
including expending a great deal of money on research and development and
growth. In 1999 the Company made a large capital investment to open a full scale
manufacturing plant to produce its SafetyPlay products. The Company suffered
from financial difficulties due to its rapid growth and associated expenditures.
Despite efforts, including bringing in new management, the Company's business
ultimately failed and the Company ceased operations. In September 2001, the
State of Florida administratively dissolved the Company for not maintaining
proper filings with the state and not paying its franchise tax fees.
Ravenwood Bourne has not conducted any business operations since 2001. In
2006, the Company briefly attempted to re-activate. The Company changed its name
to Global Environmental, Inc. and increased its authorized common stock to
100,000,000 shares, $.001 par value. However, this brief attempt was
unsuccessful and was abandoned almost immediately.
9
Effective October 31, 2005 the Company approved and authorized a plan of
quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its November 1, 2005 balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From November 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).
On July 23, 2007, in its Court Order, the Circuit Court for the 11th
Judicial Circuit in and for Miami Dade County, Florida granted the application
of Century Capital Partners, LLC to have a receiver appointed. The Court
appointed Brian T. Scher, Esquire as receiver of the Company. The Court Order
appointing Receiver empowered Mr. Scher to evaluate our financial status, to
determine whether there are any options for corporate viability that could
benefit our shareholders, to reinstate our corporation with the Florida
Secretary of State, and to obtain copies of our shareholder records from our
transfer agent.
Mr. Michael Anthony is the sole member of Century Capital Partners.
Under Mr. Scher's receivership, and with funds supplied by Century Capital
Partners, the Company reinstated its corporate charter and paid all past due
franchise taxes; paid the outstanding debt with the transfer agent; and made an
analysis of the Company's debts and potential for viability as a merger
candidate. In addition, on October 7, 2007, Mr. Scher, as receiver, appointed
Michael Anthony as our sole Director, President, Secretary and Treasurer.
On or near September 26, 2007, the Company changed its transfer agent from
Signature Stock Transfer to Island Stock Transfer.
On October 8, 2007, following the submittal of reports by Mr. Scher the
Court discharged the receiver and returned the Company to the control of its
Board of Directors. On October 9, 2007 the Company adopted amended and restated
Bylaws.
On November 21, 2007 after notice to all shareholders, the Company held an
annual meeting for the purposes of the election of directors. At the meeting,
Michael Anthony was elected the sole Director. Immediately following the
shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer.
In exchange for a capital investment of $12,562.00 by Century Capital
Partners, LLC on or near October 17, 2007 Ravenwood Bourne issued to Century
Capital Partners, LLC 90,000,000 shares of its common stock (1,200,000 shares
post reverse) representing approximately 88.1% of its common stock outstanding
on that date. The funds were used to pay ongoing administrative expenses,
including but not limited to, outstanding transfer agent fees, state
reinstatement and filing fees and all costs associated with conducting the
shareholders meeting.
On or near August 27, 2008, Corporate Services International, Inc. agreed
to contribute $20,000 as paid in capital to Ravenwood Bourne, the entire amount
of which was paid to Ravenwood Bourne on November 4, 2008. This capital
contribution is separate from and in addition to the $12,562 capital
contribution by Century Capital Partners, LLC. Ravenwood Bourne has used and
shall continue to use these funds to pay the costs and expenses necessary to
revive the Company and implement the Company's business plan. Such expenses
include, without limitation, fees to re-domicile the Company to the state of
Delaware; payment of state filing fees; transfer agent fees; accounting and
legal fees; and costs associated with preparing and filing a Registration
Statement and preparing and filing subsequent reports with the SEC, etc.
In exchange for the $20,000 capital contribution by Corporate Services
International, Inc., the Company agreed to issue 1,000,000 shares of its Series
B Preferred Stock. Corporate Services International is a personal use company of
which Michael Anthony is the sole shareholder, officer and director.
In addition to, and separate from the above discussed capital investments,
through July 31, 2009, entities affiliated with management have loaned the
Company $22,659 for ongoing general and administrative expenses.
10
Moreover, Michael Anthony, as officer and director has agreed to assist
the Company in its efforts. Mr. Anthony's efforts include, but are not limited
to, assistance in gathering information, retaining counsel and working with
counsel and the auditor for purposes of preparation of periodic reports and
corresponding audited financial statements. Mr. Anthony and Ravenwood Bourne do
not have a written agreement.
On October 11, 2007, American Surface Technologies International, Inc. was
incorporated in Delaware for the purpose of merging with American Surface
Technologies International, Inc., a Florida Corporation so as to effect a
re-domicile to Delaware. The Delaware Corporation is authorized to issue
250,000,000 shares of $.001 par value common stock and 2,000,000 shares of $.001
par value preferred stock. On December 11, 2007 both American Surface
Technologies International the Florida corporation and American Surface
Technologies International the Delaware corporation signed and filed Articles of
Merger with their respective states, pursuant to which the Florida Corporation's
shareholders received one share of new (Delaware) common stock for every one
share of old (Florida) common stock they owned. All outstanding shares of the
Florida Corporation's common stock were effectively purchased by the new
Delaware Corporation, effectively merging the Florida Corporation into the
Delaware Corporation, and making the Delaware Corporation the surviving entity.
The change of domicile from Florida to Delaware was agreed to by the consent of
the majority of our outstanding voting stock held by Century Capital Partners
and Corporate Services International, Inc.
Effective September 30, 2008 the Company changed its name to Ravenwood
Bourne, Ltd., enacted a 1:75 reverse split of its outstanding common stock and
changed the authorized capital stock to 300,000,000 shares $.001 par value
common stock and 10,000,000 shares of preferred stock $.001 par value. Of the
preferred stock 1,000,000 shares were designated as Series B Preferred Stock.
Each share of Series B Preferred Stock entitles the holder thereof to ten (10)
votes on all matters submitted to stock holders for vote, is convertible into
ten (10) shares of common stock and has a liquidation preference of $1.00 per
share. The Company's name change is not meant to be reflective of any business
plan or particular business industry but rather is thought by management to be
neutral and therefore may assist in the Company's current business plan as
described herein. Upon designation of the Series B Preferred Stock, same was
issued to Corporate Services International, as agreed by the Company, in
exchange for Corporate Services International $20,000 capital investment. On
January 19, 2009, Corporate Services International, Inc. converted the 1,000,000
shares of Series B Preferred Stock into 10,000,000 shares of common stock.
The name change, reverse split and change in authorized capital stock was
agreed to by the consent of the majority of our outstanding voting stock held by
Century Capital Partners and Corporate Services International, Inc.
CURRENT BUSINESS PLAN
Ravenwood Bourne is a shell company in that it has no or nominal
operations and either no or nominal assets. At this time, Ravenwood Bourne's
purpose is to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange Act registered
corporation. The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a business
venture of virtually any kind or nature. This discussion of the proposed
business is purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because the Company has
nominal assets and limited financial resources. This lack of diversification
should be considered a substantial risk to shareholders of the Company because
it will not permit the Company to offset potential losses from one venture
against gains from another. Management may sell its shares to a third party who
subsequently will complete a transaction to bring the Company from a shell
company to an operating entity.
Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Ravenwood Bourne would not be obligated
nor does management intend to seek pre-approval by our shareholders prior to
entering into a transaction.
Ravenwood Bourne may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
Ravenwood Bourne may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
11
Ravenwood Bourne intends to promote itself privately. The Company
anticipates that the selection of a business opportunity in which to participate
will be complex and risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders, and other factors.
Ravenwood Bourne has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. At quarter end July 31, 2009 Ravenwood Bourne had a cash
balance of $6. Management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing Form 8K's, 10K's, 10Q's and agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the `34 Act.
Nevertheless, the officer and director of Ravenwood Bourne has not conducted
market research and is not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company, or successor
management, with such outside assistance as he or they may deem appropriate. The
Company intends to concentrate on identifying preliminary prospective business
opportunities, which may be brought to its attention through present
associations of the Company's officer and director. In analyzing prospective
business opportunities, the Company will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant factors.
The Company will not acquire or merge with any company for which audited
financial statements are not available.
The foregoing criteria are not intended to be exhaustive and there may be
other criteria that the Company may deem relevant.
The Officer of Ravenwood Bourne has some, but not extensive experience in
managing companies similar to the Company and shall mainly rely upon his own
efforts, in accomplishing the business purposes of the Company. The Company may
from time to time utilize outside consultants or advisors to effectuate its
business purposes described herein. No policies have been adopted regarding use
of such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid. However, because of the
limited resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.
Ravenwood Bourne does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition. Rather Ravenwood Bourne intends to borrow money from management
related parties to finance ongoing operations.
Management intends to devote such time as it deems necessary to carry out
the Company's affairs. We cannot project the amount of time that our management
will actually devote to our plan of operation.
Ravenwood Bourne intends to conduct its activities so as to avoid being
classified as an "Investment Company" under the Investment Company Act of 1940,
and therefore avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.
Management has not identified and is not currently negotiating a new
business opportunity for us. As of September 10, 2009, Ravenwood Bourne is not
in negotiations with, nor does it have any agreements with any potential merger
candidate or any transaction that could result in a change of control of the
Company.
12
GOVERNMENT REGULATIONS
As a registered corporation, Ravenwood Bourne, Inc. is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"34 Act") which includes the preparation and filing of periodic, quarterly and
annual reports on Forms 8K, 10Q and 10K. The 34 Act specifically requires that
any merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the `34 Act.
RAVENWOOD BOURNE IS A BLANK CHECK COMPANY
At present, Ravenwood Bourne is a development stage company with no
revenues and has no specific business plan or purpose. Ravenwood Bourne's
business plan is to seek new business opportunities or to engage in a merger or
acquisition with an unidentified company. As a result, Ravenwood Bourne is a
blank check company and any offerings of our securities would need to comply
with Rule 419 under the Act. The provisions of Rule 419 apply to every
registration statement filed under the Securities Act of 1933, as amended, by a
blank check company. Rule 419 requires that the blank check company filing such
registration statement deposit the securities being offered and proceeds of the
offering into an escrow or trust account pending the execution of an agreement
for an acquisition or merger. In addition, the registrant is required to file a
post effective amendment to the registration statement containing the same
information as found in a Form 10 registration statement, upon the execution of
an agreement for such acquisition or merger. The rule provides procedures for
the release of the offering funds in conjunction with the post effective
acquisition or merger. Ravenwood Bourne has no current plans to engage in any
such offerings.
RAVENWOOD BOURNE'S COMMON STOCK IS A PENNY STOCK
Ravenwood Bourne's common stock is a "penny stock," as defined in Rule
3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Ravenwood Bourne is subject to
the penny stock rules, it may be more difficult to sell our common stock.
ACQUISITION OF OPPORTUNITIES
Management owns 11,200,000 shares (post split) of common stock or 99% of
the total issued and outstanding shares of Ravenwood Bourne. As a result,
management will have substantial flexibility in identifying and selecting a
prospective new business opportunity. In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. It may also acquire stock or assets of an
existing business. On the consummation of a transaction, it is probable that the
present management and shareholders of the Company will no longer be in control
of the Company. In addition, the Company's directors may, as part of the terms
of the acquisition transaction, resign and be replaced by new directors without
a vote of the Company's shareholders or may sell their stock in the Company.
Moreover, management may sell or otherwise transfer his interest in the Company
to new management who will then continue the Company business plan of seeking
new business opportunities.
It is anticipated that any securities issued in any reorganization would
be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.
13
With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
Ravenwood Bourne will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
Ravenwood Bourne does not intend to provide its security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.
Ravenwood Bourne has not expended funds on and has no plans to expend
funds or time on product research or development.
COMPETITION
Ravenwood Bourne will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. In view of Ravenwood
Bourne's combined extremely limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors.
EMPLOYEES
Ravenwood Bourne currently has no employees. The business of the Company
will be managed by its sole officer and director and such officers or directors
which may join the Company in the future, and who may become employees of the
Company. The Company does not anticipate a need to engage any fulltime employees
at this time.
OVERVIEW
Effective October 31, 2005, the Company approved and authorized a plan of
quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its November 1, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From November 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).
Our current activities are related to seeking new business opportunities.
We will use our limited personnel and financial resources in connection with
such activities. It may be expected that pursuing a new business opportunity
will involve the issuance of restricted shares of common stock. At July 31, 2009
we had cash assets of $6. At July 31, 2009 the Company had current liabilities
of $23,609, $22,659 of which is due to related parties.
We have had no revenues in the quarter ended July 31 2009. Our operating
expenses for the quarter end July 31, 2009 were $11,650, comprised of general
and administrative expenses. Accordingly, we had a net loss of $11,650 and a net
loss per share of $Nil for the quarter end July 31, 2009.
14
CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
Management related parties have invested $32,562 into the Company in
exchange for 11,200,000 (post split) shares of common stock. In addition,
management has loaned the Company $22,659 for ongoing expenses. While we are
dependent upon interim funding provided by management to pay professional fees
and expenses, we have no written finance agreement with management to provide
any continued funding. As of July 31, 2009 the Company had current liabilities
of $23,609, $22,659 of which was due to related parties. Although we believe
management will continue to fund the Company on an as needed basis, we do not
have a written agreement requiring such funding. In addition, future management
funding, will more than likely be in the form of loans, for which the Company
will be liable to pay back.
Management provided, without cost to the Company, his services, valued at
$1,800 per month through July, 2009, which totaled $16,200 for the nine months
then ended. The principal stockholder also provided, without cost to the
Company, office space valued at $200 per month, which totaled $1,800 for the
nine months ended July 31, 2009. The total of these expenses was $18,000 and was
reflected in the statement of operations as general and administrative expenses
with a corresponding contribution of paid-in capital.
The Company has limited liquidity or capital resources. As of July 31,
2009, the Company had a cash balance of $6. In the event that the Company cannot
complete a merger or acquisition and cannot obtain capital needs for ongoing
expenses, including expenses related to maintaining compliance with the
securities laws and filing requirements of the Securities Exchange Act of 1934,
the Company could be forced to cease operations.
Ravenwood Bourne currently plans to satisfy its cash requirements for the
next 12 months though it's current cash and by borrowing from its officer and
director or companies affiliated with its officer and director and believes it
can satisfy its cash requirements so long as it is able to obtain financing from
these affiliated entities. Ravenwood Bourne currently expects that money
borrowed will be used during the next 12 months to satisfy the Company's
operating costs, professional fees and for general corporate purposes. The
Company may explore alternative financing sources, although it currently has not
done so.
Ravenwood Bourne will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.
In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.
There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.
The Company currently has no plans to conduct any research and development
or to purchase or sell any significant equipment. The Company does not expect to
hire any employees during the next 12 months.
OFF BALANCE SHEET ARRANGEMENTS
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to Ravenwood Bourne, Ltd. as a smaller reporting company.
15
ITEM 4T. CONTROLS AND PROCEDURES
It is the responsibility of the chief executive officer and chief
financial officer of Ravenwood Bourne, Ltd. to establish and maintain a system
for internal controls over financial reporting such that Ravenwood Bourne, Ltd.
properly reports and files all matters required to be disclosed by the
Securities Exchange Act of 1934 (the "Exchange Act"). Michael Anthony is the
Company's chief executive officer and chief financial officer. The Company's
system is designed so that information is retained by the Company and relayed to
counsel as and when it becomes available. As the Company is a shell company with
no or nominal business operations, Mr. Anthony immediately becomes aware of
matters that would require disclosure under the Exchange Act. After conducting
an evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of July 31, 2009, he has concluded that
the Company's disclosure controls and procedures were effective to ensure that
information required to be disclosed by it in its reports filed or submitted
under the Exchange Act is recorded, processed summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange
Commission (the "SEC").
This quarterly report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this quarterly report.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to that
evaluation, and there were no significant deficiencies or material weaknesses in
such controls requiring corrective actions.
Evaluation of and Report on Internal Control over Financial Reporting
- ---------------------------------------------------------------------
The management of the Registrant is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
Management assessed the effectiveness of the Company's internal control
over financial reporting as of July 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.
16
Based on its assessment, management concluded that, as of July 31, 2009,
the Company's internal control over financial reporting is effective based on
those criteria.
This quarterly report does not include an attestation report of the
Company's registered accounting firm regarding internal control over financial
reporting. Management's report is not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Quarterly report.
Changes in Internal Control over Financial Reporting
- ----------------------------------------------------
There was no change in our internal controls over financial reporting
identified in connection with the requisite evaluation that occurred during our
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Ravenwood Bourne's officers and directors are not aware of any threatened
or pending litigation to which the Company is a party or which any of its
property is the subject and which would have any material, adverse effect on the
Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following is a list of unregistered securities sold by the Company
within the last three years including the date sold, the title of the
securities, the amount sold, the identity of the person who purchased the
securities, the price or other consideration paid for the securities, and the
section of the Securities Act of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.
From June, 2007 through October, 2007 Century Capital Partners, LLC
invested $12,562.00 as a capital investment into the Company. The funds were
used to pay ongoing administrative expenses, including but not limited to,
outstanding transfer agent fees, state reinstatement and filing fees and all
costs associated with conducting the shareholders meeting. In consideration for
the capital contribution, on or near October 17, 2007 Ravenwood Bourne issued to
Century Capital Partners, LLC 90,000,000 shares of its common stock (1,200,000
shares post reverse) representing approximately 88% of its common stock
outstanding on that date.
On or near August 27, 2008, Corporate Services International agreed to
contribute $20,000 as paid in capital to Ravenwood Bourne, the entire amount of
which was paid to Ravenwood Bourne on November 4, 2008. This capital
contribution is separate from and in addition to the $12,562 capital
contribution by Century Capital Partners, LLC. Ravenwood Bourne has used and
shall continue to use these funds to pay administrative and operating expenses.
Such expenses include, without limitation, fees to re-domicile the Company to
the state of Delaware; payment of state filing fees; transfer agent fees;
calling and holding a shareholder's meeting; accounting and legal fees; and
costs associated with preparing and filing this Registration Statement, etc.
In exchange for the $20,000 capital contribution by Corporate Services
International, the Company issued 1,000,000 shares of its Series B Preferred
Stock. Corporate Services International is a personal use business consulting
company of which Michael Anthony is the sole officer and director. On January
19, 2009 Corporate Services International converted the 1,000,000 shares of
Series B Preferred Stock into 10,000,000 shares of restricted common stock.
The Company believes that the issuance and sale of the restricted shares
was exempt from registration pursuant to Section 4(2) of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. In addition, other exemptions, such as state specific exemptions
and other federal exemptions, may apply. An appropriate restrictive legend is
affixed to the stock certificates issued in such transactions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 21, 2007 after notice to all shareholders, the Company held an
annual meeting for the purposes of the election of directors. At the meeting,
Michael Anthony was elected the sole Director. Immediately following the
shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer. The total votes, in pre-split numbers in favor of Mr. Anthony's
election were 96,024,443 (including those shares held by Century Capital
Partners and Corporate Services International); those against were 189,570; and
those abstaining were 0.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
NUMBER DESCRIPTION
- ------ -----------
3.1.1 Certificate of Incorporation dated May 14, 1987*
3.1.2 Articles of Amendment dated June 30, 1998*
3.1.3 Articles of Amendment dated November 12, 1998*
3.1.4 Articles of Amendment dated June 22, 2006*
3.1.5 Certificate of Incorporation of Delaware entity dated October
11, 2007*
3.1.6 Articles of Amendment dated October 18, 2007*
3.1.7 Certificate of Amendment dated August 27, 2008*
2.1.1 Agreement and Plan of Merger dated December 5, 2007*
2.1.2 Certificate of Merger - Delaware - dated December 5, 2007*
2.1.3 Articles of Merger - Florida - dated December 7, 2007*
3.2.1 Florida Amended and Restated By-Laws*
3.2.2 Delaware Amended and Restated By-Laws*
31.1 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
* Previously filed with the Company's Form 10 filed on November
12, 2008
REPORTS ON 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: September 10, 2009 RAVENWOOD BOURNE, LTD.
By: /s/ Michael Anthony
------------------------------
Name: Michael Anthony
Title: Chief Executive Officer
18