Attached files
| file | filename |
|---|---|
| EX-10.2 - REPURCHASE AGREEMENT - EMAV Holdings, Inc. | rvnw8k20100331ex10-2.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - EMAV Holdings, Inc. | rvnw8k20100331ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 31, 2010
RAVENWOOD
BOURNE, LTD.
---------------------------
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
000-53492
|
26-3167800
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
1900
Main Street, Ste. 300
Irvine, California
92614
(Address
of Principal Executive Offices)
(949)
851-5996
(Registrant's
telephone number including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01
Entry into a Material Definitive Agreement.
A.
Stock Issuance
Transaction:
Summary: On March 31, 2010, we
closed a transaction in which 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. The proceeds we received were used for the stock
redemption transaction described in Subsection B of this Item 1.01.
In
connection with this transaction we entered into a Stock Purchase Agreement with
Bedrock Ventures, Inc. The Stock Purchase Agreement provided for the issuance of
the 12,000,000 shares and the payment of the $275,000. The Stock Purchase
Agreement also contained representations and warranties of the Company, as well
as affirmative and negative covenants imposed by us and accepted as obligations
of the Company. The Stock Purchase Agreement also contained representations and
warranties of Bedrock Ventures, Inc., as well as affirmative and negative
covenants imposed by us and accepted as obligations of Bedrock Ventures,
Inc.
The
foregoing descriptions of the Stock Purchase Agreement do not purport to be
complete and are qualified in their entirety by the terms and conditions of the
Stock Purchase Agreement. A copy of the Stock Purchase Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by
reference.
Securities Act Exemption: The
securities issued pursuant to the Stock Purchase Agreement were acquired by
Bedrock Ventures, Inc. in a transaction meeting the requirements of
Section 4(2) and/or Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), and have not been registered under the
Securities Act or state securities laws and may not be offered or sold in the
United States absent registration with the Securities and Exchange Commission
(“SEC”) or an applicable exemption from the registration
requirements.
Bedrock
Ventures, Inc. represented its intention to acquire the securities for
investment only and not with a view toward distribution. Bedrock Ventures, Inc.
was given adequate information about us to make an informed investment decision.
We did not engage in any general solicitation or advertising.
B.
Stock Redemption
Transaction:
Summary: On April 1, 2010, we
closed a transaction in which we repurchased 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.; we
repurchased 1,200,000 shares from Century Capital Partners, LLC. The proceeds to
fund these repurchases were received from the stock issuance transaction
described in Subsection A of this Item 1.01.
In connection with this
transaction we entered into a Repurchase Agreement with Corporate Services
International, Inc. and Century Capital Partners, LLC. The Repurchase Agreement
provided for the repurchase of the 10,000,000 shares and the payment of the
$275,000. The Repurchase Agreement also contained representations and warranties
of Corporate Services International, Inc. and Century Capital Partners,
LLC.
Michael Anthony, who was our sole
officer and director at the time of the transaction, is the sole member and
manager of Century Capital Partners, LLC. This material relationship was
disclosed to us prior to the redemption transaction and was expressly disclosed
in the Repurchase Agreement.
2
Michael Anthony, who was our sole
officer and director at the time of the transaction, is the sole beneficiary of
Corporate Services International, Inc. This material relationship was disclosed
to us prior to the redemption transaction and was expressly disclosed in the
Repurchase Agreement.
The
foregoing descriptions of the Repurchase Agreement do not purport to be complete
and are qualified in their entirety by the terms and conditions of the
Repurchase Agreement. A copy of the Repurchase Agreement is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
Securities Act Exemption: The
securities repurchased pursuant to the Repurchase Agreement were redeemed by us
in a transaction meeting the requirements of Section 4(1) of the Securities
Act), and have not been registered under the Securities Act or state securities
laws.
SECTION
2 - FINANCIAL INFORMATION
Item
2.03
Creation of a Direct Financial Obligation
See the
description of the Stock Redemption Transaction, including the terms and
conditions of the Repurchase Agreement, set out in Item 1.01 above, which
description is incorporated in this Item 2.03 by reference.
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered
Sales of Equity Securities
See the description of the
Stock Issuance Transaction, including the terms and conditions of the Stock
Purchase Agreement, set out in Item 1.01 above, which description is
incorporated in this Item 3.02 by reference.
See the
description of the Stock Redemption Transaction, including the terms and
conditions of the Repurchase Agreement, set out in Item 1.01 above, which
description is incorporated in this Item 3.02 by reference.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
The
disclosures set forth in Item 1.01, above, of this Report are incorporated
into this Item 5.01 by reference. As a result of the transactions described in
Item 1.01 Bedrock Ventures, Inc. became the holder of 99% of our issued and
outstanding shares of common stock.
The
following table set forth information, as of the filing of this Report,
regarding beneficial ownership of our common stock to the extent known to us
by:
(i) each
person who is known by us to own beneficially more than 5% of our common
stock;
(ii) each
Director; and
(iii) each
Officer.
3
Except as
otherwise noted, each person has sole voting and investment power as to his or
her shares. Unless otherwise noted, we believe that all persons named in the
table have sole voting and investment power with respect to all shares of our
common stock that they beneficially own. For purposes of this table, a person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon exercise of options, warrants
and convertible securities. Each beneficial owner’s percentage ownership is
determined by assuming that options, warrants and convertible securities that
are held by such person (but not those held by any other person) and that are
exercisable within 60 days from the date hereof have been
exercised.
Security
Ownership of 5% Beneficial Owners, Directors and Management
|
Title
of Class
|
|
Name and Address or
Number
in Group
|
|
Amount and Nature of
Beneficial
Ownership
|
Percentage of
Class
(%)
|
||
|
Common
Stock
|
|
Bedrock
Ventures, Inc.
855
Village Ctr. Dr.
#151
North
Oaks, MN 55127
|
|
12,000,000
|
99
|
Our directors and officers own no
common stock in our Company.
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
On April 5, 2010, our Board appointed
Keith A. Rosenbaum to our Board of Directors and named Mr. Rosenbaum Chairman of
the Board of our Company. Mr. Rosenbaum, 51, is a licensed attorney in the State
of California. Mr. Rosenbaum is the founder of Spectrum Law Group, LLP, Irvine,
California, where he has practiced for the last 9-years, focusing on corporate
transactions (public and private); general corporate law, and tax matters. Mr.
Rosenbaum has no family relationship with anyone else involved in our Company.
It is anticipated that Mr. Rosenbaum will render legal services to our
Company.
On April 5, 2010, immediately following
the appointment of Mr. Rosenbaum, Michael Anthony resigned as a member of our
Board and resigned all officer positions he previously held. Mr. Anthony’s
resignation was voluntary and not the result of any prior agreement or
understanding. There was no known disagreement with Mr. Anthony on any matter
relating to our operations, policies, or practices. Mr. Anthony’s departure was
amicable.
On April 5, 2010, immediately following
the departure of Mr. Anthony, Mr. Rosenbaum was appointed as our CEO, CFO, and
Secretary.
At this
time, our Company does not have any employment or other arrangements with Mr.
Rosenbaum regarding his current position as our sole officer and
director.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial
Statements and Exhibits
The
following exhibits are furnished with this report:
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Exhibit No.
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Exhibit Description
|
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10.1
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Stock
Purchase Agreement
|
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10.2
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Repurchase
Agreement
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RAVENWOOD
BOURNE, LTD.
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|
|
|
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/S/ Keith A.
Rosenbaum
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|
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Keith
A. Rosenbaum, Chief Executive Officer
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Date: April 6,
2010
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