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 quarterly period ended September 30, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

REBORNNE (USA) INC.

(Exact name of registrant as specified in the Charter)

Florida		333-110324		90-0515106
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

Level 23, 120 Albert Street, Auckland City, Aukland, New Zealand 1010

(Address of Principal Executive Offices) (Zip Code)

(+0064) 9-909-8886

(Issuer Telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

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 (§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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 22, 2010: 54,800,000 shares of common stock.

REBORNNE (USA), INC.

FORM 10-Q

September 30, 2010

TABLE OF CONTENTS


PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4T.	Controls and Procedures	27

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	(Removed and Reserved)	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
		28
SIGNATURES		29

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Rebornne (USA), Inc.

Unaudited Consolidated Financial Statements

September 30, 2010 and March 31, 2010

(Stated in US Dollars)

Rebornne (USA), Inc.

Contents	Pages

Report of Independent Registered Public Accounting Firm	4

Consolidated Balance Sheets	5

Consolidated Statements of Operations	6

Consolidated Statements of Changes in Stockholder’s Equity	7

Consolidated Statements of Cash Flows	8 – 9

Notes to Consolidated Financial Statements	10 - 23

To: The Stockholder and Board of Directors

Rebornne (USA), Inc.

Report of Independent Registered Public Accounting Firm

We have reviewed the accompanying consolidated balance sheets of Rebornne (USA), Inc. as of September 30, 2010 and March 31, 2010, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the six-month periods ended September 30, 2010 and March 31, 2010. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with United States generally accepted accounting principles.

San Mateo, California Samuel H. Wong & Co., LLP

October 20, 2010 Certified Public Accountants

Rebornne (USA), Inc.

Consolidated Balance Sheets

As of September 30 and March 31, 2010

(Stated in US Dollars)

ASSETS	Notes		9/30/2010		3/31/2010
Current Assets
Cash and Cash Equivalents			$	850,219	$	385,445
Accounts Receivable				25,731		1,926
Other Receivable				60,067		27,221
Inventories		3		1,505,410		429,738
Advance to Suppliers				76,795		55,753
Related Parties Receivable		4		615,021		174,543
Total Current Assets				3,133,243		1,074,626
Non-Current Assets
Property, Plant & Equipment, net		5		2,262,836		2,286,977
Long-Term Investment		6		29,970		29,970
Other Assets				10,451		2,984
TOTAL ASSETS				5,436,500	$	3,394,557

LIABILITIES
Current Liabilities
Accounts Payable			$	817,993	$	18,502
Taxes Payable		7		839,882		622,288
Other Payable				543,250		61,573
Current Portion of Long-term Debt		9		8,101		-
Related Party Payable		8		746,796		973,385
Customer Deposits				543,446		69,107
Total Current Liabilities				3,499,468		1,734,855
Non-Current Liabilities
Long-term Debt		9		56,339		-
TOTAL LIABILITIES				3,555,807		1,734,855

STOCKHOLDER’S EQUITY
Preferred Stock ($0.001 par value, 10,000,000 shares authorized, 0 share issued and outstanding at September 30 and March 31, 2010) Common Stock ($0.001 par value, 100,000,000 shares authorized, 26,546,997 shares authorized issued and outstanding at September 30 and March 31, 2010)		26,547		26,547
Additional Paid in Capital		835		835
Retained Earnings		1,792,293		1,634,480
Accumulated Other Comprehensive Income		61,018		(2,160	)
TOTAL STOCKHOLDER’S EQUITY		1,880,693		1,659,702

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	5,436,500	$	3,394,557

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Operations

For the three and six-month periods ended September 30, 2010 and 2009

(Stated in US Dollars)

		3 Months			6 Months			3 Months			6 Months
		Ended			Ended			Ended			Ended
	Note	9/30/2010			9/30/2010			9/30/2009			9/30/2009
Revenue
Sales		$	1,708,684		$	2,727,464		$	1,114,644		$	2,403,455
Cost of Goods Sold			967,299			1,351,602			560,606			1,308,213
Gross Profit			741,385			1,375,862			554,038			1,095,242

Operating Expenses
Selling Expenses			91,376			321,240			316,590			515,433
General & Administrative Expenses			489,545			891,997			223,497			449,828
Total Operating Expenses			580,921			1,213,237			540,087			965,261

Operating Income			160,464			162,625			13,951			129,981

Other Income (Expenses)
Other Income			1			241			853			853
Other Expenses			(3,651	)		(3,775	)		-			(90	)
Interest Income			145			201			8			8
Interest Expense			(1,479	)		(1,479	)		(1,659	)		(3,601	)
Total Other Income (Expenses)			(4,984	)		(4,812	)		(798	)		(2,830	)

Earnings before Tax			155,480			157,813			13,153			127,151

Income Tax			-			-			-			-

Net Income		$	155,480		$	157,813		$	13,153		$	127,151

Earnings per share
- Basic			0.01			0.01			0.00			0.00
- Diluted			0.01			0.01			0.00			0.00

Weighted average shares outstanding
- Basic			26,546,997			26,546,997			26,546,997			26,546,997
- Diluted			26,546,997			26,546,997						26,546,997

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Changes in Stockholder’s Equity

As of September 30, 2010 and March 31, 2010

(Stated in US Dollars)

										Accumulated
	Number				Additional					Other
	of		Common		Paid in		Retained			Comprehensive
	Shares		Stock		Capital		Earnings			Income			Total
Balance at April 1, 2009		26,546,997	$	26,547	$	835	$	2,519,984		$	9,748		$	2,557,114
Net Income		-		-		-		334,573			-			334,573
Distribution of Dividends		-		-		-		(1,220,077	)		-			(1,220,077	)
Foreign Currency Translation Adjustment		-		-		-		-			(11,908	)		(11,908	)
Balance at March 31, 2010		26,546,997	$	26,547	$	835	$	1,634,480		$	(2,160	)	$	1,659,702

Balance at April 1, 2010		26,546,997	$	26,547	$	835	$	1,634,480		$	(2,160	)	$	1,659,702
Net Income		-		-		-		157,813			-			157,813
Distribution of Dividends		-		-		-		-			-			-
Foreign Currency Translation Adjustment		-		-		-		-			63,178			63,178
Balance at September 30, 2010		26,546,997	$	26,547	$	835	$	1,792,293		$	61,018		$	1,880,693

	Comprehensive Income					Accumulated
	9/30/2010		3/31/2010			Total
Net Income	$	157,813	$	334,573		$	492,386
Foreign Currency Translation Adjustment		63,178		(11,908	)		51,270
	$	220,991	$	322,665		$	543,656

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Cash Flows

As of September 30, 2010 and March 31, 2010

(Stated in US Dollars)

	3 Months			6 Months			3 Months			6 Months
	Ended			Ended			Ended			Ended
	9/30/2010			9/30/2010			9/30/2009			9/30/2009
Cash Flows from Operating Activities
Cash Received from Customers	$	2,244,155		$	3,145,151		$	1,133,584		$	2,383,243
Cash Paid to Suppliers & Employees		(2,079,192	)		(2,757,411	)		(1,051,943	)		(1,370,842	)
Cash Paid for Selling Expenses		30,020			(140,418	)		(24,574	)		(357,383	)
Cash Received for Other Income		1			241			853			853
Cash Paid for Other Expenses		(3,651	)		(3,775	)		-			(90	)
Interest received		145			201			8			8
Interest paid		(1,479	)		(1,479	)		(1,659	)		(3,601	)
VAT and Other Tax (Payments)/Refunds Received		97,267			217,594			110,764			53,291
Cash Sourced/(Used) in Operating Activities		287,266			460,104			167,033			705,479

Cash Flows from Investing Activities
Purchase of Intangible Assets		-			-			(440	)		(586	)
Purchase of Property, Plant, and Equipment		(40,628	)		(51,954	)		(158,703	)		(302,136	)
Proceeds from Disposal of Property, Plant and Equipment		3,100			3,100			-			-
Purchase of Other Assets		-			(7,467	)		(4	)		(4	)
Payment for long-term investment		-			-			(30,299	)		(30,299	)
Cash Used/(Sourced) in Investing Activities		(37,528	)		(56,321	)		(189,446	)		(333,025	)

Cash Flows from Financing Activities
Payment of Long-term Debt		(2,187	)		(2,187	)		-			-
Cash Sourced/(Used) in Financing Activities		(2,187	)		(2,187	)		-			-

Net Increase/(Decrease) in Cash & Cash Equivalents for the Year		247,551			401,596			(22,413	)		372,454

Effect of Other Comprehensive Income		906			63,178			68,424			13,100

Cash & Cash Equivalents at Beginning of Period		601,762			385,445			343,207			3,664

Cash & Cash Equivalents at End of Period		850,219			850,219			389,218			389,218

Non-cash Investing Activity
Purchase of Motor Vehicle by Way of Long-term Debt		66,628			66,628			-			-

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Reconciliation of Net Income to Cash Sourced/(Used) in Operations

For the three- and six-month periods ended September 30, 2010 and 2009

(Stated in US Dollars)

	3 Months			6 Months			3 Months			6 Months
	Ended			Ended			Ended			Ended
	9/30/2010			9/30/2010			9/30/2009			9/30/2009

Net Income	$	155,480		$	157,813		$	13,153		$	127,151

Adjustments to Reconcile Net Income to
Net Cash Provided by Cash Activities:

Depreciation		67,209			136,351			73,274			135,510
Loss on Disposal of Property, Plant and Equipment		3,271			3,271			-			-
Decrease/(Increase) in Accounts Receivable		56,044			(23,805	)		16,309			(26,720	)
Decrease/(Increase) in Other Receivable		71,244			(32,846	)		(12,580	)		(27,318	)
Decrease/(Increase) in Inventories		(983,415	)		(1,090,300	)		73,544			195,045
Decrease/(Increase) in Advance to Suppliers		(57,547	)		(21,042	)		(90,698	)		23,259
Decrease/(Increase) in Related Parties Receivable		(413,780	)		(440,478	)		143,045			(60,352	)
Decrease/(increase) in prepaid expenses		-			14,628			5,703			-
Increase/(Decrease) in Accounts Payable		709,771			799,491			(118,203	)		(25,183	)
Increase/(Decrease) in Taxes Payable		97,267			217,594			105,062			53,291
Increase/(Decrease) in Other Payable		464,697			481,677			75,698			82,891
Increase/(Decrease) in Related Party Payable		(291,157	)		(216,589	)		(132,483	)		306,937
Increase/(Decrease) in Customer Deposits		408,182			474,339			15,209			33,826

Total of all adjustments		131,786			302,291			153,880			578,328

Cash Sourced (Used) in Operation	$	287,266		$	460,104		$	167,033		$	705,479

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

1.	The Company and Principal Business Activities

Rebornne (USA), Inc. (the “Company”), formerly BTX Holdings, Inc., is a holding company whose primary business operations are conducted through its operating subsidiaries Rebornne New Zealand Ltd. (“Rebornne NZ”), Rebornne (Guangzhou) Diary Company (“Rebornne Guangzhou”), Rebornne (Shenzhen) Dairy Company (“Rebornne Shenzhen”) and Shenzhen Xin Sheng Advertising and Strategy Ltd. (“Shenzhen Xin Sheng”).

Rebornne NZ is principally engaged in formulation and production of milk powder and colostrums tablets for infants. Rebornne NZ markets its products under the Rebornne brand name. The Company sells to distributors in New Zealand and China. Rebornne Guangzhou has production facilities in Guangzhou, China. It blends and produces mainly milk powder by using Rebornne NZ’s formulations. It packages the final milk powder products and sells them throughout China under the Rebornne brand name. Rebornne Shenzhen operates a retail store in Shenzhen, China. It mainly sells packaged milk powder products as well as health food. It also has a warehouse in Shenzhen to stock its inventories. Shenzhen Xin Sheng was set up by the Company on July 16, 2010 and it is in the business of providing advertising services.

The Company was formed under the laws of the State of Florida on April 24, 2003. On May 28, 2010, the Company entered into a share exchange agreement with Rebornne NZ. Rebornne NZ wholly owns Rebornne Guangzhou and Rebornne Shenzhen. Pursuant to the share exchange agreement, the Company issued 26,546,997 shares in exchange for all of Rebornne NZ’s issued and outstanding shares. Rebornne NZ became a wholly owned subsidiary of the Company and Rebornne NZ became the Company’s controlling stockholder.

The share exchange transaction has been accounted for as a recapitalization of Rebornne NZ where the Company (the legal acquirer) is considered the accounting acquiree and Rebornne NZ (the legal acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Rebornne NZ.

Accordingly, the financial data included in the accompanying consolidated financial statements is that of the accounting acquirer (Rebornne NZ). The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

2.	Summary of Significant Accounting Policies

(A)	Method of Accounting

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

(B)	Consolidation

The consolidated financial statements include all the accounts of the Company and its three wholly-owned subsidiaries. Inter-company transactions, such as sales, cost of sales, due to/due from balances, investment in subsidiary, and subsidiary’s capitalization have been eliminated.

As of September 30, 2010, the detailed identities of the consolidated subsidiaries are as follows:

Name of Entity	Date of Incorporation	Place of Incorporation	Attributable Equity Interest	Registered Capital

Rebornne New Zealand Ltd.	December 17, 2001	New Zealand	100%	NZD $2,000
Rebornne (Guangzhou) Dairy Company	July 10, 2006	PRC	100%	USD $1,380,000
Rebornne (Shenzhen) Dairy Company	January 18, 2010	PRC	100%	USD $100,000
Shenzhen Xin Sheng Advertising and Strategy Ltd.	July 16, 2010	PRC	100%	RMB $500,000

(C)	Use of Estimates

In the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

(D)	Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

(E)	Accounts Receivable

Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

(F)	Inventories

Inventories are stated at the lower of cost or market value. Cost is computed using the first-in, first-out method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions.

(G)	Advances to Suppliers

Advances to suppliers represent the cash paid in advance for the purchase of goods. The advances to suppliers are interest free and unsecured.

(H)	Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred; major improvements enhancing the function and/or useful life are capitalized. When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

Property, plant, and equipment are depreciated using the straight-line or declining balance method over their estimated useful lives. Their useful lives are as follows:

Fixed Assets Classification	Useful Lives
Property and Leasehold Improvements	10 Years
Equipment and Furniture	2.5 to 10 Years
Motor Vehicles	4 Years

(I)	Long-Term Investment

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the consolidated statements of operations. The Company’s carrying value in an equity method investee company is reflected in the Company’s consolidated balance sheets.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or statement of operations. However, impairment charges are recognized in the consolidated statement of operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded.

(J)	Customer Deposits

Customer deposits represent the money the Company has received from customers in advance for the purchase of goods. The Company considers customer deposits as a liability until the title of goods have been transferred at which point the balance will be credited to sales revenue.

(K)	Comprehensive Income

In accordance with SFAS No. 130, “Reporting Comprehensive Income”, comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current components of other comprehensive income are unrealized gain or loss in investment and the foreign currency translation adjustment.

(L)	Revenue Recognition

Revenue from product sales is recognized net of discounts and trade allowances when the goods are shipped and title has passed.

(M)	Cost of Goods Sold

Cost of goods sold is primarily comprised of cost of goods, and other purchasing and receiving overhead costs.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

(N)	Selling Expenses

Selling expenses include outbound freight, wages of the sales force, client entertainment, commissions, and advertising.

(O)	General & Administrative Expenses

General and administrative expenses are comprised of executive compensation, wages of administrative and factory staff, professional fees, depreciation, travel and lodging, meals and entertainment, utility, and rental.

(P)	Advertising Expenses

Costs related to advertising and promotion expenditures are expensed as incurred during the year. Advertising costs are charged to selling expense.

(Q)	Retirement Plan

The employees of the Company participate in the defined contribution retirement plans managed by the local government authorities whereby the Company is required to contribute to the schemes at fixed rates of the employees’ salary. The Company’s contributions to this plan are charged to profit or loss when incurred. The Company has no obligations for the payment of retirement and other post-retirement benefits of staff other than the contributions described above.

(R)	Income Tax

The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. In accordance with SFAS No. 109 “Accounting for Income Taxes”, the Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

In respect of the Company and its subsidiaries domiciled and operated in New Zealand and the People’s Republic of China, the taxation of these entities is summarized below:

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

Entities	Countries of Domicile	Income Tax Rate
Rebornne (USA), Inc.	United States	15.00% - 35.00%
Rebornne New Zealand Limited	New Zealand	30.00%
Rebornne (Guangzhou) Dairy Company	PRC	25.00%
Rebornne (Shenzhen) Dairy Company	PRC	25.00%
Shenzhen Xin Sheng Advertising and Strategy Ltd.	PRC	25.00%

(S)	Foreign Currency Translation

The Company and its operating subsidiaries Rebornne New Zealand Limited, Rebornne (Guangzhou) Dairy Company and Rebornne (Shenzhen) Dairy Company maintain their financial statements in their functional currencies, which are the New Zealand dollar and the Renminbi (RMB) respectively. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of Rebornne NZ, Rebornne Guangzhou and Rebornne Shenzhen, which are prepared using their respective functional currencies, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates, and stockholders’ equity is translated at historical exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Exchange Rates	09/30/10	03/31/10	09/30/09
Period end RMB : US$ exchange rate	6.6981	6.8361	6.8376
Average period RMB : US$ exchange rate	6.8068	6.8383	6.8411

Period end NZD : US$ exchange rate	1.3548	1.4073	1.3947
Average period HKD : US$ exchange rate	1.4110	1.4845	1.4886

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

(T)	Financial Instruments

The Company’s financial instruments are cash and cash equivalents, accounts receivable, other receivable, advances to suppliers, related parties receivable, accounts payable, other payable and related party payable. The recorded values of these financial instruments approximate their fair values due to their short-term nature.

(U)	Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosing of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. SFAS 165 does not significantly change the types of subsequent events that an entity reports, but it requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective for interim or annual reporting requirements ending after June 15, 2009. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-01, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“ASU 2009-01”). ASU 2009-01 established the Accounting Standards Codification (the “Codification”) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. The Codification supersedes all prior non-SEC accounting and reporting standards. Following ASU 2009-01, the FASB will not issue new accounting standards in the form of FASB Statements, FASB Staff Positions, or Emerging Issues Task Force abstracts. ASU 2009-01 also modifies the existing hierarchy of GAAP to include only two levels — authoritative and non-authoritative. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009, and early adoption was not permitted. The adoption of this standard did not have an impact on the financial position, results of operations or cash flows of the Company.

In August 2009, the FASB issued ASU 2009-05, Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value (“ASU 2009-05”). ASU 2009-05 addresses concerns in situations where there may be a lack of observable market information to measure the fair value of a liability, and provides clarification in circumstances where a quoted market price in an active market for an identical liability is not available. In these cases, reporting entities should measure fair value using a valuation technique that uses the quoted price of the identical liability when that liability is traded as an asset, quoted prices for similar liabilities, or another valuation technique, such as an income or market approach. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period subsequent to August 2009 and the adoption of this update is not expected to have a material impact on the financial position, results of operations, or cash flows of the Company.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 amends the application and disclosure requirements of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities — a Replacement of FASB Statement 125 (“SFAS 140”), removes the concept of a “qualifying special purpose entity” from SFAS 140 and removes the exception from applying FASB Interpretation (“FIN”) No. 46(R), Consolidation of Variable Interest Entities — an Interpretation of ARB No. 51 (“FIN 46(R)”) to qualifying special purpose entities. SFAS 166 is effective for the first annual reporting period that begins after November 15, 2009, and early adoption is not permitted. The adoption of this standard is not anticipated to have a material impact on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force (“ASU 2009-13”). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements where products or services are accounted for separately rather than as a combined unit, and addresses how to separate 71 deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. Existing GAAP requires an entity to use vendor-specific objective evidence (“VSOE”) or third-party evidence of a selling price to separate deliverables in a multiple-deliverable selling arrangement. As a result of ASU 2009-13, multiple-deliverable arrangements will be separated in more circumstances than under current guidance. ASU 2009-13 establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price will be based on VSOE if it is available, on third-party evidence if VSOE is not available, or on an estimated selling price if neither VSOE nor third-party evidence is available. ASU 2009-13 also requires that an entity determine its best estimate of selling price in a manner that is consistent with that used to determine the selling price of the deliverable on a stand-alone basis, and increases the disclosure requirements related to an entity’s multiple-deliverable revenue arrangements. ASU 2009-13 must be prospectively applied to all revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and early adoption is permitted. Entities may elect, but are not required, to adopt the amendments retrospectively for all periods presented. The Company expects to adopt the provisions of ASU 2009-13 on January 1, 2011 and does not believe that the adoption of this standard will have a material impact on the financial position, results of operations, or cash flows of the Company.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) — Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 replaces the quantitative-based risk and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. ASU 2009-17 also requires additional disclosures about a reporting entity’s involvement in variable interest entities. The provisions of ASU 2009-17 are to be applied beginning in the first fiscal period beginning after November 15, 2009. The Company adopted ASU 2009-17 on January 1, 2010 and does not anticipate that the adoption of this standard will have a material effect on the financial position, results of operations, or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810) — Accounting and Reporting for Decreases in Ownership of a Subsidiary — A Scope Clarification. ASU 2010-02 clarifies that the scope of previous guidance in the accounting and disclosure requirements related to decreases in ownership of a subsidiary apply to (i) a subsidiary or a group of assets that is a business or nonprofit entity; (ii) a subsidiary that is a business or nonprofit entity that is transferred to an equity method investee or joint venture; and (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity. ASU 2010-02 also expands the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets to include (i) the valuation techniques used to measure the fair value of any retained investment; (ii) the nature of any continuing involvement with the subsidiary or entity acquiring a group of assets; and (iii) whether the transaction that resulted in the deconsolidation or derecognition was with a related party or whether the former subsidiary or entity acquiring the assets will become a related party after the transaction. The provisions of ASU 2010-02 will be effective for the first reporting period beginning after December 13, 2009. The Company adopted the provisions of ASU 2010-02 on January 1, 2010 and does not anticipate that the adoption of this standard will have a material impact on the financial position, results of operations, or cash flows of the Company.

In January 2010 the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) —Improving Disclosures About Fair Value Measurements. ASU 2010-06 clarifies the requirements for certain disclosures around fair value measurements and also requires registrants to provide certain additional disclosures about those measurements. The new disclosure requirements include (i) the significant amounts of transfers into and out of Level 1 and Level 2 fair value measurements during the period, along with the reason for those transfers, and (ii) separate presentation of information about purchases, sales, issuances and settlements of fair value measurements with significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company adopted the provisions of ASU 2010-06 on January 1, 2010 and does not anticipate that the adoption of this standard will have a material impact on the financial position, results of operations, or cash flows of the Company.

(V)	Subsequent Events

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

The Company evaluates subsequent events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) nonrecognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events, and based on this evaluation, the Company did not identify any recognized or nonrecognized subsequent events that would have required adjustments to the consolidated financial statements.

3.	Inventories

	09/30/2010		3/31/2010
Raw materials	$	270,639	$	49,808
Finished goods		1,234,771		379,930
	$	1,505,410	$	429,738

4.	Related Parties Receivable

	09/30/2010		03/31/2010

Rebornne Trading Company Limited	$	46,840	$	48,004
Rebornne Dairy Dongying Company		179,628		126,539
Pai Cun (Guangzhou) Health Limited		388,553		-
	$	615,021	$	174,543

The Company, Pai Cun (Guangzhou) Health Limited and Rebornne Trading Company Limited have common shareholders, whereas Rebornne NZ has an ownership interest in Rebornne Dairy Dongying Company. The amounts due from these related parties have no specific terms of repayment and are non-interest bearing and unsecured.

5.	Property, Plant, and Equipment

			Accumulated
9/30/2010	Cost		Depreciation		Net
Property and Leasehold Improvements	$	784,200	$	210,502	$	573,698
Equipment and Furniture		1,679,901		312,536		1,367,365
Motor Vehicles		378,572		56,799		321,773
	$	2,842,673	$	579,837	$	2,262,836

			Accumulated
3/31/2010	Cost		Depreciation		Net
Property and Leasehold Improvements	$	765,056	$	96,457	$	668,599
Equipment and Furniture		1,638,590		221,329		1,417,261
Motor Vehicles		323,544		122,427		201,117
	$	2,727,190	$	440,213	$	2,286,977

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

6.	Long-Term Investment

In April 2008, Rebornne NZ entered into an agreement to acquire 60% interest in Rebornne Dairy Dongying Company (“Rebornne Dongying”). Rebornne Dongying is located is Shandong, PRC. Rebornne Dongying’s primary business activity is production of fresh milk. As consideration for the 60% interest, Rebornne NZ committed to contribute $2,303,945 (RMB$15,750,000) in capital by April 29, 2010. As of September 30, 2010, the Company has contributed $29,970 in cash. The Company has also contributed a milk powder formulation to Rebornne Dongying. The milk powder formulation has been appraised at $841,123 (RMB$5,750,000).

The Company has not recognized an intangible asset on its balance sheet related to the milk powder formulation; the Company believes there is a difference in accounting recognition between PRC GAAP and US GAAP for the milk powder formulation. Under PRC GAAP, the milk powder formulation can be recognized as an intangible asset; however, the Company, from a conservative interpretation of US GAAP, has accounted for the milk powder formulation as research and development costs that have been expensed to the statements of operations in prior periods that are not presented herein.

The cash contribution made by Rebornne NZ does not exceed 20% of the net assets of Rebornne Dongying. Neither the Company nor Rebornne NZ has not been able to exert significant influence over Rebornne Dongying in terms of management of the finances and business operations for the periods presented; therefore, in light of the foregoing circumstance, the Company, at September 30, 2010 and March 31, 2010, has accounted for its investment in Rebornne Dongying using the cost method. If in the future the Company is able to exert more significant influence or increase its capital contribution, the Company would change the method for which it accounts for its investment in Rebornne Dongying.

7.	Taxes Payable

	09/30/2010		03/31/2010

Value Added Tax	$	735,258	$	524,971
Other Tax		32,157		19,405
Income Tax Payable		72,466		77,912
	$	839,882	$	622,288

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

8.	Related Party Payable

Related party payable relates to amounts owing to the shareholder of the Company. It has no specific terms of repayment and is non-interest bearing.

9.	Long-term Debt

	09/30/2010			03/31/2010

Motor Vehicle Loan	$	64,440		$	-
Less: Current Portion		(8,101	)		-
	$	56,339		$	-

Long-term debt relates to a motor vehicle loan. It matures in July 2014, is secured by the motor vehicle, bears interest at 12% per annum and is repayable at $1,803 per month.

10.	Commitments

The Company and its three wholly owned subsidiaries have operating leases for their premises expiring between October 2010 and May 2016. The minimum lease payments for the next five fiscal years are as follows:

2011 $137,992

2012 $ 94,482

2013 $ 89,678

2014 $ 95,296

2015 $ 95,296

11.	Economic, Political, and Legal Risks

The Company’s operations in China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the economic, political, legal environment, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of and for the six-month periods ended September 30, 2010 and March 31, 2010

12.	Subsequent Event

On October 18, 2010, the Company issued a total of 26,000,000 shares of common stock to the director and shareholder of the Company for cash payment of $520,000 in total pursuant to the Purchase Agreement dated October 14, 2010.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Company Overview

Rebornne (USA) Inc. f/k/a BTX Holdings, Inc. was incorporated under the laws of the State of Florida on April 24, 2003. Activities during the development stage include developing the business plan, acquiring technology and raising capital.

Pursuant to a share purchase agreement, dated December 30, 2005, BioTex Corporation, consummated an agreement with Rebornne (USA) Inc. f/k/a BTX Holdings, Inc., pursuant to which BioTex Corporation, exchanged all of its 180,551 then issued and outstanding shares of common stock for 179,145 shares or approximately 89% of the common stock of Rebornne (USA) Inc. f/k/a BTX Holdings, Inc. Effective March 8, 2010, we spun-off and sold BioTex Corp to Scott Silverman, the former President of the Company, in exchange for (i) the forgiveness of accrued salary of $397,169 owed to him as of January 29, 2010, (ii) the return and cancellation of his outstanding stock options and (iii) the cancellation of his employment agreement.

On January 29, 2010, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Rebornne New Zealand Limited (“Rebornne”). On March 22, the Company completed the transactions contemplated by the Purchase Agreement pursuant to which the Company issued a total of 750,000 shares (post reverse split), representing approximately 51% of the issued and outstanding common stock of the Company after the reverse split on the closing date, to Rebornne for a cash payment of $240,000. As a result, Rebornne became the majority shareholder of the Company. The transaction resulted in a change in control of the Company.

In connection with the change of control transaction, Scott J. Silverman resigned from the Board of Directors effective April 2, 2010, which is ten (10) days following the filing and mailing of the Schedule 14f-1 as promulgated by the Securities Exchange Act of 1934. On March 22, 2010, Mr. Silverman resigned from all his positions as officer of the Company effectively immediately. Dairy Global was appointed as the sole officer of the Company effectively immediately and appointed as the sole director effective April 12, 2010.

On March 22, 2010, a 1-for-1.422 reverse stock split (pro-rata decrease) of our issued and outstanding shares of common stock was declared effective by OTC Corporate Actions, as well as our corporate name changing from “BTX Holdings Inc.” to “Rebornne (USA), Inc.”

On May 28, 2010, we acquired Rebornne New Zealand Limited, a New Zealand Corporation, (“Rebornne NZ”) through a share exchange transaction. Pursuant to the terms of the exchange agreement, we acquired all of the outstanding shares of Rebornne NZ and in exchange, we issued an aggregate of 26,546,997 shares of our common stock to the Rebornne NZ shareholders, their designees or assigns, which totals 92.2% of our issued and outstanding shares on a fully diluted bases as of and immediately after the Closing of the Share Exchange. Rebornne NZ was incorporated in Auckland, New Zealand in 2001 by its sole shareholder and owner Dairy Global. Rebornne NZ is a growing dairy product company in New Zealand with subsidiaries in the People’s Republic of China. We produce, market, and sell our products under the “Rebornne” brand name. We focus on selling New Zealand produced colostrums and infant formula products in China, which included both premium and a more affordable series, targeted towards the general masses. In order to sell our products, we have established an extensive sales and distribution network nationwide, covering a total of 9,000 (increasing) sale locations throughout China.

Results of Operations for Rebornne USA Inc from 1st July to 30th September 2010 compared to 1st July to 30th September 2009

The following tables set forth key components of our results of operations for the period indicated, in US dollars, and key components of our revenue for the period indicated, in US dollars. The discussion following the table is based on the audited results. Percentage of difference is calculated for better comparison.

For three months ended	30/9/2010		30/9/2009		Difference
For three months ended	USD	%	USD	%	%
Revenues
Sales	1,708,684	100.0	1,114,644	100.0	53.29
Cost of Goods Sold	967,299	56.51	560,606	50.29	72.55
Gross profit	741,385	43.39	554,038	49.71	33.81
Operating Expenses
Selling Expenses	91,376	5.35	316,590	28.4	(71.14)
General & Administrative Expenses	489,545	28.65	223,497	20.05	119.04
Total Operating Expenses	580,921	34.0	540,087	48.45	7.56
Operating Income	160,464	9.39	13,951	1.25	1050.2
Other Income (Expenses)
Other Income	1	0	853	0.08	(99.88)
Other Expenses	(3,651)	(0.21)	-	-	-
Interest Income	145	0.008	8	0	1712.5
Interest Expense	(1,479)	(0.09)	(1,659)	(0.15)	10.85
Total Other Income/ (Expenses)	(4,984)	(0.21)	(798)	(0.07)	(524.6)
Earnings before Tax	155,480	9.10	13,153	1.18	1082.1
Income Tax	-	-	-	-	-
Net Income	155,480	9.10	13,153	1.18	1082.1

Net Revenue:

Net revenue for the three months ended September 30, 2010 increased by USD 594,040 or 53.29% from USD 1,114,644 for the three months ended September 30, 2009 to USD 1,708,684. Our overall net revenue increased since our sales network is expanding and the selling points has increased to 2600 locations in 2010 from 720 locations in 2009 .

Cost of sales:

Our cost of sales increased by USD 406,693 or 72.55% from USD 560,606 for the three months ended September 30, 2009 to USD 967,299 for the three months ended September 30, 2010. The increased in cost of sales is in line of the increase in revenue as described above.

Gross profit:

Gross profit increased by USD 187,347 or 33.81% from USD 554,038 for the three months ended September 30, 2009 to USD 741,385 for the three months ended September 30, 2010. The gross profit increased since both sales and cost of goods sold increased.

Operating Expenses:

Operating expenses included outbound freight, wages of sales force, entertainment, advertising, executive compensation, travel rental and etc. The total operating expenses increased by USD 40,834 or 7.56% from USD 540,087 for the three months ended September 30, 2009 to USD 580,921 for the three months ended September 30, 2010. The selling expenses in 2009 were mainly for the two Rebornne products spokesperson costs. The selling expenses in 2010 are mainly applied for products promotions, business conference events and increased numbers of employees.

Operating Income:

The operating income was USD 160,464 for the three months ended September 30, 2010 compared to USD 13,951 for three months ended September 30, 2009, there is a significant increase of USD 146,513 or 1,050.2%. The operating income in 2010 has increased is due to the better control of total operating expenses which could be kept comparable to 2009 with the gradual gross profit rose.

Net Income:

The net income was USD 13,153 for the three months ended September 30, 2009 compared to USD 155,480 for the three months ended September 30, 2010, bring an increase of USD 142,327 or 1,082.1%. The net income increases because the revenues have increased.

Results of Operations for the Six Months Ended September 30, 2010 compared to Six Months Ended September 30, 2009

For the Six Months Ended	30/9/2010		30/9/2009		Difference
For the Six Months Ended	USD	%	USD	%	%
Revenues
Sales	2,727,464	100.0	2,403,455	100.0	13.48
Cost of Goods Sold	1,351,602	49.55	1,308,213	54.43	3.32
Gross profit	1,375,862	50.44	1,095,242	45.57	25.62
Operating Expenses
Selling Expenses	321,240	11.78	515,433	21.45	(37.68)
General & Administrative Expenses	891,997	32.70	449,828	18.72	98.30
Total Operating Expenses	1,213,237	44.48	965,261	40.16	25.69
Operating Income	162,625	5.96	129,981	5.41	25.11
Other Income (Expenses)
Other Income	241	0.009	853	0.04	(71.75)
Other Expenses	(3,775)	(0.14)	(90)	(0.004)	(4094.4)
Interest Income	201	0.007	8	0	2412.5
Interest Expense	(1,479)	(0.05)	(3,601)	(0.15)	58.93
Total Other Income/ (Expenses)	(4,812)	(0.18)	(2,830)	(0.12)	(70.04)
Earnings before Tax	157,813	5.79	127,151	5.29	24.11
Income Tax	-		-		-
Net Income	157,813	5.79	127,151	5.29	24.11

Net Revenue:

Net revenue for the six months ended September 30, 2010 increased by USD 324,009 or 13.48% from USD 2,727,464 for the six months ended September 30, 2010 to USD 2,403,455 in September 30, 2009. Our overall net revenue increase is because the sales network of our company increased from 720 to 2600 locations.

Cost of sales:

Our cost of sales increased by USD 43,190 or 3.32% from USD 1,308,213 for the six months ended September 30, 2009 to USD 1,351,602 for the six months ended September 30, 2010. The reason for cost of sales increased is because there are more imported goods during this six months period in 2010.

Gross profit:

Gross profit increased by USD 280,620 or 25.62% from USD 1,095,242 for the six months ended September 30, 2009 to USD 1,375,862 for the six months ended September 30, 2010. The increase of gross profit is in the line of the increase in both revenues and sales for the six months ended 2010.

Operating Expenses:

The total operating expenses increased by USD 247,976 or 25.69% from USD965,261 for the six months ended September 30, 2009 to USD 1,213,237 for the six months ended September 30, 2010. The increase of the total operating expenses is because the business is expanding with more promotion events been run and increase numbers of employee.

Operating Income:

The operating income was USD162,625 for the six months ended September 30, 2010 compared to USD129,981 for six months ended September 30, 2009, there is increase of USD32,644 or 25.11%. The reason for the increase is because our revenues increased in a better rate than our expenses from operations increased.

Net Income:

The net income was USD 127,151 for the six months ended September 30, 2009 compared to USD 157,813 for the six months ended September 30, 2010, a gradual increase of USD 30,662 or 24.11%. The increase in net revenues is the main reason to bring the increase in net income.

Liquidity and Capital Resources

The following table sets forth the summary of our cash flows stated in US Dollar for the three months ended September 30, 2009 and 2010.

	30/9/2010	30/9/2009

Cash Flows from Operating Activities	287,266	167,033
Cash Flows from Investing Activities	(37,528)	(189,446)
Cash Flows from Financing Activities	-	-
Net Increase/(Decrease) in Cash & Cash Equivalents for the Period	247,551	(22,413)
Effect of other Comprehensive Income	906	68,424
Cash & Cash Equivalents at Beginning of Period	601,762	343,207
Cash & Cash Equivalents at End of Period	850,219	389,218

Operating Activities:

During the three months ended September 30, 2010, net cash provided by operating activities was USD 287,266, as compared to net cash used for operating activities of USD 167,033 in the three months ended September 30, 2009. This increase was primarily due to the increase of net income in 2010.

Investing Activities:

The cash flows from investing activities showed negative is because the accumulated depreciation with current inventories.

Our total cash and cash equivalents increased to USD 850,219 as September 30, 2010, as compared to USD 389,218 as of September 30, 2009. The primary uses of cash have been for selling and marketing expenses, development expenses and investment capital.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 – Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 810 – Consolidation. FASB ASC No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 810 will have on its financial statements.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 105-GAAP. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC No. 105. All other accounting literature not included in the Codification is nonauthoritative. The Adoption of FASB ASC No. 105 did not have a impact on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable because we are a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Changes in Internal Control

There have been no significant changes in our internal controls over financial reporting that occurred during the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal controls.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting 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.

Item 6. Exhibits

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REBORNNE (USA), INC.

Date: November 22, 2010	By:	/s/ Dairy Global
		Dairy Global
		President,
		Chief Executive Officer, Chief Financial Officer

Rebornne (USA), Inc. 10-Q