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 fiscal year ended June 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 May 2,
2003 was _______.

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

<PAGE>



                                TABLE OF CONTENTS

Part I   FINANCIAL INFORMATION                                              Page

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

  Balance Sheet as of June 30, 2003 (unaudited).............................. 2

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

  Consolidated Statements of Changes in Deficit in Stockholders'
   Equity For the Six Months Ended June 30, 2003 and 2002 (unaudited)........ 4

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

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

Item 2   Management Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 16


Item 3   Controls and Procedures............................................  20



Part II    OTHER INFORMATION

Item 1   Legal Proceedings..................................................  20

Item 6   Exhibits and Reports on Form 8-K...................................  21

SIGNATURE ..................................................................  22

EXHIBIT INDEX...............................................................  23

CERTIFICATIONS



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Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements


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



                                             ASSETS


       <S>                                                                             <C>
       Cash and cash equivalents                                                       $      8,969
       Receivable from affiliated company                                                     3,603
       Organization costs, net of $15,538 of accumulated
              amortization                                                                     --
       Investment in Club House Video, Inc.                                                 368,000
       Advance on future royalties  related party                                            56,000
                                                                                       ------------

                                                                                       $    436,572
                                                                                       ============


                          LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY


       Accrued salaries and wages payable to officers                                  $    411,259
       Accrued interest payable to officers and related parties                              80,952
       Advance receipt for rights to 2002 Cuddle Bug Christmas Special                       44,500
       Advance receipt for exercise of stock options                                         40,704
       Notes payable officers and third parties                                              82,973
       Loans from shareholders                                                               62,000
       Advance from Class B Members of LLC                                                    5,000
       Debentures payable                                                                    30,000
                                                                                       ------------

                        Total liabilities                                                   757,388


       COMMITMENTS AND CONTINGENCIES (see note 3)

       DEFICIT IN STOCKHOLDERS' EQUITY
                   Preferred stock, $.0001 par value, authorized 400,000,000 shares;
                        issued and outstanding 6,024,755                                        602
                   Common stock, $.0001 par value, authorized 200,000,000 shares;
                        issued and outstanding 15,680,000                                     1,568
                   Additional paid-in capital                                            13,010,323
                   Accumulated deficit                                                  (13,333,309)
                                                                                       ------------

                        Total deficit in stockholders' equity                              (320,816)
                                                                                       ------------

                                                                                       $    436,572
                                                                                       ============


         See accompanying notes

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



                                                          Six months ended             Three months ended
                                                     --------------------------    --------------------------
                                                       June 30,       June 30,       June 30,       June 30,
                                                        2003           2002           2003           2002
                                                     -----------    -----------    -----------    -----------
REVENUES:
   <S>                                              <C>            <C>            <C>            <C>
   Sales of plush toys                               $   204,275    $     6,865    $      --      $       190
   Sale of rights to related party to manufacture,
      market and sell video, cd, and dvd products        783,274           --             --             --
                                                     -----------    -----------    -----------    -----------

                                                         987,549          6,865           --              190

COST OF GOOD SOLD                                        130,376           --              846           --
                                                     -----------    -----------    -----------    -----------
GROSS PROFIT                                             857,173          6,865           (846)           190


EXPENSES:
   Consulting fees                                       481,610        459,815         58,650        329,815
    Production expense                                   345,994        415,995         97,000        398,684
    Option Rights to Gina D                                 --          489,400           --          489,400
    Depreciation                                            --              879           --              439
    Interest                                               3,604         10,859          1,804          4,476
    General and administrative expense                   381,970        916,472        214,331        776,005
                                                     -----------    -----------    -----------    -----------

       Total costs and expenses                        1,213,178      2,293,420        371,785      1,998,819
                                                     -----------    -----------    -----------    -----------

Net loss before discontinued operations                 (356,005)    (2,286,555)      (372,631)    (1,998,629)

Discontinued operations                                     --         (160,419)          --          (93,086)
                                                     -----------    -----------    -----------    -----------

Net loss                                             $  (356,005)   $(2,446,974)   $  (372,631)   $(2,091,715)
                                                     ===========    ===========    ===========    ===========

Net loss per share                                   $   (0.0259)   $   (0.3732)   $   (0.0245)   $   (0.3001)
                                                     ===========    ===========    ===========    ===========


See accompanying notes

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



                                                   Preferred Stock                   Common Stock
                                             ----------------------------    ---------------------------
                                                Shares          Amount          Shares         Amount
                                             ------------    ------------    ------------   ------------
<S>                                             <C>          <C>                <C>         <C>
Balance December 31, 2001                       6,024,755    $        602       6,049,454   $        605

        Shares issued for cash                       --              --             5,000              1
        Shares issued for accrued expenses           --              --           130,000             13
        Shares issued for options
             rights to Gina D                        --              --           400,000             40
        Common stock warrants granted                --              --              --             --
        Common stock options granted                 --              --              --             --
        Exercise of options                          --              --           220,000             22
        Exercise of warrants                         --              --           257,357             26
        Shares issued for expenses                   --              --         1,087,609            108
        Net loss for the period                      --              --              --             --
                                             ------------    ------------    ------------   ------------
Balance June 30, 2002                           6,024,755    $        602       8,149,420   $        815
                                             ============    ============    ============   ============



Balance December 31, 2002                       6,024,755    $        602      10,594,639   $      1,059

        Common stock options granted
         for expenses                                --              --              --             --
        Common stock options granted
         to related party                            --              --              --             --
        Shares issued to related parties
         for expenses                                --              --           374,312             37
        Shares issued for expenses                   --              --           500,000             50
        Exercise of options                          --              --         1,718,033            172
        Exercise of options related party            --              --         2,593,016            260
        Shares retired                               --              --          (100,000)           (10)
        Net loss for the period                      --              --              --             --
                                             ------------    ------------    ------------   ------------

Balance June 30, 2003                           6,024,755    $        602      15,680,000   $      1,568
                                             ============    ============    ============   ============

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



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

<S>                                          <C>            <C>             <C>
Balance December 31, 2001                    $  7,627,507   $ (8,921,147)   $ (1,292,433)

        Shares issued for cash                      4,999           --             5,000
        Shares issued for accrued expenses        294,987           --           295,000
        Shares issued for options
             rights to Gina D                     389,960           --           390,000
        Common stock warrants granted             112,400           --           112,400
        Common stock options granted              164,500           --           164,500
        Exercise of options                       279,978           --           280,000
        Exercise of warrants                       92,034           --            92,060
        Shares issued for expenses              1,152,826           --         1,152,934
        Net loss for the period                      --       (2,446,974)     (2,446,974)
                                             ------------   ------------    ------------
Balance June 30, 2002                        $ 10,119,191   $(11,368,121)   $ (1,247,513)
                                             ============   ============    ============



Balance December 31, 2002                    $ 12,115,725   $(12,977,304)   $   (859,918)

        Common stock options granted
         for expenses                              60,300           --            60,300
        Common stock options granted
         to related party                         409,500           --           409,500
        Shares issued to related parties
         for expenses                              54,858           --            54,895
        Shares issued for expenses                 60,725           --            60,775
        Exercise of options                        80,125           --            80,297
        Exercise of options related party         229,080           --           229,340
        Shares retired                                 10           --              --
        Net loss for the period                      --         (356,005)       (356,005)
                                             ------------   ------------    ------------

Balance June 30, 2003                        $ 13,010,323   $(13,333,309)   $   (320,816)
                                             ============   ============    ============


See accompanying notes

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



                                                                          six months ended                 Three months ended
                                                                      --------------------------    --------------------------
                                                                        June 30,       June 30,       June 30,       June 30,
                                                                         2003           2002           2003           2002
                                                                      -----------    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   <S>                                                                <C>            <C>            <C>            <C>
   Net loss                                                           $  (356,005)   $(2,446,974)   $  (372,631)   $(2,091,715)
   Discontinued operations                                                   --          160,419           --           93,086
   Adjustments to reconcile net loss to net cash used
       by operating activities:
           Decrease in deposit on inventory                                28,300           --             --             --
           (Increase) in receivables from related party                    (3,603)       (40,000)        (3,603)        (5,000)
           Amortization and depreciation                                    1,560          2,833            584          1,416
           (Increase) in advance royalty payments to related party        (10,000)       (14,000)        (4,000)        (6,000)
           (Decrease) increase in accounts payable to third parties       (10,500)            40        (67,713)            40
           Increase in accrued wages and salaries to officers             224,874        212,504        124,412        106,232
           Increase (decrease) in accrued interest to officers and
            related parties                                                 3,000         (8,747)         1,200        (15,130)
           Increse in advance receipt for rights to 2002 Cuddle
            Christmas Special                                              44,500           --           44,500           --
           Common stock warrants granted for expenses                        --          112,400           --          112,400
           Common stock options granted for expenses                      469,800        164,500         31,500        164,500
           Shares issued for expenses                                     115,670      1,542,934         20,773      1,373,796
                                                                      -----------    -----------    -----------    -----------

                     Net cash used by operations                          507,596       (314,091)      (224,978)      (266,375)


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.                               --           55,742           --           19,591
Payments of loan from Club House Video, Inc.                             (561,668)          --             --             --
Proceeds from sales of Class B Memberships                                  5,000           --            5,000           --
Payments to Class B Members                                               (92,000)          --           (1,000)          --
Proceeds from sale of stock for cash                                         --            5,000           --             --
Proceeds from exercise of warrants                                           --           92,060           --           91,945
Proceeds from exercise of options                                         309,637        280,000         67,297        240,000
Advance payments for exercise of options                                   40,704           --           40,704           --
Notes payable - officers                                                    4,973        (88,868)        22,973        (75,393)
Notes payable - shareholders                                                 --             --             --           20,000
                                                                      -----------    -----------    -----------    -----------

                     Net cash provided by financing activities           (293,354)       343,934        134,974        296,143

Net (decrease) increase in cash                                            (3,758)        29,843        (90,004)        29,768

Cash at beginning of period                                                12,727           (224)        98,973           (149)

Cash at end of period                                                 $     8,969    $    29,619    $     8,969    $    29,619
                                                                      ===========    ===========    ===========    ===========

See accompanying notes

                                                                 5
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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) June 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 video. 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 six months ended June 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
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.

                                       6

<PAGE>


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


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 13,759,406 and 15,229,443 for
the six months ended June 30, 2003 and 2002, respectively. The weighted average
number of shares outstanding was 15,229,443 and 6,696,569 for the three months
ended June 30, 2003 and 2002, respectively.

                                       7

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited) March 31, 2003
                                   (Continued)


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 $13,300,000 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


<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) June 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 June 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

<PAGE>


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


Note 6 -- RELATED PARTY TRANSACTIONS

During the six month period ended June 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                            109,500
                  Payments on loans                            109,527
                                                              ---------
                  Balance at end of period                    $ 83,973
                                                              =========

Interest expense accrued on these loans was approximately $1,800 for the six
month period ended June 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.

For the six month period ended June 30, 2003 David Mouery has exercised options
for 1,833,333 shares of common stock for $170,000.

For the six month period ended June 30, 2003 Gina Mouery has exercised options
for 759,683 shares of common stock for $59,000.

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.

On January 14, 2003, February 19, 2003 and March 4, 2003 the Company made
available an additional 900,000 shares of common stock each date to be exercised
by David Mouery in accordance with his consulting agreement (see Note 5). These
transactions were valued at $130,500, $85,500 and $99,000, and are recorded as
consulting expense.

On January 27, 2003 the Company amended its talent agreement with Gina Mouery
and granted options for 900,000 shares of common stock. The option exercise
price of the common stock is a 50% discount from the closing bid price for the
ten trading days immediately preceding the date of exercise. The options were
valued at $94,500 and charged to production expense.

                                       10

<PAGE>


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


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 25, 2002, the Company entered into an agreement with MG Studios for
the production of twelve videos of "Gina D's Kids Club". MG Studios will finance
and provide all the pre-production, production and post production facilities,
work and services necessary to complete the twelve videos. The Company was
obligated to pay $10,000 on June 1, 2002, and to continue to pay MG Studios on a
regular basis, but not more than $10,000 per week. The Company has complied with
the terms of this agreement. The cost per episode is estimated at $135,700. Any
changes during production approved by the Company that result in additional
costs will be added to the estimated cost per episode. If the charges for all
twelve episodes exceed $1,800,000, the Company will incur interest charges at 8%
on the excess. If the Company fails to make its required payments to MG Studios,
it will incur interest at 8%. On March 10, 2003 the company amended its contract
with MG Studios to produce a "sing Along with Gina" television special and the
"Gina D' Cuddle Bug Christmas" and 10 regular series half-hour episodes for
$175,000 per episode.

                                       11

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited) June 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                                 4,860,000           $ .0805

         Exercised                              (4,311,049)          $ .0872
                                                ----------

Outstanding at June 30, 2003                     2,610,898           $ .1300
                                                ==========

                                       12

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                            (unaudited) June 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

The weighted average fair value of options granted during 2003, 2002 and 2001
were $.0805, $.03638 and $1.00, respectively. The weighted-average remaining
life of options granted were 5.48, 6.44 and 4.00 years at March 31, 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.

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 June 30, 2003              (366,962)             $1.7083
                                               --------

Outstanding at March 31, 2003                   223,480              $ .3250
                                                =======


                                       13

<PAGE>


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


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                           $.50000

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 June 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.

Note 10 -- LEGAL PROCEEDINGS

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.

                                       14

<PAGE>


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


NOTE 11 -- SUBSEQUENT EVENTS

On July 24, 2003 the Company amended its talent agreement with Gina Mouery and
granted $250,000 worth of S-8 per year and the right to purchase an additional
$250,000 worth of S-8 options per year for three years anytime between August 1,
2003 and December 31, 2005 . The option exercise price of the common stock is a
50% discount from the closing bid price for the ten trading days immediately
preceding the date of exercise. The options were valued at $267,000 and charged
to production expense.

                                       15

<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of 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 18 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.


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 continues to produce new episodes for television syndication.

                                       16

<PAGE>


     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.

Results of Operations

Revenues - The Company's consolidated revenues for the six months ended June 30,
2003 (2003 Quarters) increased to $987,549 from $6,865 for the six months ended
June 30, 2002 (2002 Quarters). The increase in revenue is due to increased sales
and licensing of intellectual property.

Expenses - Decreased to $1,213,178 for the 2003 Quarters as compared to
$2,293,420 for the 2002 Quarters. This increase is primary due to reduction of
general and administrative expenses.

Net Loss - Decreased to $356,005 or $0.0259 per share for the 2003 Quarters as
compared to a net loss of $2,446,974 or $.3732 per share during the 2002
Quarters. The favorable reduction in net loss can be attributable to the
increase in sales.


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.

                                       17

<PAGE>


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.


                                  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.

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.

                                       18

<PAGE>


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.

     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

                                       19

<PAGE>


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.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

                                       20

<PAGE>


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.

                                       21

<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                             Date:  August 18, 2003
    ----------------------------------------
          Joseph DiFrancesco, President

                                       22


<PAGE>


                                 EXHIBIT INDEX
                                 -------------


EXHIBIT             DESCRIPTION
-------             -----------

  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.

                                       23