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 March 31, 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
April 30, 2003 was 754,843,295.

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

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

Part I   FINANCIAL INFORMATION

Item 1   Financial Statements

              Balance Sheets as of March 31, 2003 and December 31,
                2002 (unaudited)............................................   2

              Statements of Operations for the Quarters Ended
                March 31, 2003 and March 31, 2002 (unaudited)...............   3

              Statements of Changes in Deficit in Stockholders'
                Equity for the Three Months Ended March 31, 2003
                and 2002....................................................   4

              Statements of Cash Flows for the Quarters Ended
                March 31, 2003 and March 31, 2002 (unaudited)...............   5

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

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

         Risk Factors
Item 3   Quantitative and Qualitative Disclosures about Market Risk.........  18


Part II    OTHER INFORMATION

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

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

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

EXHIBIT INDEX...............................................................  22

CERTIFICATIONS..............................................................  23



                                       i

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Part 1    FINANCIAL INFORAMTION

Item 1    Financial Statements


                            RAVEN MOON ENTERTAINMENT, INC.
                              Consolidated Balance Sheets
                                    March 31, 2003


                                        ASSETS



                                                                          (unaudited)


<S>                                                                      <C>
Cash and cash equivalents                                                $     98,973
Organization costs, net of $15,047 and $11,139 of accumulated
       amortization                                                               583
Investment in Club House Video, Inc.                                          368,000
Advance on future royalties - related party                                    52,000
                                                                         ------------

                                                                         $    519,556
                                                                         ============


                    LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY


Accrued salaries and wages payable to officers                           $    286,846
Accrued interest payable to officers and related parties                       79,752
Notes payable officers and third parties                                       60,000
Loans from shareholders                                                        62,000
Advance from Class B Members of LLC                                             1,000
Debentures payable                                                             30,000
                                                                         ------------

                 Total liabilities                                            519,598


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 800,000,000 shares;            70,866
          issued and outstanding 708,668,471
     Additional paid-in capital                                            12,821,455
     Accumulated deficit                                                  (12,892,965)
                                                                         ------------

                 Total deficit in stockholders' equity                            (42)
                                                                         ------------

                                                                         $    519,556
                                                                         ============


See accompanying notes

                                          2
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<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the three months ended March 31, 2003 and 2002



                                                          Three months ended
                                                         March 31,   March 31,
                                                           2003        2002
                                                         ---------   ---------
                                                        (unaudited) (unaudited)


REVENUES:
    Sales of plush toys                                  $ 204,488   $   6,675
    Sale of rights to related party to manufacture,
         market and sell video, cd, and dvd products       783,198        --
                                                         ---------   ---------

                                                           987,686       6,675

COST OF GOOD SOLD                                           61,954        --
                                                         ---------   ---------

GROSS PROFIT                                               925,732       6,675


EXPENSES:
    Consulting fees                                        422,960     130,000
    Production expense                                     248,994      17,311
    Depreciation                                              --           440
    Interest                                                 1,800       6,383
    General and administrative expense                     167,639     140,467
                                                         ---------   ---------

      Total costs and expenses                             841,393     294,601
                                                         ---------   ---------

Net Income (Loss) before discontinued operations            84,339    (287,926)

Discontinued operations                                       --       (67,333)

Net  income (loss)                                       $  84,339   $(355,259)
                                                         =========   =========

Net income (loss) per share                              $  0.0001   $ (0.0012)
                                                         =========   =========


See accompanying notes

                                       3

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                                        RAVEN MOON ENTERTAINMENT, INC.
                     CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                              For the three months ended March 31, 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    302,472,722   $     30,247

    Shares issued for cash                                  --             --          250,000             25
    Shares issued for accrued expenses                      --             --        6,500,000            650
    Shares issued for expenses                              --             --        6,106,084            611
    Exercise of warrants                                    --             --            3,000           --
    Exercise of options                                     --             --        2,000,000            200
    Net loss for the period                                 --             --             --             --
                                                    ------------   ------------   ------------   ------------
 Balance March 31, 2002                                6,024,755   $        602    317,331,806   $     31,733
                                                    ============   ============   ============   ============


Balance December 31, 2002                              6,024,755   $        602    529,731,964   $     52,972

    Common stock options granted for expenses               --             --             --             --
    Common stock options granted to related party           --             --             --             --
    Shares issued to related parties for expenses           --             --       15,000,000          1,500
    Shares issued for expenses                              --             --       25,000,000          2,500
    Exercise of options                                     --             --      138,936,507         13,894
    Net loss for the period                                 --             --             --             --
                                                    ------------   ------------   ------------   ------------

                                                       6,024,755   $        602    708,668,471   $     70,866
                                                    ============   ============   ============   ============


See accompanying notes

                                                      4
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<CAPTION>


                                  RAVEN MOON ENTERTAINMENT, INC.
               CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                        For the three months ended March 31, 2003 and 2002
                                            (unaudited)
                                            (Continued)


                                                    Additional
                                                      paid-in       Accumulated
                                                      capital         deficit          Total
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>
Balance December 31, 2001                           $  7,597,865    $ (8,921,147)   $ (1,292,433)

    Shares issued for cash                                 4,975            --             5,000
    Shares issued for accrued expenses                   294,350            --           295,000
    Shares issued for expenses                           168,527            --           169,138
    Exercise of warrants                                     115            --               115
    Exercise of options                                   39,800            --            40,000
    Net loss for the period                                 --          (355,259)       (355,259)
                                                    ------------    ------------    ------------
 Balance March 31, 2002                             $  8,105,632    $ (9,276,406)   $ (1,138,439)
                                                    ============    ============    ============


Balance December 31, 2002                           $ 12,063,812    $(12,977,304)   $   (859,918)

    Common stock options granted for expenses             28,800            --            28,800
    Common stock options granted to related party        409,500            --           409,500
    Shares issued to related parties for expenses         32,625            --            34,125
    Shares issued for expenses                            58,272            --            60,772
    Exercise of options                                  228,446            --           242,340
    Net loss for the period                                 --            84,339          84,339
                                                    ------------    ------------    ------------

                                                    $ 12,821,455    $(12,892,965)   $        (42)
                                                    ============    ============    ============


See accompanying notes

                                             4(Con't)
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                                          RAVEN MOON ENTERTAINMENT, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                For the three months ended March 31, 2003 and 2002



                                                                                           Three months ended
                                                                                          March 31,    March 31,
                                                                                             2003         2002
                                                                                          ---------    ---------
                                                                                         (unaudited)  (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
         <S>                                                                              <C>          <C>
         Net income (loss)                                                                $  84,339    $(355,259)
         Discontinued operations                                                               --         67,333
         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                            --        (35,000)
                       Amortization                                                             976        1,417
                       (Increase) in advance royalty payments to related party               (6,000)      (8,000)
                       (Decrease) in accounts payable to third parties                      (10,500)        --
                       Increase in accrued wages and salaries to officers                   100,462      106,272
                       Increase in accrued interest to officers and related parties           1,800        6,383
                       Common stock options granted for expenses                            438,300         --
                       Shares issued for expenses                                            94,897      169,138
                                                                                          ---------    ---------

                                      Net cash used by operations                           732,574      (47,716)


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.                                      36,151
         Payments of loan from Club House Video, Inc.                                      (561,668)        --
         Payments to Class B Members                                                        (91,000)        --
         Proceeds from sale of stock for cash                                                  --          5,000
         Proceeds from exercise of warrants                                                    --            115
         Proceeds from exercise of options                                                  242,340       40,000
         Notes payable  officers                                                            (18,000)     (13,475)
         Notes payable  shareholders                                                           --        (20,000)
                                                                                          ---------    ---------

                                       Net cash provided by financing activities           (428,328)      47,791


         Net (decrease) increase in cash                                                     86,246           75


         Cash at beginning of period                                                         12,727         (224)
                                                                                          ---------    ---------

         Cash at end of period                                                            $  98,973    $    (149)
                                                                                          =========    =========


See accompanying notes

                                                         5

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<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                                 March 31, 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 three months ended March 31, 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)
                                 March 31, 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 613,065,063and 306,988,692 for
the three months ended March 31, 2003 and 2002, respectively. Common stock
equivalents were not considered in the calculation of net earnings per share
because their effect would be antidilutive.

                                       7

<PAGE>


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


INCOME TAXES -- The Company has incurred approximately $12,900,000 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 2002 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)
                                 March 31, 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 March 31, 2003 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 2002 and 2001.

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)
                                 March 31, 2003
                                   (Continued)


Note 6 -- RELATED PARTY TRANSACTIONS

During the three month period ended March 31, 2003 loans from officers,
directors, senior management and related parties are summarized as follows:

              Balance at beginning of year                 $ 83,000
              Increase in loans                              23,000
              Payments on loans                                -
                                                           ---------
              Balance at end of period                     $  62,000
                                                           =========


Interest expense accrued on these loans was approximately $1,800 for the three
month period ended March 31, 2003.

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

For the three month period ended March, 31, 2003 David Mouery has exercised
options for 91,666,665 shares of common stock for $170,000.

For the three month period ended March, 31, 2003 Gina Mouery has exercised
options for 37,984,128 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 45,000,000 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 45,000,000 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)
                                 March 31, 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)
                                 March 31, 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                            10,000,000           $ .0200

         Exercised                          (7,000,000)          $ .0200
                                            ----------

Outstanding at December 31, 2001             3,000,000           $ .0200

          Granted                          185,000,000           $ .0073

         Exercised                         (84,902,640)          $ .0062
                                           -----------
Outstanding at December 31, 2002           103,097,360           $ .0039

         Granted                           198,000,000           $ .0018

         Exercised                        (138,936,507)          $ .0017
                                           -----------

Outstanding at March 31, 2003              162,160,853           $ .0026
                                           ===========

                                       12

<PAGE>


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


The exercise price for 10,000,000 of common stock options granted in 2001 was
$.02 per share. The fair market value of common stock at the date of grant was
$.06 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

   3,000,000                   $.02                                 $.040
   6,000,000           not less than $.04                           $.030
  60,000,000           1/2 of previous 10 days average price        $.020
   6,000,000           1/2 of previous 10 days average price        $.009
  50,000,000                   $.005                                $.005
  60,000,000           1/2 of previous 10 days average price        $.006
 198,000,000           1/2 of previous 10 days average price        $.003

The weighted average fair value of options granted during 2003, 2002 and 2001
were $.0018, $.0073 and $.0200, respectively. The weighted-average remaining
life of options granted were 5.08, 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             10,886,860             $.0423

         Granted                             22,637,424             $.0114

         Exercised                           (3,300,000)            $.0138
                                             ----------

Outstanding at December 31, 2001             30,224,284             $.0224

          Granted                            12,174,000             $.0150

         Exercised                          (12,867,842)            $.0072
                                             ----------

Outstanding at December 31, 2002             29,522,132             $.0252

Warrants expired at March 31, 2003           (7,548,132)            $.0385
                                              ---------

Outstanding at March 31, 2003                21,974,000             $.0215
                                             ==========

                                       13

<PAGE>


                          RAVEN MOON ENTERTAINMENT, INC
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (unaudited)
                                 March 31, 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
----

15,000,000                     $.0030                               $.008
   200,000                     $.0350                               $.010
 3,000,000                     $.0143                               $.100
 4,437,424                     $.0385                               $.130

2002
----
 6,000,000                     $.02 to .03                          $.04
 6,174,000                     $.01                                 $.01

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 .52, .73 and 1.72 years at March 31, 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>


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


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

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

     This report also identifies important factors, which could cause actual
results to differ materially from those indicated by the forward looking
statements. These risks and uncertainties include the factors discussed under
the heading "Risk Factors" beginning at page 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 has begun generating revenue on a weekly basis.

                                       15

<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 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 net revenues for the three months ended
March 31, 2003 (2003 Quarter) increased to $987,686 from $6,675 for the three
months March 31, 2002 (2002 Quarter). The increase in revenue is due to
increased sales.

Expenses - Increased to $841,393 for the 2003 Quarter as compared to $294,601
for the 2002 Quarter. This increase is primary due to the higher production
expenses and higher cost of consulting services.

Net Income - Increased to $84,339 or $0.0001 per share for the 2003 Quarter as
compared to a net loss of $355,259 or $.0012 per share during the 2002 Quarter.
The favorable increase in net income can be attributable to the increase in
sales.



                                       16

<PAGE>


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.

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.

                                       17

<PAGE>


                                  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.

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.

                                       18

<PAGE>


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
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

                                       19

<PAGE>


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.


                                    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 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits. See Index to Exhibits for a list of those exhibits filed as part
     of this report.

(b)  Reports on Form 8-K. No reports were filed on Form 8-K for the year ended
     December 31, 2002.

Items 2, 3, 4 and 5 are not applicable and have been omitted.

                                       20

<PAGE>


                                    SIGNATURE


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

RAVEN MOON INTERNATIONAL, INC.
(Registrant)


By:  /s/  Joseph DiFrancesco                          Date:  May 14, 2003
   ------------------------------------
          Joseph DiFrancesco, President


                                       21

<PAGE>


                                INDEX TO EXHIBITS

   ------------------ -------------------------------- -----------------
   EXHIBIT            DESCRIPTION                      LOCATION
   ------------------ -------------------------------- -----------------
   99.1               Certificate of the President.    Filed herewith.
   ------------------ -------------------------------- -----------------


                                       22

<PAGE>


                                  CERTIFICATION

     I, Joey DiFrancesco, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Raven Moon
     Entertainment, Inc.

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.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and 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.   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 functions):

     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; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date: May 13, 2003

                                            By:  /s/  Joey DiFrancesco
                                               --------------------------------
                                                      Joey DiFrancesco
                                                      President and
                                                      Chief Executive Officer

                                       23