SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
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): January 6, 2011
(Exact
name of registrant as specified in Charter)
Delaware
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000-53492
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26-3167800
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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855
Village Center Drive
Suite
151
North Oaks,
MN 55127
(Address
of Principal Executive Offices)
310-770-4538
(Issuer
Telephone number)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This Form 8-K/A corrects certain typographical and other errors in the
Current Report on Form 8-K filed on January 6, 2011. The Amendment restates the
original Form 8-K in its entirety.
Forward
Looking Statements
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors
(including the risks contained in the section of the Registrant’s Form 10-K
entitled “Risk Factors”) relating to Registrant’s industry, Registrant’s
operations and results of operations and any businesses that may be acquired by
Registrant. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
the Registrant believes that the expectations reflected in the forward looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements to
conform these statements to actual results.
(b) Effective
as of December 31, 2010, stockholders holding at least 98% of the outstanding
voting stock of the Registrant removed Keith Rosenbaum as the sole director of
the Board of Directors of the Registrant and elected Fotis Georgiadis
(“Georgiadis”) as the sole director. On January 5, 2011, Mr.
Georgiadis as the sole director removed Mr. Rosenbaum as Chief Executive Officer
and all other positions of the Registrant.
(c) On
January 5, 2011 the Board of Directors appointed Mr. Georgiadis as the Chief
Executive Officer, Chief Financial Officer and Secretary of the
Registrant. Mr. Georgiadis joined the Registrant as its sole director
and Chief Executive Officer, Chief Financial Officer and Secretary within the
last two weeks.
(d) Mr.
Georgiadis was recently appointed as the sole director, Chief Executive Officer,
Chief Financial Officer and Secretary of the Company. There are no
family relationships among the directors or executive officers.
Other
than Bedrock Ventures’ purchase of Registrant common stock, there are no
transactions, since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company’s total assets at year-end for the last
three completed fiscal years, and in which any related person had or will have a
direct or indirect material interest.
There is
no material plan, contract or arrangement (whether or not written) to which Mr.
Georgiadis is a party or in which he participates that is entered into or
material amendment in connection with the triggering event or any grant or award
to Mr. Georgiadis or modification thereto, under any such plan, contract or
arrangement in connection with any such event.
Item
5.07 Submission of Matters to a Vote of Security Holders
Effective
as of December 31, 2010, one stockholder holding an aggregate of 12,000,000
shares of Registrant common stock or 98.7% of the outstanding common stock of
the Registrant, executed a written consent of stockholders removing Keith
Rosenbaum as the sole director and electing Fotis Georgiadis as its sole
director.
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.
Ravenwood
Bourne, Ltd.
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Date: January
7, 2011
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By:
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/s/
Fotis Georgiadis
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Fotis
Georgiadis
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Chief
Executive Officer
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