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: April 30, 2011





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.)





855 Village Center Drive, Suite 151, North Oaks, MN 55127


(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 June 9, 2011










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
17Item 3.
Default Upon Senior Securities
17Item 4.
Removed and Reserved
17Item 5.
Other Information
17Item 6.
Exhibits
17Signatures

18





2


PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


Ravenwood Bourne, Ltd.Balance Sheet30-Apr


Oct 31,2011


2010(unaudited)AssetsCurrent assetsCash

$
0


$
0Prepaid expenses


0



0Total current assets


0



0Total Assets

$
0


$
0Liabilities and Stockholders' DeficiencyCurrent liabilities:Accounts payable-trade

$
3,358


$
1,647Accrued expenses


0



0Due to related parties


6,496



0Total current liabilities


9,854



1,647Stockholders' Deficiency:Common stock-300,000,000 authorized $001 par value12,162,040 shares issued & outstanding


12,162



12,162Additional paid-in capital


140,869



128,869Deficit accumulated since quasi reorganization Oct. 31, 2005


(162,885
)


(142,678
)Total Stockholders' Deficiency


(9,854
)


(1,647
)Total Liabilities & Stockholders' Deficiency

$
0


$
0




See notes to unaudited interim financial statements.
 3




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


Six Months Ended April 30,2011


2010


2011


2010Revenue

$
0


$
0


$
0


$
0Costs & Expenses:General & administrative


6,000



6,000



20,207



15,810Interest


0



0



0



0Total Costs & Expenses


6,000



6,000



20,207



15,810Loss from continuing operations before income taxes


(6,000
)


(6,000
)


(20,207
)


(15,810
)Income taxes


0



0



0



0Net Loss

$
(6,000
)

$
(6,000
)

$
(20,207
)

$
(15,810
)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)


12,162,040



11,631,703



12,162,040



11,494,637





See notes to unaudited interim financial statements.




4




Ravenwood Bourne, Ltd.Statement of Cash Flows(unaudited)Six Months Ended April 302011


2010Cash flows from operating activities:Net Loss

$
(20,207
)

$
(15,810
)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


6,496



0Increase (decrease) in accounts payable & accrued expenses


1,711



(164
)Cash used by operating activities:


0



(3,974
)Cash used in investing activities


0



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


0



275,000Redemption of common stock


0



(275,000
)Capital contributed by related party


0



3,148Proceeds of related party debt borrowings


0



500Cash generated by financing activities


0



3,648Change in cash


0



(326
)Cash-beginning of period


0



326Cash-end of period

$
0


$
0





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, 2010 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, 2011 and 2010. 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.




6




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 2011 or 2010.




3.        New Accounting Standards




In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.




In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements..




In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principlesas the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.




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





4. 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 $6,496.




7




Fair value of services:Certain related parties provided, without cost to the Company, their services, valued at $1,800 per month throughApril 30, 2011 and 2010, 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 endedApril 30, 2011 and 2010. The totalof 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.





8




ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATION





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.





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 both April 30, 2011 and October 31, 2010, we had cash assets of $0.  At April 30, 2011 we had current liabilities of $9,854, $6,496 of which was due to related parties.   At October 31, 2010 the Company had current liabilities of $1,647, none due to related parties.




We have had no revenues for the three or six months ended April 30, 2011 or April 30, 2010.  Our operating expenses for the six months ended April 30, 2011 and April 30, 2010 were $20,207 and $15,810, respectively, comprised of general and administrative expenses.  Our operating expenses for the three months ended April 30, 2011 and April 30, 2010 were $6,000 and $6,000, respectively, comprised of general and administrative expenses. Accordingly, we had a net loss of $20,207 and $15,810, for the six months ended April 30, 2011 and April 30, 2010, respectively.




9




CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES





Prior management related parties have invested $32,562 into the Company in exchange for 1,200,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock. In addition, management has loaned the Company $4,509 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 April 30, 2011 the Company had current liabilities of $9,854, $6,496 due to related parties and as of October 31, 2010 the Company had current liabilities of $1,647, none of which was due to related parties. In particular, prior management has loaned the Company $4,509.




Certain related parties provided, without cost to the Company, his services, valued at $1,800 per month through April 30, 2011 which totaled $5,400 for the quarter then ended. Also provided, without cost to the Company, office space valued at $200 per month, which totaled $600 for the three months ended April 30, 2011. The total of these expenses was $12,000 for the six-month period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.




PLAN OF OPERATION





The Board of Directors of the Company has determined that the best course of action for the Company is to complete a business combination with an existing business. The Company has limited liquidity or capital resources. 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 its 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.




10




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"). Fotis Georgiadis 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. Georgiadis 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 April 30, 2011, 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.




11




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 31 July 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 31 July 2010, 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





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





None.





ITEM 3.                     DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM 4.   (REMOVED AND RESERVED)





ITEM 5.                     OTHER INFORMATION





None.




12




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*31.1

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.**

Previously filed with the Company's Form 10-Q filed on June 14, 2010.





13




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 15, 2011
RAVENWOOD BOURNE, LTD.By:  /s/ Fotis GeorgiadisName: Fotis GeorgiadisTitle: Chief Executive Officer and Chief Financial Officer (principal executive, financing and accounting officer)




14