SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                   FORM 10-QSB

[X]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

                  For the nine months ended September 30, 2003

[ ]  Transition report under Section 13 Or 15(d) of the Securities Exchange
     Act of 1934

         For the transition period from ______________ to ______________

                        Commission file number 000-24727

                         Raven Moon Entertainment, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Florida                                           59-348779
 ----------------------                      ----------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                      120 International Parkway, Suite 220
                                Heathrow, Florida                 32746
                     --------------------------------------     --------
                    (Address of principal executive offices)   (Zip Code)

         Issuer's telephone number, including area code: (407) 304-4764
                                                        ----------------

Securities registered pursuant to Section 12(g) of the Act:

Title of Class:                        Name of each exchange
                                       on which registered:

Common Stock, par value $.0001         None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].

The number of shares outstanding of the Registrant's Common Stock as of November
18, 2003 was 51,490,171.

Transitional Small Business Disclosure Format:        Yes |_|  No |X|

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                                TABLE OF CONTENTS

Part I   FINANCIAL INFORMATION                                             Page

Item 1   Financial Statements ............................................   2

               Consolidated Balance Sheets as of September 30, 2003
                and December 31, 2002 (unaudited).........................   2

               Consolidated Statements of Operations for the Nine
                Months and Three Months Ended September 30, 2003
                and 2002 (unaudited)......................................   3

               Consolidated Statements of Changes in Deficit in
                Stockholder's Equity for the Nine Months Ended
                September 30, 2003 and 2002 (unaudited)...................   4

               Consolidated Statements of Cash Flows for the Nine
                Months and the Three Months Ended September 30, 2003
                and 2002 (unaudited)......................................   5

               Notes to Financial Statements (unaudited)..................   6

Item 2 Management Discussion and Analysis of Financial Condition and
Results of Operations.....................................................   15

         Risk Factors.....................................................   17


         Controls and Procedures..........................................   19


Part II    OTHER INFORMATION

Item 1   Legal Proceedings................................................   19

Item 6   Exhibits and Reports on Form 8-K.................................   20

SIGNATURE.................................................................   21



                                       i

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                                     Part I.

Item 1.  Financial Statements



                          RAVEN MOON ENTERTAINMENT, INC.
                            Consolidated Balance Sheet
                                September 30, 2003
                                    (unaudited)



                                      ASSETS


<S>                                                                   <C>
Cash and cash equivalents                                             $      8,275
Options receivable                                                         368,121
Receivable from affiliated company                                          46,586
Production advance, related party                                           31,000
Organization costs, net of $15,538 of accumulated
       amortization                                                           --
Investment in Club House Video, Inc.                                       368,000
Advance on future royalties - related party                                 64,000
                                                                      ------------

                                                                      $    885,982
                                                                      ============


                  LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY


Accounts payable                                                      $     50,000
Accrued salaries and wages payable to officers                             535,675
Accrued interest payable to officers and related parties                    82,451
Advance receipt for rights to 2003 Cuddle Bug Christmas Special            138,500
Advance receipt for exercise of stock options                               30,000
Notes payable officers and third parties                                    19,523
Loans from shareholders                                                     62,000
Advance from Class B Members of LLC                                          5,000
Debentures payable                                                          30,000
                                                                      ------------

                 Total liabilities                                         953,149


COMMITMENTS AND CONTINGENCIES (see note 3)


DEFICIT IN STOCKHOLDERS' EQUITY
    Preferred stock, $.0001 par value, authorized 5,000,000 shares;
                 issued and outstanding 120,495                                 12
    Common stock, $.0001 par value, authorized 200,000,000 shares;
                 issued and outstanding 44,215,508                           4,422
    Additional paid-in capital                                          14,914,098
    Accumulated deficit                                                (14,985,699)
                                                                      ------------

                 Total deficit in stockholders' equity                     (67,167)
                                                                      ------------

                                                                      $    885,982
                                                                      ============


See accompanying notes

                                         2
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                                                  RAVEN MOON ENTERTAINMENT, INC.
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                              For the nine months and three months ended September 30, 2003 and 2002
                                                            (unaudited)



                                                                     Nine months ended                 Three months ended
                                                             -------------------------------     -------------------------------
                                                             September 30,     September 30,     September 30,     September 30,
                                                             -------------     -------------     -------------     -------------
                                                                  2003              2002              2003              2002
                                                             -------------     -------------     -------------     -------------

REVENUES:
          <S>                                                 <C>               <C>               <C>               <C>
          Sales of plush toys                                 $   204,527       $     7,066       $       176       $       201
           Sale of rights to related party to manufacture,
                market and sell video, CD, and DVD products       783,198              --                --                --
                                                              -----------       -----------       -----------       -----------

                                                                  987,725             7,066               176               201

 COST OF GOODS SOLD                                               130,376              --                --                --
                                                              -----------       -----------       -----------       -----------

GROSS PROFIT                                                      857,349             7,066               176               201


EXPENSES:
           Consulting fees                                      1,700,576         1,148,065         1,218,966           688,250
           Production expense                                     488,885           583,079           142,891           167,084
           Option Rights to Gina D                                   --             489,400              --                --
           Depreciation and amortization                            1,560             4,250              --               1,417
           Interest                                                 5,188            24,439             1,584            13,580
           General and administrative expense                     669,535         1,808,670           289,125           894,152
                                                              -----------       -----------       -----------       -----------

          Total costs and expenses                              2,865,744         4,057,903         1,652,566         1,764,483
                                                              -----------       -----------       -----------       -----------

Net loss before discontinued operations                        (2,008,395)       (4,050,837)       (1,652,390)       (1,764,282)

Discontinued operations                                              --            (240,803)             --             (80,384)
                                                              -----------       -----------       -----------       -----------

Net loss                                                      $(2,008,395)      $(4,291,640)      $(1,652,390)      $(1,844,666)
                                                              ===========       ===========       ===========       ===========

Net loss per share                                            $   (0.0674)      $   (0.2957)      $   (0.0497)      $   (0.1069)
                                                              ===========       ===========       ===========       ===========


See accompanying notes

                                                                3
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                                          RAVEN MOON ENTERTAINMENT, INC.
                        CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                                  For the nine months ended September 30, 2003 and 2002
                                                     (unaudited)



                                                           Preferred Stock                   Common Stock
                                                     ----------------------------    ----------------------------
                                                        Shares          Amount          Shares          Amount
                                                     ------------    ------------    ------------    ------------

<S>                                                  <C>             <C>               <C>           <C>
Balance December 31, 2001                                 120,495    $         12      12,098,909    $      1,210

     Shares issued for cash                                  --              --            10,000               1
     Shares issued for accrued expenses                      --              --           260,000              26
     Shares issued for options
        rights to Gina D                                     --              --           800,000              80
     Common stock warrants granted                           --              --              --              --
     Common stock options granted                            --              --              --              --
     Exercise of options                                     --              --           989,687              99
     Exercise of warrants                                    --              --           415,046              41
     Shares issued for expenses                              --              --         4,627,218             463
     Shares retired                                      (300,000)            (30)             30            --
     Net loss for the period                                 --              --              --              --

                                                     ------------    ------------    ------------    ------------
Balance September 30, 2002                                120,495    $         12      18,900,860    $      1,890
                                                     ============    ============    ============    ============

Balance December 31, 2002                                 120,495    $         12      21,189,278    $      2,119

     Common stock options granted for expenses               --              --              --              --
     Common stock options granted to related party           --              --              --              --
     Shares issued to related parties for expenses           --              --         4,938,623             494
     Shares issued for expenses                              --              --         3,839,928             384
     Exercise of options                                     --              --         8,786,847             879
     Exercise of options related party                       --              --         5,686,032             569
     Shares retired                                          --              --          (225,200)            (23)
     Net loss for the period                                 --              --              --              --
                                                     ------------    ------------    ------------    ------------
Balance September 30, 2003                                120,495     $        12      44,215,508    $  4,422,000
                                                     ============    ============    ============    ============


                                                        4
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                              RAVEN MOON ENTERTAINMENT, INC.
            CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                      For the nine months ended September 30, 2003 and 2002
                                         (unaudited)
                                         (CONTINUED)


                                                      Additional
                                                       paid-in      Accumulated
                                                       capital        deficit          Total
                                                     ------------   ------------    ------------

<S>                                                  <C>            <C>             <C>
Balance December 31, 2001                            $  7,627,492   $ (8,921,147)   $ (1,292,433)

     Shares issued for cash                                 4,999           --             5,000
     Shares issued for accrued expenses                   294,974           --           295,000
     Shares issued for options
        rights to Gina D                                  389,920           --           390,000
     Common stock warrants granted                        902,500        902,500
     Common stock options granted                         125,983           --           125,983
     Exercise of options                                  349,901           --           350,000
     Exercise of warrants                                  92,169           --            92,210
     Shares issued for expenses                         1,874,617           --         1,875,080
     Shares retired
     Net loss for the period                                 --       (4,291,640)     (4,291,640)

                                                     ------------   ------------    ------------
Balance September 30, 2002                           $ 11,662,585   $(13,212,787)   $ (1,548,300)
                                                     ============   ============    ============

Balance December 31, 2002                            $ 12,115,255   $(12,977,304)   $   (859,918)

     Common stock options granted for expenses            538,070           --           538,070
     Common stock options granted to related party         99,888           --            99,888
     Shares issued to related parties for expenses        812,558           --           813,052
     Shares issued for expenses                           506,291           --           506,675
     Exercise of options                                  556,371           --           557,250
     Exercise of options related party                    285,642           --           286,211
     Shares retired                                            23           --              --
     Net loss for the period                                 --       (2,008,395)     (2,008,395)
                                                     ------------   ------------    ------------
Balance September 30, 2003                           $ 14,914,098   $(14,985,699)   $    (67,167)
                                                     ============   ============    ============


See accompanying notes

                                             4(Con't)
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                         RAVEN MOON ENTERTAINMENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the nine months and the three months ended September 30, 2003 and 2002
                                   (unaudited)



                                                                        Nine months ended             Three months ended
                                                                    --------------------------    --------------------------
                                                                   September 30,  September 30,  September 30,  September 30,
                                                                        2003          2002           2003           2002
                                                                    -----------    -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     <S>                                                            <C>            <C>            <C>            <C>
     Net loss                                                       $(2,008,395)   $(4,291,640)   $(1,652,390)   $(1,844,666)
     Discontinued operations                                               --          240,803           --           80,384
     Adjustments to reconcile net loss to net cash used
       by operating activities:
         Decrease in deposit on inventory                                28,300           --             --             --
         (Increase) in receivables from Neuhaus                            --          (40,000)          --             --
         (Increase) in options receivables                             (368,121)          --         (368,121)          --
         (Increase) in receivables from related party                   (46,586)          --          (42,983)          --
         (Increase) in production advance                               (31,000)          --          (31,000)          --
         Amortization and depreciation                                    1,560          4,250           --            1,417
         (Increase) in advance royalty payments to related party        (18,000)       (20,000)        (8,000)        (6,000)
         Increase (decrease) in accounts payable to third parties        39,500           --           50,000            (40)
         Increase in accrued wages and salaries to officers             349,290        318,776        124,416        106,272
         Increase in accrued expenses                                      --            6,040           --           14,787
         Increase (decrease) in accrued interest to officers
              and related parties                                         4,499         (8,747)         1,499         (8,747)
         Increse in advance receipt for rights to 2003 Cudd1e
              Bug Christmas Special                                     138,500           --           94,000           --
         Common stock warrants granted for expenses                        --          125,983           --           13,583
         Common stock options granted for expenses                      637,958        902,500        168,158        738,000
         Shares issued for expenses                                   1,319,727      2,265,080      1,204,057        722,146
                                                                    -----------    -----------    -----------    -----------

                   Net cash provided (used) by operations                47,232       (496,955)      (460,364)      (182,864)

CASH FLOW TO INVESTMENT ACTIVITIES
         Increase in investment in Club House Video, Inc.              (218,000)          --             --             --


CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from loan from Club House Video, Inc.                    --          246,753           --          191,011
         Payments of loan from Club House Video, Inc.                  (561,668)          --             --             --
         Proceeds from sales of Class B Memberships                       5,000           --             --             --
         Payments to Class B Members                                    (92,000)          --             --             --
         Proceeds from sale of stock for cash                              --            5,000           --             --
         Proceeds from exercise of warrants                                --           92,210           --              150
         Proceeds from exercise of options                              843,461        350,000        533,824         70,000
         Advance payments for exercise of options                        30,000           --          (10,704)          --
         Notes payable - officers                                       (58,477)      (155,869)       (63,450)       (67,001)
         Notes payable - shareholders                                      --             --             --             --
                                                                    -----------    -----------    -----------    -----------

                   Net cash provided by financing activities            166,316        538,094        459,670        194,160

         Net (decrease) increase in cash                                 (4,452)        41,139           (694)        11,296

         Cash at beginning of period                                     12,727           (224)         8,969         29,619
                                                                    -----------    -----------    -----------    -----------
         Cash at end of period                                      $     8,275    $    40,915    $     8,275    $    40,915
                                                                    ===========    ===========    ===========    ===========


See accompanying notes

                                                      5
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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                               September 30, 2003


Note 1 -- DESCRIPTION OF THE COMPANY

Raven Moon Entertainment, Inc. and its wholly owned subsidiary are primarily
engaged in the production, development, and distributing Family Values and
Christian-oriented video entertainment products. The market for these products
is worldwide, although the company will devote most of its efforts within the
continental United States.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of Raven Moon Entertainment, Inc. and its wholly
owned subsidiary JB Toys, LLC (the Company). JB Toys, LLC will cease to exist on
December 5, 2012. Inter-company transactions and balances have been eliminated
in consolidation.

REVENUE RECOGNITION -- Revenue from distribution of plush toys are recognized
upon receipt of payment or delivery of product, which does not vary
significantly from the time the products are shipped.

Revenue from the distribution of videos is recognized as earned under the
criteria established by SOP 00-2. The Company's revenue cycle is generally one
to three years, with the expectation that substantially all revenue will be
recognized in the first two years of individual videos. In accordance with SOP
00-2, the Company considers revenue earned when all of the following have
occurred:

o    The Company has a valid sale or licensing agreement in place.
o    The video is complete and in accordance with the agreement with the
     customer.
o    The video has been delivered or is deliverable.
o    The license period has begun.
o    The revenue is fixed or determinable and collection is reasonably assured.

Revenue from Club House Video, Inc, formerly Raven Moon Home Video Products,
LLC, a wholly owned subsidiary of the Company, accounted for all the revenue
from sales of plush toys and the rights to manufacture, market and sell videos,
CDs and DVDs for the nine months ended September 30, 2003.

PRODUCTION COSTS -- Production costs include costs to develop and produce video
entertainment products. These costs were paid primarily to companies and
individuals hired to perform a specific task. The Company out-sources these
activities in order to reduce overhead costs. Production costs are amortized by

                                       6

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


the ratio of current year's revenue bear to management's estimated ultimate
revenue. Because the Company cannot demonstrate through its' experience the
ultimate revenue from the video entertainment products it has elected to expense
all production costs.

STOCK FOR COMPENSATION -- The Company accounts for the issuance of common or
preferred stock for goods and services at the fair market value of the goods or
services provided or the fair market value of the common or preferred stock
issued, whichever is more reliably determined.

DEBT WITH STOCK PURCHASE WARRANTS AND BENEFICIAL CONVERSION FEATURES -- The
proceeds received from debt issued with stock purchase warrants is allocated
between debt and the warrants, based upon the relative fair value of the two
securities and/or beneficial conversion features.

UNCLASSIFIED BALANCE SHEET -- In accordance with the provisions of SOP 00-2, the
Company has elected to present an unclassified balance sheet.

INTELLECTUAL PROPERTY -- Intellectual property is recorded at the lower of cost
or net realizable value. The Company performs an impairment test of intellectual
property quarterly. SFAS 142 requires the Company to compare the fair value of
the intellectual property to its carrying amount to determine if there is
potential impairment. If the carrying amount of the intellectual property
exceeds its fair value, an impairment loss is recognized. Fair values for
intellectual property are determined based on discounted cash flows, market
multiples or appraised values as appropriate. Because the Company cannot
demonstrate through its' experience the ultimate revenue from intellectual
property it has elected to expense all costs associated with intellectual
property.

MANAGEMENT ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Actual results could differ from those estimates.

STOCK-BASED COMPENSATION -- For stock-based compensation issued to
non-employees, the Company accounts for the grants at the fair market value of
the goods or services received or the fair value of the equity instrument.

NET INCOME (LOSS) PER SHARE -- Primary earnings-per-share computations are based
on the weighted average number of shares outstanding during the period. The
weighted average number of shares outstanding was 29,792,943 and 14,511,363 for
the nine months ended September 30, 2003 and 2002, respectively. The weighted

                                       7

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


average number of shares outstanding was 33,236,313 and 17,260,667 for the three
months ended September 30, 2003 and 2002, respectively. Common stock equivalents
were not considered in the calculation of net earnings per share because their
effect would be antidilutive.

INCOME TAXES -- The Company has incurred approximately $15,000,000 of net
operating losses which may be carried forward and used to reduce taxable income
in future years. Deferred tax assets created by the net operating losses are
offset by an equal valuation allowance.

OFFICE EQUIPMENT -- Office equipment is recorded at cost. Depreciation is
calculated using the straight-line method.

RECLASSIFICATIONS -- Certain amounts reported in previous years have been
reclassified to the 2003 financial statement presentation.

Note 3 -- BUSINESS AND OPERATIONS

The Company is currently working to establish the following lines of business:

                   Home Video and Television Productions
                   Internet Retail Sales
                   Music CDs
                   Plush Toys

These financial statements are prepared on a going concern basis which assumes
that the Company will be able to realize assets and discharge liabilities in the
normal course of business. Accordingly, it does not give effect to adjustments,
if any, that would be necessary should the Company be unable to continue as a
going concern and therefore be required to realize assets and liquidate its
liabilities, contingent obligations and commitments in other than the normal
course of business and the amounts which may be different from those shown in
these financial statements. The ability to continue as a going concern is
dependent on its ability to:

                  Obtain additional debt and equity financing.
                  Generate profitable operations in the future.

The Company has initiated several actions to generate working capital; and
improve operating performances, including equity and debt financing and cost
reduction measures. There can be no assurance that the company will be able to
successfully implement its plan, or if successfully implemented the Company will
achieve its goals. Furthermore, if the Company is unable to raise additional
funds it may be required to reduce its workforce, reduce compensation levels,
reduce dependency on outside consultants, modify its growth and operating plans,
and even be forced to terminate operations completely.

                                       8

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                               September 30, 2003
                                   (Continued)


Note 4 -- DISCONTINUED OPERATIONS

On January 14, 2003, the Company announced its intention to split into two
independent publicly traded companies by spinning off Raven Moon Home Video
Products, LLC as a dividend to shareholders. Raven Moon Entertainment, Inc.
shareholders will be awarded a pro-rata distribution of stock in the new
company. The spinoff was accomplished by the Company's contribution of Raven
Moon Home Video Products, LLC to Club House Video, Inc. All of the common stock
was then distributed to the Class B Members of the LLC on a basis of 152,362 per
unit of the LLC and the shareholders of the Company received one share of Club
House Video, Inc. for every 100 shares of common stock held in the Company.

As a result of the spin-off, the Company's September 30, 2003 unaudited
financial statements have been prepared with Raven Moon Home Video Products, LLC
net liabilities, results of operations and cash flows isolated and shown as
"discontinued operations", and all historical financial statements presented
have been restated to conform to this presentation.

Note 5 -- DEBT

Debt for the company consists of the following:

Notes payable to officers and affiliated companies bear interest at 10%
annually. These are demand notes, and are unsecured.

Loans from shareholders are non-interest bearing, but the shareholders received
additional shares of preferred stock and common stock in 2000 and are also
entitled to gross revenue royalty fees of the gross revenue of the Company for
ten years. The royalties range from .0125% to .5% of gross revenues. No
royalties were earned in 2003 and 2002.

Debentures payable are two year 12% convertible subordinated debentures due
January 10, 2003. Substantially all of the debenture holders have converted the
debentures into the Company's common stock.

The advances from Class B members of LLC are non-interest bearing. The members
are entitled to receive all distributions from gross profits of the LLC until
the members have received an amount equal to their initial investment. In
addition, the holders of the loans are entitled to annually receive 15% of all
gross profits of the LLC derived from the sale of products. The Class B members
have no voting rights. The advances from Class B members have been recorded as a
liability because all advances must be repaid prior to any distributions to the
parent company.

                                       9

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)

Note 6 -- RELATED PARTY TRANSACTIONS


On September 16, 2003 the agreement with Gina Mouery was amended, all options
and warrants outstanding were replaced with 1,125,000 shares of common stock
valued at $404,000 and included in production expense. In addition, Gina Mouery
was granted 250,000 options for common stock valued at $73,600 and charged to
production expense. The options replaced by Gina Mouery were valued at $210,600,
this amount reduced the current charges to production expense. For the
nine-month period ended September 30, 2003 Gina Mouery has exercised options for
1,009,683 shares of common stock for $116,000.

Also, on September 16, 2003 the agreement with David Mouery was amended, all
options and warrants outstanding were replaced with a grant of 250,000 options
for common stock, valued at $73,600 and charged to consulting expense. The
options replaced by David Mouery were valued at $255,180, this amount reduced
the current charges to production expense. For the nine-month period ended
September 30, 2003 David Mouery has exercised options for 1,833,333 shares of
common stock for $170,000.

During the nine-month period ended September 30, 2003 loans from officers,
directors, senior management and related parties are summarized as follows:

              Balance at beginning of year                $ 83,000
              Increase in loans                            135,500
              Payments on loans                            198,977
                                                          --------
              Balance at end of period                    $ 19,523
                                                          ========

Interest expense accrued on these loans was approximately $4,500 for the nine
month period ended September 30, 2003.

In February of 2003 $40,000 of Class B Member Investment loan was repaid from
gross profits of JB Toys, LLC. In March an additional $51,000 of Class B Member
Investment loan was repaid from gross profits of JB Toys, LLC. The final 1,000
was paid in May of 2003.

                                       10

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


Raven Moon Home Video Products, LLC issued a one-time bonus to its four
songwriters, valued at $20,000 per songwriter. Two of the songwriters are Joseph
and Bernadette DiFrancesco, officers of the Company.

Through the spinoff of Raven Moon Home Video Products, LLC and the subsequent
reclassification of net liabilities to discontinued operations (see Note 4) the
Company retired its debt of $1,958,800 to the Raven Moon Home Video Products,
LLC Class B Members on December 31, 2002. In addition, debt of the Company to
Club House Video, Inc. for $783,197 was retired in exchange for the rights to
manufacture, market and sell the first nine video, CD and DVD products produced
by the Company. The rights to future products purchased by the Club House Video,
Inc. from the Company will be approximately $300,000 per product plus 10% of the
gross sales of the product.

Note 7 - COMMITMENTS AND CONTINGENCIES

a) The Company has entered into an employment contract with the officers, Joey
and Bernadette DiFrancesco. Under the terms of the agreement, the Company is
obligated to make the following annual payments through November 15, 2005. In
addition, the officers are to receive a "Founders" royalty of 10% for any
entertainment revenue received by the company for any entertainment project
developed and or produced by the company during the term of this agreement. This
royalty will be paid between November 16th and December 31st in perpetuity.

2004         $612,000
2005         $627,000

b) The Company has entered into various month to month verbal agreements with
unrelated third parties to provide production, marketing and administrative
services. Payments are made based on invoices rendered for specific services
provided.

c) On March 11, 2003, counsel for Mr. Randolph S. Shaw contacted the Company
with a demand related to 400,000 convertible preferred shares of the Company he
owns. The shares are redeemable by the Company in February 2003. The Company is
currently negotiating with Mr. Shaw the terms and conditions of the redemption
of those shares by the Company. In the opinion of management the resolution of
this matter will have no material effect on the operation of the Company.

                                       11

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


Note 8 - STOCK OPTION PLAN

The Company established a stock option plan for its executives, consultants, key
employees, directors and its affiliates. (The "2001 Stock Option Plan".) The
2001 Stock Option Plan allows for incentive stock options to be granted to
future participants at a price not less than 100% of the market value per share
on the date of the grant. Non-statutory options are granted at prices and terms
determined by the board of directors. No options have been granted to employees
under this plan.

                                                              Weighted  Average
                                          Shares               Exercise Price
                                          ------               --------------

Outstanding at December 31, 2000             -                   $ .0000

         Granted                          200,000                $1.0000

         Exercised                       (140,000)               $1.0000
                                         --------

Outstanding at December 31, 2001           60,000                $1.0000

          Granted                       3,700,000                $ .3638

         Exercised                     (1,698,053)               $ .3121
                                       ----------

Outstanding at December 31, 2002        2,061,947                $ .1941

         Granted                        6,424,492                $ .0993

         Exercised                      (7,236439)               $ .1166
                                        ---------

Outstanding at September 30, 2003       1,250,000                $ .2588
                                        =========

                                       12

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


The exercise price for 200,000 of common stock options granted in 2001 was $1.00
per share. The fair market value of common stock at the date of grant was $3.00
per share. The exercise price and the market value for common stock options
granted in 2002 and 2003 is as follows:

Options granted        Exercise Price                         Fair Market Value

   60,000                    $1.00                                  $2.00
  120,000              not less than $2.00                          $1.50
1,200,000              1/2 of previous 10 days average price        $1.00
  120,000              1/2 of previous 10 days average price        $ .45
1,000,000                    $ .25                                  $ .25
1,200,000              1/2 of previous 10 days average price        $ .30
3,960,000              1/2 of previous 10 days average price        $ .15
  900,000              1/2 of previous 10 days average price        $ .06
2,000,000              1/2 of previous 10 days average price        $ .56

The weighted average fair value of options granted during 2003, 2002 and 2001
were $.0993, $.3638 and $1.00, respectively. The weighted-average remaining life
of options granted were 3.00, zero and zero years at September 30, 2003,
December 31, 2002 and 2001, respectively.

The fair value of these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for 2003, 2002 and 2001: Risk free interest rate of 5.0%, a dividend
yield of zero and a volatility factor of .50, respectively.

On September 16, 2003 the Board of Directors approved the voluntary option
incentive program to compensate employees, officers, directors and outside
consultants for services they provide to the Company. The Company will allocate
10,000,000 shares of common stock to this plan, and registered these shares in
an S-8 filing on September 17, 2003. The exercise price of the options is 50% of
the 10 day moving average closing bid price. During the period ended September
30, 2003 the Company granted 2,000,000 options, which were value at $625,000.
These options were recorded and reduced for previous options granted which were
replaced by new agreements approved by the board on September 16, 2003, these
options replaced were valued at $457,000. The net effect of these transactions
was $168,000 and was charged to expense for the none month period ended
September 30, 2003.

Subsequent to September 30, 2003 the Company has granted 6,438,141 options for
common stock. These options are valued at $520,000 and will be charge to
expense.

                                       13

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)

NOTE 9 - COMMON STOCK WARRANTS

                                                              Weighted Average
                                              Shares           Exercise Price
                                              ------           --------------

Outstanding at December 31, 2000              217,737              $2.1150

         Granted                              452,748              $ .5700

         Exercised                            (66,000)             $ .6900
                                             --------

Outstanding at December 31, 2001              604,485              $1.1200

          Granted                             243,480              $ .0750

         Exercised                           (257,523)             $ .3600
                                             --------

Outstanding at December 31, 2002              590,442              $1.2600


Warrants expired at September 30, 2003       (540,442)             $1.1550
                                             --------

Outstanding at September 30, 2003              50,000              $ .1500
                                             ========

The exercise price and the fair market value of common stock warrants issued is
summarized as follows:

Granted                             Exercise price            Fair market value
-------                             --------------            -----------------
2001

 300,000                              $ .1500                   $  .4000
   4,000                              $1.7500                   $  .5000
  60,000                              $ .7150                   $ 5.0000
  88,748                              $1.9250                   $ 6.5000

2002

 300,000                              $1.0 to 1.50              $ 2.0000
 123,480                              $  .5000                  $  .5000

                                       14

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                            (unaudited) September 30,
                                      2003
                                   (Continued)


The weighted average fair value of warrants granted during 2002 and 2001 were
$.0150 and $.0114, respectively. The weighted-average remaining life of warrants
granted were 1.00, .73 and 1.72 years at September 30, 2003 and December 31,
2002 and 2001, respectively.

The fair value of these warrants was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for 2003, 2002 and 2001: Risk free interest rate of 5.0%, a dividend
yield of zero and a volatility factor of .50, respectively.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
Operations


     Cautionary statement identifying important factors that could cause our
actual results to differ from those projected in forward looking statements.

     Pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this report are advised that this
document contains both statements of historical facts and forward looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
indicated by the forward looking statements. Examples of forward looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings per share, capital expenditures, dividends, capital structure
and other financial items, (ii) statements of our plans and objectives with
respect to business transactions and enhancement of shareholder value, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about our business prospects.

     This report also identifies important factors, which could cause actual
results to differ materially from those indicated by the forward looking
statements. These risks and uncertainties include the factors discussed under
the heading "Risk Factors" beginning at page 17 of this report.

     The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with our financial
statements and the notes thereto appearing elsewhere in this report.

                                       15

<PAGE>


Overview

     In the past year, Raven Moon Entertainment has produced ten products; "Gina
D's Kids Club" Volume 1, ("Join The Club"), "Gina D's Kids Club" Volume 2,
("Good News"), "Gina D's Kids Club" Volume 3, ("Smile-A-bility"), the "Gina D's
Kids Club" Three Episode DVD, the "Gina D's Kids Club" Music CD Volume 1, the
"Gina D's Kids Club" Music CD Volume 2, the "Young America" Limited Edition CD
single, the "Sing A Long With Gina" VHS, the "Sing A Long With Gina" DVD, and
the "Cuddle Bug" plush toy.

     Raven Moon has also established certain relationships with distributors
which have already generated orders from Christian bookstores throughout the
country and most major online retailers including Wal-Mart, Target, Books A
Million, Borders, Toys R Us, Babies R US, and Amazon. The company has reduced
its debt, and has begun generating revenue on a weekly basis.

     In order to further reduce Raven Moon Entertainment's debt and expedite the
revenue stream the company recently elected to spin off Raven Moon Home Video
Products, LLC into a separate publicly traded company. The debt, which is
reflected on the company's balance sheet as an advance from class B members of
LLC amounts to $1,958,800. The reduction of almost 2 million dollars of debt,
which should be reflected in the upcoming quarterly financial statements, will
put the company and its shareholders in a much better position to achieve its
ultimate goal for year end 2003 profitability.

     The company plans to complete a total of 15 episodes of the "Gina D's Kids
Club" series. As part of our business plan, the completion of these episodes
creates multiple revenue streams which includes worldwide licensing and
merchandising opportunities for the videos, CD's, and toys that have been
inspired by the show, as well as future advertising revenue. Parents told us
that they wanted better programming for their children, and we are committed to
our goal of providing the very best in family values children's entertainment.



RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 supersedes Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs To Exit an Activity (Including Certain Costs Associated
with a Restructuring)" and requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred, as
opposed to when management is committed to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair
value. SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002. The provisions of SFAS No. 146 are required to be applied
prospectively after the adoption date to newly initiated exit activities.

                                       16

<PAGE>


In November 2002, the FASB's Emerging Issues Task Force reached a consensus on
Issue No. 00-21, "Accounting for Revenue Arrangement with Multiple
Deliverables," which addresses circumstances involving the delivery or
performance of multiple products, services, and/or rights to use assets, and for
which performance may occur at different points in time or over different
periods of time. Issue No. 00-21 also addresses whether the different
revenue-generating activities, or deliverables, are sufficiently separable, and
there exists sufficient evidence of their fair values to separately account for
some or all of the deliverables. The issue applies to all contractual
arrangements under which a vendor will perform multiple revenue-generating
activities. Issue No. 00-21 is effective for all revenue arrangements entered
into in fiscal periods beginning after June 15, 2003, with early adoption
permitted. The Company will adopt this guidance prospectively for all revenue
arrangements entered into after December 29, 2002. The Company does not expect
Issue No. 00-21 to have a material impact on the financial statements.

In December 2002 the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure" that amends SFAS No. 123, "Accounting
for Stock-Based Compensation." The standard provides for (1) alternative methods
of transition for an entity that voluntarily changes to the fair-value method of
accounting for stock-based employee compensation; (2) requires more prominent
disclosure of the effects of an entity's accounting policy decisions with
respect to stock-based employee compensation on reported income; and (3) amends
APB Opinion No. 28, "Interim Financial Reporting," to require disclosure of
those effects in interim financial information. SFAS No. 148 is effective for
fiscal years ending after December 15, 2002, and for financial reports
containing condensed financial statements for interim periods beginning after
December 15, 2002. The Company will continue to account for employee stock
options using the fair value method in accordance with of SFAS No. 123 and 148.

Results of Operations
---------------------


Revenues - The Company's consolidated revenues for the nine months ended
September 30, 2003 (2003 Quarters) increased to $987,686 from $7,066 for the
nine months ended June 30, 2002 (2002 Quarters). The increase in revenue is due
to increased sales and licensing of intellectual property.

Expenses - Decreased to $2,865,744 for the 2003 Quarters as compared to
$4,057,903 for the 2002 Quarters. This increase is primary due to reduction of
general and administrative expenses.

Net Loss - Decreased to $2,008,395 or $0.0674 per share for the 2003 Quarters as
compared to a net loss of $4,291,640 or $.2957 per share during the 2002
Quarters. The favorable reduction in net loss can be attributable to the
increase in sales.



                                  Risk Factors
                                  ------------

     A purchase of our common stock is speculative and involves a high degree of
risk. You should carefully consider the risks described below together with all
of the other information included or incorporated by reference in this report
before making an investment decision. The risks and uncertainties described
below are not the only ones we face. If any of the following risks actually
occur, our business, financial condition or operating results could be harmed.
In such case, the trading price of our common stock could decline and you could
lose all or part of your investment.

We have experienced operating losses in prior years.
----------------------------------------------------

     For the year ended December 31, 2002, we increased gross revenues from
$7,100 to $30,000 and had net loss of $5,500,000 as compared with a net loss of
$5,300,000 in the prior year.

                                       17

<PAGE>


We have limited marketing and sales capabilities
------------------------------------------------

     Our future success depends, to a great extent, on our ability to
successfully market our products. We currently have limited sales and marketing
capabilities. We cannot assure you that any marketing and sales efforts
undertaken by us will be successful or will result in any significant sales.

Our industry is intensely competitive, which may adversely affect our operations
--------------------------------------------------------------------------------
and financial results.
----------------------

     All our markets are intensely competitive and numerous companies offer
products that compete with our products. We anticipate that this competition
will continue to increase. Many of our competitors have substantially greater
capital resources, sales and marketing resources and experience. We cannot
assure you that we will be able to effectively compete with our competitors in
effecting our business expansion plans.

We depend on the continued services of our president.
-----------------------------------------------------

     Our future success depends, in large part, on the continuing efforts of our
president, Joey DiFrancesco, our principal creative officer, who also developed
our strategic plan and who is responsible for executing that plan. The loss of
Mr. DiFrancesco would adversely affect our business. At this time we do not have
any term "key man" insurance on Mr. DiFrancesco. If we lose the services of Mr.
DiFrancesco, our business, operations and financial condition would be
materially adversely affected.

Our stock price is volatile and could be further affected by events not within
------------------------------------------------------------------------------
our control.
------------

     The trading price of our common stock has been volatile and will continue
to be subject to:

     o    volatility in the trading markets generally;

     o    significant fluctuations in our quarterly operating results; and

     o    announcements regarding our business or the business of our
          competitors.

     Statements or changes in opinions, ratings or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate could also have an adverse effect on the market price of
our common stock. In addition, the stock market as a whole has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market price for the securities of many small cap companies and
which often have been unrelated to the operating performance of these companies.

     The price of our common stock may be adversely affected by the possible
issuance of shares of our common stock as a result of the conversion of
outstanding debentures or the exercise of outstanding options.

                                       18

<PAGE>


     We have granted options covering approximately 195 million shares of our
common stock. In addition, we have $30,000 of outstanding debentures convertible
at the option of the holders into approximately 800,000 shares of our common
stock. As a result of the actual or potential sale of these shares into the
market, our common stock price may decrease.

The liquidity of our stock is severely reduced because we are classified as a
-----------------------------------------------------------------------------
"penny stock".
--------------

     The Securities and Exchange Commission (SEC) has adopted regulations which
generally define a "penny stock" to be any non-Nasdaq equity security that has a
market price (as therein defined) of less than $5.00 per share or with an
exercise price of less than $5.00 per share. Our securities are subject to the
existing rules on penny stocks and, accordingly, the market liquidity for our
securities could be severely adversely affected. For any transaction involving a
penny stock, unless exempt, the rules require substantial additional disclosure
obligations and sales practice obligations on broker-dealers where the sale is
to persons other than established customers and accredited investors (generally,
those persons with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of the common stock and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a risk disclosure document mandated by
the SEC relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Consequently, the
"penny stock" rules may restrict the ability of broker-dealers to sell our
common stock and accordingly the market for our common stock.

ITEM 3. CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our principal executive
officer and principal financial officer, we conducted an evaluation of the
design and operation of our disclosure controls and procedures, as such term is
defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of the
filing date of this report. Based on that evaluation, our principal executive
officer and our principal financial officer concluded that the design and
operation of our disclosure controls and procedures were effective to ensure
that information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the
time periods specified in the Commission's rules and forms.

(b) In addition, there were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                    Part II.

Item 1.  Legal Proceedings

     On March 11, 2003, a counsel for Mr. Randolph S. Shaw contacted the Company
with a demand related to 400,000 convertible preferred shares of the Company he
owns, redeemable by the Company in February 2003 at a price of $1.00 per share.
The Company disputes this claim and the Company's counsel currently negotiating
with Mr. Shaw the terms and conditions of the redemption of those shares by the
Company.

Item 2.  Changes in securities

None.

                                       19

<PAGE>


Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits and Index of Exhibits

         31.      Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

         32.      Section 1350 Certification pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

         No reports were filed on Form 8-K for the period ended June 30, 2003.

                                       20

<PAGE>


                                    SIGNATURE


     Pursuant to the requirements of 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.

                                            RAVEN MOON INTERNATIONAL, INC.
                                            (Registrant)


                                            By:  /s/  Joseph DiFrancesco
                                               --------------------------------
                                                      Joseph DiFrancesco,
                                                      President

                                       21