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 period ended June 30, 2006

[   ]   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)	(IRS. Employer Id No.)

2005 Tree Fork Lane, Ste.101  Longwood, Florida, 32750
------------------------------------------------------
      (Address of principal executive offices)

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

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


			Name of each exchange
Title of Class:		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 August 17, 2006 was 92,802,695.

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



TABLE OF CONTENTS


Part I	FINANCIAL INFORMATION				Page

Item 1.  Financial Statements:

Unaudited Consolidated Balance Sheet at
 June 30, 2006						3

Unaudited Consolidated Statement of Operations
 for the Three and Six Months Ended
 June 30, 2006 and 2005					4

Unaudited Consolidated Statement of Cash Flows
 for the Three and Six Months Ended
 June 30, 2006 and 2005					5

Unaudited Consolidated Statements of Changes in
 Deficit in Stockholders' Equity for the Three
 Months Ended June 30, 2006  				6


Notes to Financial Statements				7

Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations		20

Item 3.  Controls and Procedures, Evaluation of
 Disclosure Controls and Procedures			24

Part II	  OTHER INFORMATION
Item 1.  Legal Proceedings				24
Item 2.  Unregistered Sales of Equity Securities
          and Use of Proceeds				24
Item 3.  Defaults Upon Senior Securities		24
Item 4.  Submission of Matters to a Vote of
          Security Holders	 			24
Item 5.  Other Information				24
Item 6.  Exhibits					25




Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                        RAVEN MOON ENTERTAINMENT, INC.
                         CONSOLIDATED BALANCE SHEET
                          June 30, 2006 (unaudited)


                                 ASSETS

Current assets:
    Cash and cash equivalents                                  $   121,055
    Inventory                                                       75,334
    Other                                                           62,973
                                                               -----------
       Total assets                                            $   259,362
                                                               ===========

                    LIABILITIES & STOCKHOLDERS' EQUITY

    Accrued salaries and fees to officers (Note 7)              $2,445,281
    Accrued interest payable to third parties                       39,000
    Notes payable third parties (Note 5)                            56,750
    Loans from shareholders (Note 5)                                62,000
    Advances from related parties                                  620,640
    Advances from third parties                                    338,319
    Loans from officers                                             20,000
    Advance from Class B Members of LLC (note 5)                   197,500
                                                                ----------
      Total liabilities                                          3,779,490

Commitments and Contingencies (Note 8)                                  -

Stockholders' equity:
    Preferred stock, $0.0001 par value; 800,000,000 shares
     authorized; 9,934 shares issued and outstanding                     1
    Convertible series B preferred stock, .0001 par value;
     2,000,000 shares authorized, 490,750 shares
     issued and outstanding                                             43
    Common stock, $0.0001 par value; 30,000,000,000 shares
     authorized; 4,903,397 shares issued and outstanding         2,559,606
    Additional paid in capital                                  34,518,652
    Accumulated deficit                                        (40,598,430)
                                                               -----------
      Total stockholders' equity                                (3,520,128)
                                                               -----------
      Total liabilities and stockholders' equity               $   259,362
                                                               ===========

See accompanying notes.




                               RAVEN MOON ENTERTAINMENT, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



                                 Three Months Ended        Six Months Ended
                                June 30,    June 30,     June 30,    June 30,
                                 2006        2005         2006        2005
                               --------    --------      -------     -------
 Revenue:
  Sales of plush toys        $     1,556 $        653  $     1,556 $       666
                             ----------- ------------  -----------  ----------
   Total Revenue                   1,556          653        1,556         666
  Cost of Sales                      253          166          466         166
                             ----------- ------------  ----------- -----------
   Gross profit                    1,303          487        1,090         500

 Expenses:
  Consulting fees               300,580       435,857      522,945     707,849
  Production costs            1,542,131       969,432    2,968,059   1,544,371
  Interest                        1,500         1,500        3,005       3,000
  General & administrative    1,176,740       517,709    1,666,070     908,240
                              -----------  -----------  ----------- ----------
  Total operating expenses    3,020,951     1,924,498    5,160,079   3,163,460
                             -----------  -----------  ----------- -----------

  Lossfrom operations        (3,019,648)   (1,924,011)  (5,189,989) (3,162,960)
                             -----------  -----------  ----------- -----------

 Other Income                   132,844           -        139,748          -
                             ----------- ------------  ----------- ------------

 Net loss                   $(2,886,804) $(1,924,011)  $(5,019,241) $(3,162,960)
                            ============ ============  ============ ===========

 Basic and diluted income
  (loss) per share:
  Income (loss) from operations  $(0.89)   $(43,728)       $(2.18)   $(117,147)
                                --------   ---------       -------   ---------
   Net loss                      $(0.89)   $(43,728)       $(2.18)   $(117,147)
                                ========   =========       =======   =========


See accompanying notes.




               RAVEN MOON ENTERTAINMENT, INC.
      CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                    Three Months Ended        Six Months Ended
                                   June 30,    June 30,     June 30,   June 30,
                                     2006        2005         2006       2005
                                   --------    --------     --------   --------

Cash flows from operating
 activities:
  Net (loss)                  $(2,886,804)$(1,924,011)$(5,019,241)$(3,162,960)
  Adjustments to reconcile
   net (loss) to net cash
   (used) generated in
   operating activities:
  Non-cash expense for
    discounted Warrants           600,244           -      644,377          -
 (Increase) decrease in assets
  and liabilities
   Receivables from related
    parties                            -        14,000          -       14,000
   Receivables from third
    parties                           880        8,200         880       8,200
   Accounts payable to third
    parties                            -           168          -          168
   Accrued wages & salaries
    to officers                   367,573      388,580     726,458     712,218
   Accrued interest to officers
    and related parties             1,500        1,500       3,000       3,000
   Common stock options granted
     for expenses                      -            -           -        9,367
   Shares issued for expenses   1,670,023      911,690   2,724,341   1,368,256
   Shares issued for expenses
    to related parties                 -       558,443          -      802,714
    Other current assets          (62,200)          -      (62,200)         -
                               -----------  ----------- ----------- ----------
   Net cash used
    in operating activities      (308,784)     (41,430)   (982,385)   (245,037)
                               -----------  ----------- ----------- ----------


Cash flows from financing
 activities:
 Proceeds from advances made
  by third parties             (1,165,002)          -       75,009          -
 Proceeds from advances made
  by Related parties                   -            -      382,640          -
 Proceeds from private
  placement                            -            -           -      230,000
 Proceeds from exercise of
  options                              -            -           -       10,338
 Proceeds from exercise of
  warrants                        419,703           -      572,746          -
 Note payable repayment            (3,250)      50,000      (3,250)     12,500
 Proceeds from preferred
  conversion                            1           -            6          -
                               -----------   ---------- ----------- ----------
 Net cash provided by (used
  in) financing activities       (748,548)      50,000   1,027,151    252,838
                               -----------  ----------- ----------- ----------
Net increase (decrease) in
  cash                         (1,057,332)       8,570      44,766       7,801

Cash beginning of period        1,178,387       17,872      76,289      18,641
                               -----------  ----------- ----------- -----------
Cash end of period             $  121,055   $   26,442  $  121,055  $    26,442
                               ===========  =========== =========== ===========



See accompanying notes.





                    RAVEN MOON ENTERTAINMENT, INC.
       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                For the Three Months Ended June 30, 2006


                                       Series B
                   Preferred Stock  Preferred Stock     Common Stock
                   Shares Amount    Shares  Amount    Shares      Amount
                   -------------    ------  -------  --------   ---------
Balances at
  March 31, 2006    9,934    $1     490,750  $42     1,721,628 $1,285,332

Private
   placement           -      -          -     1            -          -

Preferred stock
  converted            -      -          -     -       100,000     40,000

Preferred stock
  converted by
  related party        -      -          -     -       250,000    100,000

Warrant exercise       -      -          -     -       701,848    290,355

Warrant exercise
  by related party     -      -          -     -            50         20

Cancelled shares       -      -          -     -      (937,500)  (375,000)

Shares issued for
  expenses             -      -          -     -     1,193,456    477,382

Shares issued for
  expenses to
  related parties      -      -          -     -     1,873,915    741,516

Value of discounted
 warrants granted      -      -          -     -            -          -

Net loss               -      -          -     -            -          -
                    -----    --     -------  ---    ----------  ---------

Balances at
  June 30, 2006     9,934    $1     490,750  $43     4,903,397 $2,559,606
                    =====    ==     =======  ===    ========== ==========



                    Additional                  Total
                     Paid-In    Accumulated  Stockholders
                     Capital      Deficit       Equity
                   ----------- ------------  ------------
Balances at
  March 31, 2006,  $33,102,940 $(37,711,610) $(3,323,295)

Private
   placement            79,999           -        80,000

Preferred stock
  converted            (40,000)          -            -

Preferred stock
  converted by
  related party       (100,000)          -            -

Warrant exercise        57,295           -       374,250

Warrant exercise
  by related party          6            -            26

Cancelled shares      375,000            -            -

Shares issued for
  expenses            187,476            -       638,258

Shares issued for
  expenses to
  related parties     255,691            -       997,207

Value of discounted
 warrants granted     600,244            -       600,244


Net loss                    -    (2,886,804)  (2,286,560)
                   ----------- ------------  ------------

Balances at
  June 30, 2006    $34,518,652 $(40,598,430) $(3,520,128)
                   =========== ============= ============


See accompanying notes.




                  RAVEN MOON ENTERTAINMENT, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                June 30, 2006 and 2005 (unaudited)

Note 1 - DESCRIPTION OF THE COMPANY

Raven Moon Entertainment, Inc. and its wholly owned subsidiaries (together, the
"Company" or "Raven Moon") are primarily engaged in the production and
development of Family Values television programs that convey good morals and
positive attitudes to children.  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 subsidiaries JB Toys, LLC and Raven Animation, Inc. (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:
 1. The Company has a valid sale or licensing agreement in place.
 2. The video is complete and in accordance with the agreement with the
    customer.
 3. The video has been delivered or is deliverable.
 4. The license period has begun.
 5. The revenue is fixed or determinable and collection is reasonably
assured.

PRODUCTION COSTS - Production costs includes 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 outsources these
activities in order to reduce overhead costs.  Production costs are amortized
by 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.

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 - The Company accounts for stock options issued to
employees under Statement of Financial Accounting Standards 123, wherein such
options are valued based upon the Black-Scholes option-pricing model.

CASH EQUIVALENTS - The Company considers all highly liquid investments with
original maturities of three months or less to be cash equivalents.

NET LOSS PER SHARE - Primary earnings per share computations are based on the
weighted average number of shares outstanding during the period.  On October
19, 2004, the Board of Directors amended the Articles of Incorporation to give
full voting rights to all preferred shareholders.  The weighted average number
of shares outstanding was 3,248,142 and 44 for the three-months ended
June 30, 2006 and 2005, respectively.  The weighted average number of shares
outstanding was 2,298,424 and 27 for the six months ended June 30,
2006 and 2005, respectively.

INCOME TAXES - The Company has incurred approximately $40.6 million 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.

INVESTMENTS IN COMMON STOCK - The investment in Clubhouse Videos, Inc. is
approximately 7% of the outstanding common stock, but because the Company can
significantly influence the operating and financial policies of Clubhouse
Videos, Inc. the Company accounts for their investment under the equity method.

RECLASSIFICATIONS - Certain amounts reported in previous years have been
reclassified to conform to the 2006 financial statement presentation.

CREDIT RISKS - Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and cash equivalents.  The
Company maintains its cash in bank deposit accounts, which, at times, may
exceed federally insured limits.  It has not experienced any losses in such
accounts.  The Company believes that it is not exposed to any significant
credit risk on cash and cash equivalents.

STOCK SPLITS - The Company adopted a 1000 to 1 reverse stock split on July 15,
2005 for common stock.  The Company adopted a 5 to 1 forward spilt for common
stock for the stockholders of record on December 30, 2005, with an effective
date of January 30, 2006.  The Company adopted a 75 to 1 reverse stock split
effective February 17, 2006 for common stock.  All applicable share and per-
share data in these consolidated financial statements have been restated to
give effect to these stock splits.

Note 3 - BUSINESS AND OPERATIONS

The Company is currently working to establish the following lines of business:
1.  Home Video and Television Productions
2.  Internet Retail Sales
3.  Music CDs
4.  Plush Toys

These financial statements are prepared on a going concern basis that 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 (a) obtain additional debt and equity
financing and (b) 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.

Note 4 - INVESTMENT IN CLUBHOUSE VIDEOS, INC.

At December 31, 2003, the Company had purchased a total of 36.8 units of Raven
Moon Home Video Products, LLC for $368,000.  These purchases were converted
into common stock of Clubhouse Video, Inc. (Clubhouse) as a result of the spin-
off of the former wholly owned subsidiary.  Also, the Company has loaned
Clubhouse approximately $82,000 since 2003.  The investment in Clubhouse and
the loan have been written-off as the Company's proportionate share of
Clubhouse 's loss.

Clubhouse has ceased operations during 2005 and the investment is worthless.
Clubhouse had an advance from a third party, which Raven Moon has agreed to
repay.  The advance of $125,000 is included on the balance sheet in advances
from third parties and was charged to production expense in the current year.

On July 27, 2005, the Company entered into an agreement with Clubhouse Videos,
Inc. in which Clubhouse Videos, Inc. transferred its inventory of "Cuddle Bugs"
to the Company in exchange for loans of approximately $82,000 made by the
Company to Clubhouse Videos, Inc.  The inventory was recorded at the lower of
cost or market determined using the first-in-first method (FIFO) and was
recognized as a recovery of a loan to Clubhouse Videos, Inc.

Note 5 - DEBT

Debt for the company consists of the following:
  a.  Notes payable to third parties bear interest at 10% annually.
These are demand notes, and are unsecured.

  b.  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 2005 and 2004.

There are two types of Class B units:
  1.  The cash investments for Class B members of LLC are non-interest
bearing loans.  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 cash investment.  Once the Class B members, who invested cash
have been repaid, the Class B members are entitled to annually receive 85% of
all gross profits of the LLC derived from the sale of products.  The Company
has received $275,000 of cash investments from Class B members and has repaid
$77,500 as of June 30, 2006.

  2.  The members who exchange services or rights to intellectual
property for Class B units are not entitled to receive any distributions from
gross profits of the LLC until the members who invested cash have received an
amount equal to their initial investment.  Once the Class B members, who
invested cash have been repaid, the Class B members are entitled to receive 85%
of all gross profits of the LLC derived from the sale of product on an annual
basis.  As of March 31, 2006, the Company has exchanged 100 units to WEE-OOO,
LTD, a related party, for a ten year extension of the option agreement for the
rights to Gina D's, 50 units to Mike Gibilisco for the rights to the BoBo
Blocks, 200 units to Bernadette DiFrancesco, a related party, for the rights to
the Cuddle Bugs, 7.50 units to members of the Board of Directors for services
provided in 2002, 2003 and 2004, and 15 units to Joseph and Bernadette
DiFrancesco for a 10 year license for Mr. Bicycle Man.

The Class B members have no voting rights.  The cash advances from Class B
members who contributed cash have been recorded as a liability because all
advances must be repaid prior to any distributions to the parent company.

Note 6 - COMMON STOCK

The Company has amended its Articles of Incorporation to increase the number of
authorized shares of Common Stock to 30,000,000,000 shares.  With respect to
the Amendment, the Board of Directors of the Company has approved, and the
shareholders owning a majority of the issued and outstanding voting shares
outstanding as of May 1, 2006, have consented in writing to the Amendment.
Such approval and consent are sufficient under Section 607.0704 of the Florida
Business Corporation Act and the Company's Bylaws to approve the Amendments.
The Amendment was effective on or about May 5, 2006.

Note 7 - RELATED PARTY TRANSACTIONS

The Company is affiliated through ownership of shares of the Company's common
stock by the following companies:
	J. & B. DiFrancesco, Inc.
	T.V. Toys, Inc.
	WEE-OOO, LTD.
	2221 Music
	Beyond the Kingdom, Inc.
	Clubhouse Videos, Inc.

The Company has incurred aggregate consulting, production, marketing and
management fees with officers, directors and other related parties for the six-
months ended June 30, 2006 and 2005:

	Six Months Ended	Six Months Ended
	  June 30, 2006		  June 30, 2005
	----------------	----------------
	   $2,226,156		   $1,218,886

The Company paid Gina Mouery, who is the hostess for the "Gina D's Kids Club
Show" and the daughter of Joseph DiFrancesco, President and Chief Executive
Officer of the Company, $12,000 as an advance on future royalties for each of
the six-month periods ended June 30, 2006 and 2005.  The advance on future
royalties - related party was charged to production expense because the Company
cannot demonstrate through its experience the ultimate revenue from the video
entertainment products.

The Company agreed to pay or reimburse Ms. Mouery $752 a month for a leased
car.  The Company paid approximately $4,524 and $4,512 for the six-months ended
June 30, 2006 and 2005, respectively.  This reimbursement is included in the
general and administrative expenses.

On May 1, 2004, Gina Mouery entered into a ten-month consulting agreement
with JB Toys, LLC and Raven Animation, Inc.  Ms. Mouery is to assist the
Company as a Co-executive Producer and Promotional Celebrity Talent for
promotion and production of the Company's products and services.  Ms. Mouery
will be paid $1,000,000 of registered shares of common stock in ten equal
installments priced at a 50% discount from the closing bid price for the
preceding ten days.  On February 4, 2005, the Board of Directors amended
the agreement with Gina Mouery.  The Board granted a three-month extension
and shall pay Gina Mouery $80,000 for the three-month period.  The
payments were made with registered shares of common stock at a 33% discount
from the closing bid price.

During the six-months ended June 30, 2006 and 2005, Gina Mouery was granted
1,753,438 and 24 shares of common stock, respectively, for talent
fees.  The fair value of these shares of common stock was $1,722,741 and
$884,112, respectively.  During the six months ended June 30, 2006 and 2005,
Gina Mouery was not granted any stock options.

On June 1, 2004, the Company, through its subsidiary JB Toys, LLC, agreed to
pay Joseph and Bernadette DiFrancesco $100,000 and 15 units of Class B
memberships of JB Toys for the rights to Mr. Bicycle Man. (See Note 5.)  The
$100,000 was charged to option rights to intellectual property for the year
ended December 31, 2004, because the Company cannot demonstrate through its
experience the ultimate revenue from the video entertainment products.  In
addition, Joseph and Bernadette DiFrancesco are to receive 15% of the revenues
of JB Toys, LLC for a ten-year period.  Also, if JB Toys grants a license to
any third party for Mr. Bicycle Man, the Company will pay Joseph and Bernadette
DiFrancesco 50% of any revenues derived from the license.

On June 1, 2004, the Company, through its subsidiary JB Toys, LLC, agreed to
pay Joseph and Bernadette DiFrancesco $250,000 and 10,000,000 of common
restricted stock of the Company for the rights to "The Search for the Amazon
Queen."  The fair value of the common stock was $195,000, which was charged to
option rights to intellectual property for the year ended December 31, 2004,
because the Company cannot demonstrate through its experience the ultimate
revenue from the video entertainment products.  In addition, Joseph and
Bernadette DiFrancesco are to receive $100,000 per year beginning year two
through year ten plus 25% of gross revenue derived by JB Toys for "The Search
for the Amazon Queen".  Also, if JB Toys grants a license to any third party
for "The Search for the Amazon Queen," the Company will pay Joseph and
Bernadette DiFrancesco 50% of any revenues derived from the license.

Joseph and Bernadette DiFrancesco were granted 260,974 and zero shares
(on a split adjusted basis) of common stock during the six-months ended
June 30, 2006 and 2005, respectively.  The fair value of these shares
was $110,246 and $11,688, respectively.  The fair value was charged to
consulting fees because the Company cannot demonstrate through its
experience the ultimate revenue from the video entertainment products.

The outside Board of Directors were granted 79,001 and zero shares
(on a split adjusted basis) of common stock during the six-months ended
June 30, 2006 and 2005, respectively.  The fair value of these shares was
$81,313 and $3,848 for the six-months ended June 30, 2006 and 2005,
respectively.  Also, the outside Board of Directors were paid $62,400
and $42,000 for directors fees for the six-months ended June 30, 2006
and 2005, respectively.  The fair value of the common stock granted
and director fees paid were charged to consulting fees for the six-months
ended June 30, 2006 and 2005, respectively.

During the six-months ended June 30, 2006 and 2005, loans from officers,
directors, senior management and related parties are summarized as follows:

				2006	   2005
				----	   ----
Balance at beginning of year $ 20,000	$  37,500
Increase in loans		    0	   50,000
Payments on loans		    0	  (37,500)
			     --------	---------
Balance at end of period     $ 20,000	$  50,000
			     ========	=========

On June 1, 2004, the Company and the four songwriters (two of the
songwriters are Joseph and Bernadette DiFrancesco) with 2221 Music
amended their agreement.  The amendment calls for each songwriter
to receive 2,500,000 shares of common stock by September 1, 2004,
and to receive $2,500 per month from September 1, 2004 through
October 31, 2005.  During the six-months ended June 30, 2006, Raven
Moon paid $60,200 to 2221 Music.  The payments were charged to general
and administrative expenses because the Company cannot demonstrate
through its experience the ultimate revenue from the video entertainment
products.

Following is a schedule that summarizes the activity in accruals and payments
related to Joseph and Bernadette DiFrancesco, the officers of the Company, for
the six-months ended June 30, 2006 and 2005:

				   2006		   2005
				-----------	-----------
Beginning balance		$ 1,718,823	$   546,404
Accrued for administrative
  salary  			    484,809	    358,318
Accrued production fee		    375,000	    375,000
Payments to Officers		         -  	   (43,021)
				-----------	-----------
Ending balance			$ 2,578,632	$ 1,236,701
				===========	===========

Note 8 -- COMMITMENTS AND CONTINGENCIES

The Company has entered into an employment contract with the officers, Joseph
and Bernadette DiFrancesco.  On October 19, 2004, the Board of Directors
extended Joseph and Bernadette DiFrancesco's contract an additional seven years
after the current contract expires in exchange for a signing bonus of non-
diluting preferred shares.  The preferred shares shall be convertible to common
stock at a 20% discount to market based upon the previous 10 day average and
will carry non-diluting rights equivalent to 40% of the common shares issued
and outstanding as long as the shares are held by Joseph and Bernadette
DiFrancesco or their assigns.  Under the terms of the agreement, the Company is
obligated to make the following annual payments through November 15, 2012:
	2006	$  881,462
	2007	$1,057,775
	2008	$1,269,306
	2009	$1,523,167
	2010	$1,827,800
	2011	$2,193,360
	2012	$2,632,032

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.

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.

On May 1, 2004, the Company entered into two consulting agreements.  These
agreements require the individuals to provide executive assistants advice and
production services to the Company for a ten-month period.  The individuals are
to be paid $500,000 each.  The payments will be made with registered trading
shares of common stock issued in ten equal installments at a 50% discount from
the closing bid price for the preceding ten days, commencing on May 1, 2004,
and every month thereafter for nine months.  On October 4, 2004, the Board of
Directors amended these agreements increasing the compensation for November,
December 2004, and January 2005 to $100,000 per month for each consulting
agreement.  On February 4, 2005, the Board of Directors amended these
consulting agreements.  The Company granted a three month extension and shall
pay the consultants $100,000 each for the three-month period.  The payment will
be made with shares of registered common stock at a 33% discount from the
closing bid price.

On February 4, 2005, the Board of Directors approved the following:

1.  Three-month consulting agreement.  This agreement requires the individual
to provide executive assistants advice to the Company for three months.  The
individual is to be paid $189,000 for the three-month period.  The payments
will be registered common shares issued in three equal installments of common
stock at a 33% discount from the closing bid price for the day prior to issuing
the shares.

2.  Three-month consulting agreement.  This agreement requires Big Apple
Consulting U.S.A., Inc. (Big Apple) to market and promote the Company to
brokers and other investors.  Big Apple is to be paid $120,000 for the three-
month period.  The payments will be registered common shares issued in three
equal installments of common stock at a 33% discount from the closing bid price
for the day prior to issuing the shares.

On August 12, 2004, the Board of Directors approved a new consultant
compensation plan for 90,000 registered shares of common stock for key
consultants currently under contract and new consultants that may be hired in
the future.  The Company has amended the consultant compensation plan and has
issued the following common stock under the terms of this plan:

	       Date			Shares of Common Stock
	-----------------		------------------------
	January 14, 2005		      6,333
	February 7, 2005		     13,066
	March 4, 2005			     19,133
	March 28, 2005			     19,133
	April 11, 2005			     91,710
	May 31, 2005			    206,120
	August 11, 2005			    833,333
	September 16, 2005		    800,000
	September 23, 2005		  5,333,333
	October 28, 2005		 13,333,333
	November 18, 2005		 26,666,667
	December 15, 2005		 26,666,667
	December 30, 2005		 53,333,333
	January 13, 2006		 53,333,333
	January 27, 2006		 53,333,333
	February 6, 2006		 42,666,667
	February 22, 2006		  5,333,333
	March 8, 2006			600,000,000
	March 20, 2006			800,000,000


NOTE 9 - PRIVATE PLACEMENT OFFERING

The Company has plans to raise $5,000,000 in a private placement offering to be
used for working capital.  The Company is offering units that consist of one
share convertible Series B Preferred Stock and a warrant to purchase one
hundred shares of common stock at a price of $10.00 per unit.  The minimum
purchase is $10,000.  The conversion right may be exercised at any time by the
holder of the shares, but shall occur automatically at the Company's discretion
at any time after a registration statement to register the shares of common
stock underlying both the preferred share and the warrant.

Each preferred share shall convert to $10.00 in value of common stock.  The
value of the common stock will be based upon the average closing price of the
Company's common stock for each of the ten consecutive trading days prior to
the date of conversion, less a 20% discount.  The preferred shares have a
preference over common stock in any liquidation of the Company.  The preferred
shares are not entitled to any dividend or distribution in preference to common
stock.  The warrant, which will permit the holder to purchase one-tenth of a
share of common stock at $.10 expired May 31, 2005.  Also, the warrants will be
subject to redemption at the Company's option for $.05 per warrant provided the
closing price exceeds $.20 per share for at least thirty days ending on the
third day prior to the mailing of the notice.  As of June 30, 2006, the
Company has sold $2,284,000 of the private placement offerings.

Note 10 - WARRANTS

On January 6, 2006 the Board of Directors approved a 75 to 1 common stock
warrant that was granted to every shareholder of record on February 10, 2006.
The warrant was exercisable at a 25% discount of the closing bid price on the
day the warrants were exercised.  The period for exercising warrants began
February 18, 2006 and expired on April 18, 2006.  The Company recognized
$44,133 of expense in the period ended March 31, 2006 for the value of the
discounted purchase price. Of this expense, $2,078 was incurred by related
parties.

On April 13, 2006 the Board of Directors approved a 40 to 1 common stock
warrant that was granted to every shareholder of record on May 19, 2006.
Each shareholder of record on that date received one warrant for each share
of common stock owned as of that date.  The warrant allowed the shareholder
to purchase 40 shares of restricted common stock for each warrant owned.  The
warrant was exercisable at a 40% discount of the closing bid price on the day
the warrants were exercised.  The period for exercising warrants begins May 25,
2006 and expired on July 25, 2006. Common shares purchased as a result of
exercising these warrants are restricted for one year and will be exempt
from any reverse split that may occur in the twelve (12) months following the
date on the new restricted share certificates.  The Company recognized
$600,244 of expense in the period ended June 30, 2006 for the value of the
discounted purchase price. Of this expense, $43 was incurred by related
parties.

Note 11 - SUBSEQUENT EVENT

The following is a schedule of common stock issued to related parties
subsequent to June 30, 2006:

 Common stock issued to Gina and David Mouery	  833,333
 Common stock issued to officers and directors	1,320,854
 Common stock issued for services		  190,000

Subsequent to June 30, 2006, third parties have been issued 2,267,664
shares of common stock.

On June 20, 2006, the Board of Directors approved a 1 for 20 reverse-split with
an effective date of July 17, 2006.

On August 15, 2006, the Board of Directors approved a 1 for 200 reverse-split
with an effective date of September 20, 2006.

All applicable share and per-share data in these consolidated financial
statements have been restated to give effect to these stock splits.


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.

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.

The primary business focus of Raven Moon Entertainment, Inc. (the "Company" or
"Raven Moon") is the development and production of children's television
programs and videos, CD music production, Internet websites focused on the
entertainment industry and music publishing and talent management.

Raven Moon Entertainment is well on its way to 40 episodes of "Gina D's Kids
Club."  To date, we have produced 31 episodes of the half hour program.  The
production of "Gina D's Kids Club" has resulted in 24 DVD titles, a music
library of over 160 original songs, and a cast of characters which are suitable
for licensing and merchandising opportunities.  Raven Moon's future revenue
stream is dependant on its nationwide syndication of "Gina D's Kids Club" and
its ability to continue to finance the production of the remaining 16 episodes
of "Gina D's Kids Club".  Once the company has the program in a position where
it's airing 5 days a week on a station which is considered a destination for
kids, management believes there are numerous opportunities in a billion dollar
licensing and merchandising market for preschool kids.  Raven Moon management
has already explored these opportunities and has met with prominent industry
leaders who have recommended the company adapt a strategy which will allow
Raven Moon to build upon the "Gina D's Kids Club" brand.

In addition to "Gina D's Kids Club", Raven Moon has begun developing a movie
called "GINA D & THE TRANSISTOR SISTERS"(R) and has launched "GINA D'S READING
ACROSS AMERICA PROBRAMPROGRAM"(R) LIVE.  The Company has already produced a
"Mr. Bicycle Man" Public Service Announcement and a trailer for the "BoBo
Blocks" television series.

The "Gina D's Kids Club" began airing on television once a week in September
2004, through the efforts of our syndicator Role Entertainment.  In order to
maximize our airtime exposure to five days like programs such as "Sesame
Street", "Arthur" and "Barney", we decided to move the program to PBS public
television stations.  Recently the Company signed an exclusive 27-month
agreement with WPBT-PBS, Miami to be our presenting station through American
Public Television (APT), so that we can get our programs on public television
stations beginning with a June 2006 launch date.  In order to fulfill the
contract with public television, we will have to produce an additional 16 half-
hour episodes at an approximate cost of $4,000,000.  It is anticipated that six
(6) of those programs planned for delivery to public television stations in
June will be produced in February 2006.  It is an assumption that as part of
our business plan, the completion of a total of 40 episodes and saturated
visibility on public television stations could create multiple revenue streams
which includes worldwide licensing and merchandising opportunities for DVD's,
CD's, and toys that have been inspired by the show.  This of course is if the
programs are accepted for airing by the public stations, are well received by
the viewers, the licensees and the retailers.  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.

In 2002, Raven Moon Entertainment, Inc. created a wholly owned subsidiary
called JB Toys, LLC which will control the exclusive licensing and
merchandising rights to the following product lines for a period of ten years:
The "Cuddle Bug", "The Christmas Cuddle Bug", "The Cuddle Bug Cousins", "The
Birthday Cuddle Bugs", "The BoBo Blocks", "Mr. Bicycle Man".  Raven Moon will
receive 15% of gross profits received by JB Toys, LLC for ten years.

In 2002, Raven Moon Entertainment, Inc, formed a subsidiary named Raven Moon
Home Video Products, LLC, which was spun-off into a separate corporation known
as Clubhouse Videos, Inc. in 2003.  In exchange, Raven Moon Entertainment, Inc.
received a small minority stock interest in Clubhouse Videos, Inc. which was
distributed to its shareholders and was to be initially paid $1,000,000 and a
royalty form DVD sales from the first three GINA D'S KIDS CLUB(R) episodes.  To
date, Clubhouse Videos, Inc. has not paid anything to Raven Moon Entertainment,
Inc.


	Results of Operations - Six months ended June 30, 2006 and 2005
	----------------------------------------------------------------

Revenue
-------

Revenues are generated from the sale of rights, licenses, and toys inspired by
the children entertainment productions of Raven Moon Entertainment.

Total revenues for the six-months ending June 30, 2006 and June 30, 2005 were
$1,556 and $666, respectively.

Cost of Goods Sold
------------------

Cost of goods sold for the six months ended June 30, 2006 and June 30, 2005
were $466 and $166, respectively.

Expenses
--------

Expenses for the six months ended June 30, 2006 and June 30, 2005 were
$5,160,079 and $3,163,460, respectively, an increase of $1,996,619.

Consulting fees and production expenses accounted for the majority of the
expenses incurred by the Company.  The Company only has two full time employees
and relies heavily on outside consultants and production facilities to operate
on a daily basis.

Net Loss
--------

For the six months ended June 30, 2006, the Company recorded a net loss of
$5,019,241 as compared to a net loss of $3,162,960 for the six-months ending
June 30, 2005.  The increased net loss of $1,856,281 is primarily attributable
to an increase in production costs and expenses.

Income Taxes
------------

As a result of the losses recorded in prior years, no provision was made for
income taxes for the current interim period.

Liquidity
---------

At June 30, 2006, the Company had $121,055 of cash on hand, as compared to
$76,289 in cash on hand at December 31, 2005.  The increase in cash is due to
the current shareholders warrants exercise in purchasing additional common
stock shares, which expired on July 31, 2006.

The Company has total assets and liabilities of $259,362 and $3,779,490,
respectively, at June 30, 2006.  Since December 31, 2005, assets have decreased
$106,086 and liabilities have increased $1,183,857.  For the six-months ended
June 30, 2006 and 2005, cash used by operations was $982,385 and $245,037,
respectively.

These circumstances raise substantial doubt about the Company's ability to
continue as a going concern.  The Company's ability to continue as a going
concern is dependent upon positive cash flows from operations and ongoing
financial support.  Adequate funds may not be available when needed or may not
be available on terms favorable to the Company.  If the Company is unable to
secure sufficient funding, the Company may be unable to develop or enhance its
products and services, take advantage of business opportunities, respond to
competitive pressures or grow the Company's business in the manner that the
Company's management believes is possible.  This could have a negative effect
on the Company's business, financial condition and results of operations.
Without such support, the Company may not be able to meet its working capital
requirements and accordingly the Company and its subsidiaries may need to
reorganize and seek protection from its creditors.

In addition, during the quarter ended March 31, 2006, the stockholders voted to
amend Raven Moon's Certificate of Incorporation to increase the authorized
common shares from 15 billion to 30 billion shares.  The additional shares will
be made available to conduct a variety of corporate transactions, such as
public offerings, private placements, employee and consultant compensation
plans.  The company is currently engaged in ongoing negotiations with several
different syndication partners.

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.

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.

During the quarter ended March 31, 2006, the Company implemented 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.  The impact of implementing SFAS No. 148, which was not
material to the Company's financial position, is discussed further in the Notes
to Financial Statements.

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 April 7, 2006, we received a demand from John G. Pierce, as Trustee, for a
payment of $137,752.62 as a satisfaction of the principle amount plus interest
on certain promissory notes, issued by the Company.  During May 2006, the
Company entered into a settlement agreement with Mr. Pierce for an undisclosed
amount.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.  Defaults on Senior Securities
None.

Item 4.  Submission of Matters to Vote of Security Holders

On May 5, 2006, the shareholders owning a majority of the issued and
outstanding shares of the Company's common stock approved an amendment
to the Company's Articles of Incorporation, to increase the number of
authorized shares of common stock of the COmpany to 30,000,000,000 shares.

On June 19, 2006 the holders of majority of the outstanding common stock
of the Company, approved a 20 to 1 reverse stock split of the Company's
Common Stock to be effective July 17, 2006.  The stock split does not
change the number of authorized shares of common stock of the Company.


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, 2006.


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 ENTERTAINMENT, INC.
				------------------------------
				(Registrant)

Date:  August 19, 2006		By:  /s/  Joseph DiFrancesco
				       --------------------------------
				Joseph DiFrancesco
				President






								EXHIBIT 31

CERTIFICATION PURSUANT TO RULE 13a
14(a)/15D-14(a) and SECTION
302 OF THE SARBANES-OXLEY ACT

I, Joey DiFrancesco, President and Chief Executive Officer (principal executive
officer) and principal financial officer of Raven Moon Entertainment, Inc. (the
"Registrant"), certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of the Registrant;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
	a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.

Dated: August 21, 2006		/s/ Joseph DiFrancesco
				----------------------------
				Joey DiFrancesco, President,
				Chief Executive Officer and
				Principal Financial Officer





								EXHIBIT 32


CERTIFICATION PURSUANT TO 18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Raven Moon Entertainment, Inc. (the
"Registrant") on Form 10-QSB for the period ended March 31, 2006 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Joey DiFrancesco, President, Chief Executive Officer and principal financial
officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Registrant.

Dated: August 21, 2006		/s/ Joseph DiFrancesco
	         	        ---------------------------
				Joey DiFrancesco, President,
				Chief Executive Officer and
				Principal Financial Officer