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: 30 April 2010





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 incorporation or organization)
(I.R.S. Employer Identification No.)





1900 Main Street, #300, Irvine, California 92614


(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. 12,162,040 as of 31 May 2010







RAVENWOOD BOURNE, LTD.




TABLE OF CONTENTS





PagePart IItem 1.
Financial Statements
1Item 2.
Management's Discussion and Analysis
7Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14Item 4.
Controls and Procedures
14Part IIItem 1.
Legal Proceedings
16Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16Item 3.
Default Upon Senior Securities
17Item 4.
Submission of Matters to a Vote of Security Holders
17Item 5.
Controls and Procedures
17Item 6.
Exhibits
17Signatures
18











PART I - FINANCIAL INFORMATION





ITEM 1.               FINANCIAL STATEMENTS





Ravenwood Bourne, Ltd.Balance SheetApril 30,
Oct 31,2010

2009(unaudited)AssetsCurrent assetsCash

$
0


$
326Prepaid expenses


0



0Total current assets


0



326Total Assets

$
0


$
326Liabilities and Stockholders' DeficiencyCurrent liabilities:Accounts payable-trade

$
950


$
1,114Accrued expenses


0



0Due to related parties


0



26,659Total current liabilities


950



27,773Stockholders' Deficiency:Common stock-300,000,000 authorized $001 par value12,162,040 shares issued & outstanding


12,162



11,362Additional paid-in capital


116,869



75,362Deficit accumulated since quasi reorganization Oct. 31, 2005


(129,981
)


(114,171
)Total Stockholders' Deficiency


(950
)


(27,447
)Total Liabilities & Stockholders' Deficiency

$
0


$
326See notes to unaudited interim financial statements.


1




Ravenwood Bourne, Ltd.Statement of Operations(unaudited)Three Months Ended April 30,

Six Months Ended April 30,2010

2009

2010

2009Revenue

$
0


$
0


$
0


$
0Costs & Expenses:General & administrative


6,000



11,173



15,810



23,348Interest


0



0



0



0Total Costs & Expenses


6,000



11,173



15,810



23,348Loss from continuing operations before income taxes


(6,000
)


(11,173
)


(15,810
)


(23,348
)Income taxes


0



0



0



0Net Loss

$
(6,000
)

$
(11,173
)

$
(15,810
)

$
(23,348
)Basic and diluted per share amounts:Continuing operations

Nil


Nil


Nil


NilBasic and diluted net loss

Nil


Nil


Nil


NilWeighted average shares outstanding (basic & diluted)


11,631,703



11,361,982



11,494,637



6,942,092See notes to unaudited interim financial statements.






2




Ravenwood Bourne, Ltd.Statement of Cash Flows(unaudited)Six Months Ended April 302010

2009Cash flows from operating activities:Net Loss

$
(15,810
)

$
(23,348
)Adjustments required to reconcile net lossto cash used in operating activities:Fair value of services provided by related parties


12,000



12,000Expenses paid by related parties


0



0Payments made on related party payables


0



(10,000
)Increase (decrease) in accounts payable & accrued expenses


(164
)


(11,796
)Cash used by operating activities:


(3,974
)


(33,144
)Cash used in investing activities


0



0Cash flows from financing activities:Proceeds from issuance of common stock


275,000



0Redemption of common stock


(275,000
)


0Proceeds from issuance of preferred stock


0



20,000Capital contributed by related party


3,148



0Proceeds of related party debt borrowings


500



13,150Cash generated by financing activities


3,648



33,150Change in cash


(326
)


6Cash-beginning of period


326



0Cash-end of period

$
(0
)

$
6See notes to unaudited interim financial statements.


3


Ravenwood Bourne, Ltd.Statement of Stockholders' DeficiencyPreferred Stock

Common StockShares

Amount

Shares

Common

Stock

Additional

paid-in

capital

Deficit

Accumulated

since quasi

reorganization

Oct 31, 2005Balance at October 31, 2008








1,362,040


$
1,362


$
41,362


$
(69,329
)Stock issued for cash


1,000,000



20,000Conversion of Preferred


(1,000,000
)


(20,000
)


10,000,000



10,000



10,000Fair value of services provided by related party


















24,000Net Loss






















(44,842
)Balance at October 31, 2009


0


$
0



11,362,040


$
11,362


$
75,362


$
(114,171
)Stock issued for cash










12,000,000



12,000



263,000Purchase and retirement of treasury stock










(11,200,000
)


(11,200
)


(263,800
)Fair value of services provided by related party


















12,000Capital contributed by related party


















3,148Conversion of related party debt


















27,159Net Loss






















(15,810
)Balance at April 30, 2010


0


$
0



12,162,040


$
12,162


$
116,869


$
(129,981
)See notes to unaudited interim financial statements.




4


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, 2009 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 six-month periods ended April 30, 2010 and 2009. 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.
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 formerly issuable 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.





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 2010 or 2009.





3.
New Accounting Standards


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.





In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards CodificationTM (the “Codification”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. When effective, the Codification will supersede all existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. Following SFAS 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification. SFAS 168 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has evaluated this new statement and has determined that it will not have a significant impact on the determination or reporting of its financial results.


5





In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS 165"). SFAS 165 establishes guidance related to accounting for and disclosure of events that happen after the date of the balance sheet but before the release of the financial statements. SFAS 165 is effective for reporting periods ending after June 15, 2009. The Company adopted SFAS 165 on August 1, 2009. SFAS 165 affects disclosures only.





Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.




4.     Stockholders' Equity:




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.




On March 31, 2010, we issued 12,000,000 shares of our common stock to Bedrock Ventures, Inc. Under the terms of this transaction we received $275,000 for the shares we issued.




On April 1, 2010, we repurchased and retired a total of 11,200,000 shares of our common stock from two of our shareholders for a total cash payment of $275,000. We repurchased 10,000,000 shares from Corporate Services International, Inc and 1,200,000 shares from Century Capital Partners, LLC. These to repurchases were funded from the proceeds of the Bedrock Ventures, Inc. transaction.




As a result of the transactions, Bedrock Ventures, Inc. became the holder of 99% of our issued and outstanding shares of common stock.




Preferred Stock





We are currently authorized to issue up to 10,000,000 shares of $ 0.001 preferred stock.





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.





5.     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 $27,159 and were forgiven. Forgiveness of debt by related parties in treated as a capital transaction. Accordingly, we increased paid-in capital by this amount in the period ended April 30, 2010.





Fair value of services:Certain related parties provided, without cost to the Company, their services, valued at $1,800 per month through April 30, 2010 and 2009, which totaled $10,800 for the respective six-month periods then ended. Also, without cost to the Company, office space valued at $200 per month was provided which totaled $1,200 for the respective six-month periods ended April 30, 2010 and 2009. The total of these expenses was $12,000 for each period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.





6





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 sums 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.


7





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 managing 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's business and implement the Company's business plan. Such expenses include, without limitation, fees to redomicile 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.


8





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 business consulting company of which Michael Anthony is the sole officer and director. 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.





In addition to, and separate from the above discussed capital investments, through January 31, 2010, Century Capital Partners has loaned the Company $22,159 for ongoing general and administrative expenses.





Moreover, Michael Anthony, as officer and director has agreed to assist the Company in its efforts to salvage value for the benefit of its shareholders. Mr. Anthony's efforts include and will continue to include, but are not limited to, assistance in gathering information, retaining counsel and working with counsel and the auditor for purposes of preparation of this Registration Statement 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.





Effective September 30, 2008 the Company changed its name to Ravenwood Bourne, Inc., 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.





On or around 30 March 2010 the Company issued 12,000,000 shares of its common stock to Bedrock Ventures, Inc. for a total consideration of $275,000.





On or around 01 April 2010 the Company redeemed a total of 11,200,000 shares from CENTURY CAPITAL PARTNERS, LLC. and CORPORATE SERVICES INTERNATIONAL, INC. for a total of $275,000.





On 05 April 2010 Michael Anthony appointed Keith A. Rosenbaum as the sole officer and director of the Company. Michael Anthony then resigned all positions in and with the company as of the same date.





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.


9





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.





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 30 April 2010 Ravenwood Bourne had a cash balance of $0. 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.


10





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.





The time and costs required to pursue new business opportunities, which includes due diligence investigations, negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.





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.





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.


11


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 OPPORTUNITIES





Management has been appointed by the owner of 12,000,000 shares of common stock, or 98.7% 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.





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.


12


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. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. 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 April 30, 2010 we had cash assets of $0. At April 30, 2010 the Company had current liabilities of $950, none of which is due to related parties.





We have had no revenues in the quarter ended 30 April 2010. Our operating expenses for the quarter end 30 April 2010 were $6,000.  Accordingly, we had a net loss of $6,000 and a net loss per share of $0 for the quarter end 30 April 2010.





CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES





Management was appointed by the party which invested $275,000 into the Company in exchange for 12,000,000 shares of common stock. 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 30 April 2010 the Company had current liabilities of $950. 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.


13


The Company has limited liquidity or capital resources. As of 30 April 2010, the Company had a cash balance of $0. 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 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.





ITEM 4.               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"). Keith A. Rosenbaum 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. Rosenbaum 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 30 April 2010, 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").


14





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 30 April 2010. 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.





Based on its assessment, management concluded that, as of 30 April 2010, the Company's internal control over financial reporting is effective based on those criteria.


15


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





Other than a change in the management of our Company, 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.


16


On or around 30 March 2010 the Company issued 12,000,000 shares of its common stock to Bedrock Ventures, Inc. for a total consideration of $275,000.




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 a 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.





ITEM 4.               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM 5.               OTHER INFORMATION





None.





ITEM 6.               EXHIBITS





NUMBER
DESCRIPTION3.1.1
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*Stock Purchase Agreement dated March 31, 2010Repurchase Agreement dated April 1, 201031.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
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




17





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:  June 14, 2010
RAVENWOOD BOURNE, LTD.By:
/s/ Keith A. RosenbaumName: Keith A. RosenbaumTitle: Chief Executive Officer











18