UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
           (Mark One)
		X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
		     OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended: June 30, 2007

              __ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
				THE EXCHANGE ACT

		For the transition period from ______to _________

			Commission File Number: 000-24727

			Raven Moon Entertainment, Inc.
	(Exact name of Small Business Issuer as specified in its charter)

			Florida			59-3485779
           (State or other Jurisdiction       (I.R.S. Employer
         of Incorporation or Organization)  Identification Number)


                         2005 Tree Fork Lane, Suite 101
                              Longwood, FL  32750
                   (Address of Principal Executive Offices)

                                 (407) 304-4764
              (Issuer's Telephone Number, including Area Code)

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

The number of shares of Common Stock outstanding as of July 31, 2007
was approximately 2, 389,454,903.

Transitional small business disclosure format (check one)  Yes X   No



TABLE OF CONTENTS

Part I	FINANCIAL INFORMATION

Item 1.  Financial Statements.

Unaudited Consolidated Balance Sheet at June 30, 2007

Unaudited Consolidated Statement of Operations for the
   Three and Six Months Ended June 30, 2007 and 2006

Unaudited Consolidated Statement of Cash Flows for the
   Three and Six Months Ended June 30, 2007 and 2006

Unaudited Consolidated Statements of Changes in Deficit in
   Stockholders' Equity for the Three Months Ended
   June 30, 2007

Notes to Financial Statements

Item 2.  Management's Discussion and Analysis or Plan of Operation

Item 3.  Controls and Procedures

Item 3A(T) Controls and Procedures


Part II	  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6.  Exhibits




Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                        RAVEN MOON ENTERTAINMENT, INC.
                         CONSOLIDATED BALANCE SHEET
                          June 30, 2007 (unaudited)


                                 ASSETS

Current assets:
    Cash and cash equivalents                                  $    73,892
    Inventory                                                       71,282
    Other                                                           76,700
                                                               -----------
       Total assets                                            $   221,874
                                                               ===========

                    LIABILITIES & STOCKHOLDERS? EQUITY

    Accounts payable                                           $        12
    Accrued salaries and fees to officers                        2,571,339
    Loans from shareholders                                        350,000
    Advances from related parties                                1,225,640
    Advances from third parties                                  3,026,800
    Advances from Class B members of LLC                           197,500
    Loans from officers                                                 -
    Note payable from third parties                                 69,232
                                                               -----------
      Total liabilities                                          7,440,523

Commitments and Contingencies                                           -

Stockholders' equity:
    Preferred stock, $0.0001 par value; 800,000,000 shares
     authorized; 9,934 shares issued and outstanding                     1
    Convertible series B preferred stock, .0001 par value;
     2,000,000 shares authorized, 611,730 shares
     issued and outstanding                                             58
    Common stock, $0.0001 par value; 30,000,000,000 shares
     authorized; 5,883,847 shares issued and outstanding        10,147,988
    Additional paid in capital                                  37,470,445
    Accumulated deficit                                        (54,837,141)
                                                               -----------
      Total stockholders' equity                                (7,218,649)
                                                               -----------
      Total liabilities and stockholders' equity               $   221,874
                                                               ===========

See accompanying notes.



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



                               Three Months Ended        Six Months Ended
                              June 30,    June 30,      June 30,    June 30,
                                2007         2006         2007        2006
                              --------     --------      -------     -------
Revenue:
  Service income           $   491,000  $        -   $   491,000 $        -
  Sales of plush toys            3,137        1,556        6,198       1,566
                           -----------  -----------  -----------  ----------
   Total Revenue               494,137        1,556      497,198       1,566
    Cost of Sales                1,568          253        3,098         466
                           -----------  -----------  ----------- -----------
        Gross profit           492,569        1,303      494,100       1,090

     Expenses:
        Consulting fees        224,346      300,580    2,950,358     522,945
        Production costs       416,395    1,542,131    3,631,428   2,968,059
        Interest                    -         1,500           -        3,005
        General and
         administrative        444,174    1,176,740      830,011   1,666,070
                           -----------  -----------  ----------- -----------
        Total operating
         expenses            1,084,915    3,020,951    7,411,797   5,160,079
                           -----------  ------------ ----------- -----------
     Loss from operations     (592,346)  (3,019,648)  (6,917,697) (5,158,989)
                           -----------  -----------  ----------- -----------
     Other Income                5,350      132,844        5,988     139,748
                           -----------  -----------  -----------  ----------
        Net loss           $(  586,996) $(2,886,804) $(6,911,709)$(5,019,241)
                           ===========  ===========  =========== ===========

 Basic and diluted income
  (loss) per share:
  Income (loss) from
   operations             $     (0.11) $(2,886,804)  $    (2.26) $(5,019,241)
                          ------------ -----------   -----------  ----------
         Net loss         $     (0.11) $(2,886,804)  $    (2.26) $(5,019,241)
                          ============ ===========   =========== ===========

See accompanying notes.




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


                                  Three Months Ended       Six Months Ended
                                 June 30,    June 30,     June 30,   June 30,
                                   2007       2006         2007       2006
                                 --------   --------     --------   --------

Cash flows from operating
activities:
  Net (loss)                 $(  586,996) $(2,886,804) $(6,911,709)$(5,019,241)
  Adjustments to reconcile
   net (loss) to net cash
  (used) generated in
   operating activities:
    Non-cash expense for
    discounted warrants               -       600,244        3,035     644,377
 (Increase) decrease in
  assets & liabilities
    Inventory                      1,569           -         3,099          -
    Receivables from third
      parties                         -           880        3,377         880
    Accrued wages & salaries
      to officers                382,222      367,573      712,933     726,458
    Accrued interest to
      officers and
      related parties                 -         1,500           -        3,000
    Advances from related
      parties                    (20,000)          -       (20,000)         -
    Shares issued for
      expenses                    95,550    1,670,023    2,045,593   2,724,341
    Shares issued for
      expenses to
      related parties            234,646           -     4,261,512          -
    Other assets and
      liabilities                 61,133      (62,200)      58,728     (62,200)
                              -----------  -----------  ----------- -----------
  Net cash provided by
   (used in) operating
    activities                   168,124     (308,784)     156,568    (982,385)
                              -----------  -----------  ----------- -----------

Cash flows from financing
 activities:
  Proceeds from advances
   made by third parties              -    (1,165,002)          -       75,009
  Proceeds from advances
   made by related parties            -            -            -      382,640
  Proceeds from exercise
   of warrants                    50,000      419,703       50,000     572,746
  Proceeds from loans
   from officers                      -            -        85,000          -
  Note payable repayment        (185,000)      (3,250)    (255,000)     (3,250)
  Proceeds from preferred
   conversion                         -             1           -            6
                              -----------  -----------  ----------- -----------
   Net cash provided by
    (used in)financing
    activities                  (135,000)    (748,548)    (120,000)  1,027,151
                              -----------  -----------  ----------- -----------
Net increase (decrease)
  in cash                         33,124   (1,057,332)      36,568      44,766

Cash beginning of period          40,768    1,178,387       37,324      76,289
                             ------------  -----------  ----------- -----------

Cash end of period           $    73,892   $  121,055   $   73,892  $   121,055
                             ============  ===========  =========== ===========

See accompanying notes.




                      RAVEN MOON ENTERTAINMENT, INC.
    CONSOLIDATED STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY (Unaudited)
                For the Three Months Ended March 31, 2007


                                       Series B
                   Preferred Stock  Preferred Stock     Common Stock
                   Shares  Amount   Shares  Amount    Shares       Amount
                   ------- ------  -------- -------  --------    ---------
Balances at
  March 31, 2007    9,934    $1     585,250   $63    4,233,940  $9,488,567

Preferred stock
  converted by
  related party        -      -      (5,000)   (5)     500,000     200,000

Shares issued for
  expenses             -      -          -      -      287,500     115,000

Shares issued for
  expenses to
  related parties      -      -          -      -      777,484     310,994

Warrants exercised
  By related parties   -      -          -      -          125          50

Cancelled shares       -      -          -      -      (19,026)     (7,611)

Replacement shares     -      -          -      -      102,470      40,988

Net loss               -      -          -      -           -           -
                    -----    --     -------   ---  ----------- -----------
Balances at
  June 30, 2007     9,934    $1     580,250   $58    5,882,492 $10,147,988
                    =====    ==     =======   ===  =========== ===========


                        Additional                   Total
                         Paid-In    Accumulated  Stockholders
                         Capital      Deficit       Equity
                       ----------- ------------  ------------
Balances at
  March 31, 2007      $37,749,665  $(54,250,145) $(7,011,849)

Preferred stock
  converted                    -             -            -

Preferred stock
  converted by
  related party          (199,995)           -            -

Shares issued for
  expenses                (19,450)           -        95,550

Shares issued for
  expenses to
  related parties         (76,348)           -       234,646

Warrants exercised
  By related parties       49,950            -        50,000

Cancelled shares            7,611            -            -

Replacement shares        (40,988)           -            -

Net loss                       -       (586,996)    (586,996)
                      -----------  ------------  ------------
Balances at
  June 30, 2007       $37,470,445  $(54,837,141) $(7,218,649)
                      ===========  ============= ============

See accompanying notes.




                            RAVEN MOON ENTERTAINMENT, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 2007 and 2006 (unaudited)

Note 1 -- DESCRIPTION OF THE COMPANY

Raven Moon Entertainment, Inc. and its wholly owned subsidiaries (together,
the "Company" or "Raven Moon") are primarily engaged in the production and
development of family values television programs and related products that
convey good morals and positive attitudes to children.  The market for
these products is worldwide, even though the Company will devote most of
its efforts within the continental United States.

The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for
interim financial information.  Accordingly, they do not include all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
In the opinion of Management, adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the quarter ended June 30, 2007 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2007.  These consolidated financial statements should be read in
conjunction with the Company's 2006 Annual Report on Form 10-KSB.  The
preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosure of contingent
assets and liabilities, at the date of the consolidated financial statements,
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Revenue from the distribution of videos is recognized as earned under the
criteria established by SOP 00-2.  The Company's revenue cycle is generally
one to three years, with the expectation that substantially all revenue
will be recognized in the first two years of individual videos.  In
accordance with SOP 00-2, the Company considers revenue earned when all
of the following have occurred:
1.  The Company has a valid sale or licensing agreement in place.
2.  The video is complete and in accordance with the agreement with the
customer.
3.  The video has been delivered or is deliverable.
4.  The license period has begun.
5.  The revenue is fixed or determinable and collection is reasonably
assured.

PRODUCTION COSTS -- Production costs includes costs to develop and produce
video entertainment products.  These costs were paid primarily to companies
and individuals hired to perform a specific task.  The Company outsources
these activities in order to reduce overhead costs.  Production costs are
amortized by the ratio of current year's revenue bear to management's
estimated ultimate revenue.  Because the Company cannot demonstrate through
its experience the ultimate revenue from the video entertainment products,
it has elected to expense all production costs.

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

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

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

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

STOCK-BASED COMPENSATION -- The Company accounts for stock options issued
to employees under Statement of Financial Accounting Standards 148
("SFAS 148"), wherein such options are valued based upon the Black-Scholes
option-pricing model.  The Company adopted SFAS 148 as of January 1, 2006.

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

NET LOSS PER SHARE -- Primary earnings per share computations are based on
the weighted average number of shares outstanding during the period.  On
October 19, 2004, the Board of Directors amended the Articles of
Incorporation to give full voting rights to all preferred shareholders.
The weighted average number of shares outstanding was 3,060, 908 and zero
(0) on a split-adjusted basis for the six-months ended June 30, 2007 and
2006, respectively.

INCOME TAXES -- The Company has incurred approximately $55 million of net
operating losses which may be carried forward and used to reduce taxable
income in future years.  Deferred tax assets created by the net operating
losses are offset by an equal valuation allowance.

RECLASSIFICATIONS -- Certain amounts reported in previous years have been
reclassified to conform to the 2007 financial statement presentation.

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

STOCK SPLITS -- The Company has adopted the following stock splits during
the period January 1, 2006 to date.  All applicable share and per-share
data in these consolidated financial statements have been restated to
give effect to these stock splits.
a. Adopted a 5 to 1 forward stock split effective January 30, 2006.
b. Adopted a 75 to 1 reverse stock split effective February 17, 2006.
c. Adopted a 20 to 1 reverse stock split effective July 17, 2006.
d. Adopted a 200 to 1 reverse stock split effective September 20, 2006.
e. Adopted a 2000 to 1 reverse stock split effective December 15, 2006.
f. Adopted a 4000 to 1 reverse stock split effective March 8, 2007.
g. Adopted a 4000 to 1 reverse stock split effective July 9, 2007.

Prior period share numbers may, after being restated for the above reverse
stock splits, result in a figure that is less than one (1).

Note 3 -- BUSINESS AND OPERATIONS

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

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

The Company has initiated several actions to generate working capital and
improve operating performances, including equity and debt financing and cost
reduction measures.

There can be no assurance that the Company will be able to successfully
implement its plan, or if successfully implemented the Company will achieve
its goals.

Furthermore, if the Company is unable to raise additional funds it may be
required to reduce its workforce, reduce compensation levels, reduce
dependency on outside consultants, modify its growth and operating plans,
and even be forced to terminate operations completely.

Note 4 -- INVESTMENT IN CLUBHOUSE VIDEOS, INC.

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

Clubhouse ceased operations during 2005 and the investment was
written-off.  Clubhouse had an advance from a third party, which Raven
Moon agreed to repay.  The advance of $125,000 was recorded on the balance
sheet as advances from third parties and was charged to production expense
during 2005.  In 2006, Raven Moon settled this liability by making a payment
of $62,500 and recognizing the remaining $62,500 as Other Income-debt
forgiveness.

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

Note 5 -- DEBT

Debt for the Company consists of the following:
  a. Notes payable to third parties which bear interest at 10% annually.
These are demand notes, and are unsecured.
  b.  Loans from shareholders are non-interest bearing, but the
shareholders received additional shares of preferred stock and common
stock in 2000 and are also entitled to gross revenue royalty fees of
the gross revenue of the Company for ten years.  The royalties range
from .0125% to .5% of gross revenues.  No royalties were earned in 2006
and 2005.

There are two types of Class B units:
  1. The cash investments for Class B members of LLC are non-interest
bearing loans.  The members are entitled to receive all distributions
from gross profits of the LLC until the members have received an amount
equal to their initial cash investment.  Once the Class B members, who
invested cash have been repaid, the Class B members are entitled to
annually receive 85% of all gross profits of the LLC derived from the
sale of products.  The Company has received $275,000 of cash investments
from Class B members and has repaid $77,500 as of June 30, 2007.
  2. The members who exchange services or rights to intellectual property
for Class B units are not entitled to receive any distributions from gross
profits of the LLC until the members who invested cash have received an
amount equal to their initial investment.  Once the Class B members, who
invested cash have been repaid, the Class B members are entitled to receive
85% of all gross profits of the LLC derived from the sale of product on an
annual basis.  As of March 31, 2006, the Company has exchanged 100 units
to WEE-OOO, LTD, a related party, for a ten year extension of the option
agreement for the rights to Gina D's, 50 units to Mike Gibilisco for the
rights to the BoBo Blocks, 200 units to Bernadette DiFrancesco, a related
party, for the rights to the Cuddle Bugs, 7.50 units to members of the
Board of Directors for services provided in 2002, 2003 and 2004, and 15
units to Joseph and Bernadette DiFrancesco for a 10 year license for
Mr. Bicycle Man.

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

Note 6 - COMMON STOCK

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

Note 7 -- RELATED PARTY TRANSACTIONS

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

The Company has incurred aggregate consulting, production, marketing and
management fees with officers, directors and other related parties for the
six-months ended June 30, 2007 and 2006:

                  Six-Months          Six-Months
                     Ended               Ended
                June 30, 2007        June 30, 2006
                -------------        -------------
                  $5,185,402           $2,226,156


The Company paid Gina Mouery, who is the hostess for the "Gina D's Kids
Club Show" and the daughter of Joseph DiFrancesco, President and Chief
Executive Officer of the Company, $10,000 and $12,000 as an advance on
future royalties for each of the six-month periods ended June 30, 2007
and 2006, respectively.  The advance on future royalties-related party
was charged to production expense because the Company cannot demonstrate
through its experience the ultimate revenue from the video entertainment
products.

The Company agreed to pay or reimburse Ms. Mouery $752 a month for a
leased car.  The Company paid approximately $4,602 and $4,524 for each
of the six-month periods ended June 301, 2007 and 2006, respectively.
This reimbursement is included in the general and administrative
expenses.

During the six-months ended June 30, 2007 and 2006, Gina Mouery was
granted 505,804 and zero shares (on a split-adjusted basis) of common
stock, respectively, for talent fees.  The fair value of these shares
of common stock was $1,918,085 and $1,722,741, respectively.

During the six-months ended June 30, 2007, Gina Mouery converted
preferred stock into 125 common stock shares (on a post-split adjusted
basis).  The fair value of the converted stock on the date of conversion
was $500.

On August 9, 2005, the Company entered into an agreement with David
Mouery (the son-in-law of Joseph DiFrancesco, Chairman of the Board)
to provide legal services for three years.  He is to be paid a
retainer of $10,000 per month.  If payment is made in S-8 stock
it will be at a 25% discount of the bid price on the day the stock
is issued.

During the six-months ended June 30, 2007, David Mouery was granted
50,506 of shares (on a split-adjusted basis) of common stock for
legal services.  The fair value of these common stock shares was
$305,356.

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

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

Joseph and Bernadette DiFrancesco were granted 283,091 and zero
shares (on a split adjusted basis) of common stock during the
six-month periods ended June 30, 2007 and 2006, respectively.
The fair value of these shares was $1,529,531 and $110,246,
respectively.  The fair value was charged to consulting fees
because the Company cannot demonstrate through its experience
the ultimate revenue from the video entertainment products.

The outside Board of Directors were granted 156,823 and zero
(on a split adjusted basis) of common stock during the
six-month periods ended June 30, 2007 and 2006, respectively.
The fair value of these shares was $477,750 and $81,313 for
the six-month periods ended June 30, 2007 and 2006,
respectively.  The fair value of the common stock granted and
director fees paid were charged to consulting fees for the
six-months ended June 30, 2007 and 2006, respectively.

During the six-month periods ended June 30, 2007 and 2006,
respectively, loans from officers, directors, senior
management and related parties are summarized as follows:

                                 2007      2006
                                 ----      ----
Balance at beginning of year $ 20,000   $ 20,000
Increase in loans                  -          -
Payments on loans              20,000         -
                             --------   --------
Balance at end of period     $     -    $ 20,000
                             ========   ========


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

Following is a schedule that summarizes the activity in
accruals and payments related to Joseph and Bernadette
DiFrancesco, the officers of the Company, for the six-month
periods ended June 30, 2007 and 2006, respectively:
		  		    2007	    2006
				  --------	  --------
Beginning balance		 $ 1,858,406	$ 1,718,823
Accrued for admin. salary            528,888	    484,209
Accrued production fee		     375,000	    375,000
Payments to Officers		    (190,955)	         -
				 -----------	-----------
Ending balance			 $ 2,571,339	$ 2,578,632
			    	 ===========	===========

Note 8 -- COMMITMENTS AND CONTINGENCIES

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

2. During February 2007, the Company entered into a twelve-month
contract for advertising services and issued 2,500,000,000 shares
of common stock to fulfill its obligation in whole.  The fair
value of the stock was $250,000 at date of issuance and $89,583
was expensed during the six-months ended June 30, 2007.  The total
cost of that contract will be amortized on a straight-line basis
over the term of the agreement.  The contract is subject to various
conditions and relates to restricted shares of stock.

3. On March 7, 2007 the Company amended its Production Financing
agreement with MG Studios.  This amendment called for MG Studios
to be provided $2,720,000 in financing for the production of 13
one-half hour episodes of "Gina Ds" Kids Club, $2,400,000 for the
production of twelve (12) new episodes of "Sing Along With Gina D."
and $1,200,000 for other production costs.  The total amended
financing is for $6,320,000.  The term of the agreement is for
five (5) years and or can be extended by mutual consent.  The
amount due to MG Studios at June 30, 2007 was $3,046,800.

4. In addition, the officers are to receive a "Founders" royalty
of 10% Gross for any entertainment revenue received by the Company
for any entertainment project developed and or produced by the
Company during the term of this agreement.  This royalty will be
paid between November 16th and December 31st in perpetuity.

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

NOTE 9-- PRIVATE PLACEMENT OFFERING

The Company has plans to raise $5,000,000 in a private placement
offering to be used for working capital.  The Company is
offering units that consist of one share convertible Series
B Preferred Stock and a warrant to purchase one hundred
shares of common stock at a price of $10.00 per unit.  The
minimum purchase is $10,000.  The conversion right may be
exercised at any time by the holder of the shares, but shall
occur automatically at the Company's discretion at any time
after a registration statement to register the shares of
common stock underlying both the preferred share and the
warrant.  Terms may change without notice.

Each preferred share shall convert to $10.00 in value of common
stock.  The value of the common stock will be based upon the
average closing price of the Company's common stock for each
of the ten consecutive trading days prior to the date of
conversion, less a 20% discount.  The preferred shares have
a preference over common stock in any liquidation of the
Company.  The preferred shares are not entitled to any
dividend or distribution in preference to common stock.  The
warrant, which will permit the holder to purchase one-tenth
of a share of common stock at $.10 per share, expired May 31,
2005.  Also, the warrants will be subject to redemption at
the Company's option for $.05 per warrant provided the closing
price exceeds $.20 per share for at least thirty days ending
on the third day prior to the mailing of the notice.  As of
June 30, 2007 the Company has sold $5,852,500 of the private
placement offerings.

Note 10 - WARRANTS

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

On August 17, 2006 the Board of Directors approved a 10-for-1
common stock warrant to be granted to every shareholder of
record on September 1, 2006.  Each shareholder of record on
that date received one warrant for each share of common stock
owned as of that date.  The warrant allowed the shareholder to
purchase 10 shares of restricted common stock for each warrant
owned.  The warrant was exercisable at a 50% discount of the
closing bid price on the day the warrants were exercised.  The
period for exercising warrants began September 15, 2006 and was
originally scheduled to expire on October 31, 2006.  The
expiration date was extended to December 1, 2006.  Common
shares purchased as a result of exercising these warrants will
be restricted for one year and will be exempt from any reverse
split that may occur in the twelve (12) months following the
date on the new restricted share certificates.  The Company
recognized $3,035 of expense in the period ended March 31, 2007
for the value of the discounted purchase price.  Of this expense,
$0 was incurred by related parties.

Note 11 -SUBSEQUENT EVENT

Stock issuance - The following is a schedule of common stock
issued after June 30, 2007:
   Issued for expenses to related parties      2,243,801,056
   Issued for expenses to third parties          139,770,000

MG Studio debt - On August 1, 2007, the Company entered into
an agreement with Gina D., Inc. ("GDI") regarding the
assumption of the Company's debt to MG Studios.

GDI will assume, without recourse, the $3,200,000 debt owed to
MG Studios by Raven Moon Entertainment.  In consideration of
this debt assumption, Raven Moon will pay GDI a ten percent
(10%) royalty payment of all future gross revenues derived
from Raven Moon's exploitation of Gina Ds programs, music and
products.  This agreement is valid for ten years, and shall
expire on July 31, 2017.

Investors Agreement - The Company has entered into an agreement
with an investor and heirs, etc., hereafter "Investors."
Investors have purchased 2,000,000,000 shares of common stock,
"Securities," restricted by Rule 144 of the SEC, through the
exercise of Warrants in July 2006.  Per the agreement, the
Company shall cooperate with and provide any necessary
assistance to ensure that the aforementioned shares are
free of trading restrictions at the earliest legal time
possible, on or after July 25, 2007.

The Company also guarantees that Investor shall receive at least
50%, between $200,000 and $250,000, of the "Total Net Proceeds"
due within the six month period beginning August 15, 2007.  Any
deficiency in this amount will be paid by the Company, and
or Personal Guarantor, within 30 days of the expiration of the
six month period.  At the time such payment is made the Company
will receive the balance of the 50% of the original amount in
escrow.  At the end of the second six month period, the same
shall apply to any remaining deficiency at that time.

If the Company fails to make up the shortfall by the tenth
calendar day of the aforementioned periods, the Company will
issue additional Company Common Stock to the Investor based
on the closing highest bid price or closing last sale price,
whichever is higher, on the tenth calendar day following the
end of the six month period in which the guaranteed amount
is due Investors.

Following the payment of "Total Net Proceeds," not to exceed
$500,000, the remaining Securities or funds will be returned
to the Company as treasury stock and cancelled, or shall be
sold privately with all proceeds belonging to the company.

This agreement shall be free from dilution of any subsequent
reverse stock splits.  Likewise any change in classification
of Common Stock, consolidation or merger of the Company
shall include such terms as to obligate the surviving company
to this Agreement.

This agreement is also guaranteed by the Company CEO, in his
individual capacity.

Item 2. Management's Discussion and Analysis or Plan of Operation

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

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

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

The primary business focus of Raven Moon Entertainment, Inc. (the
"Company" or "Raven Moon") is the development and production of family
G-Rated children's television programs and animated movies, DVD's, CD
music products, music publishing and talent management.

The Company has recently announced the completion of 13 new episodes
of "Sing Along With Gina D."  Combined with the 31 completed episodes of
the "Gina D Kids Club" the Company now has 44 television episodes and
44 DVD titles available for distribution.  The production of "Gina D's
Kids Club" has resulted in a music library of over 350 original songs,
and a cast of characters which are suitable for licensing and
merchandising opportunities.  The Company's future revenue stream is
dependant on its worldwide television exposure of both the "Gina D's
Kids Club" and the Company's ability to sell DVD's, music CD's and other
merchandise from the programs in the marketplace.

During November 2006, the Company announced that Trinity Broadcasting
had given "Gina D's Kids Club" a second time slot that will air seven
days a week.  Once the company has the program in a position where it's
airing regularly on a station or network which is considered a destination
for kids, management believes there are numerous opportunities in a
billion dollar licensing and merchandising market for preschool kids.
Raven Moon management has already explored these opportunities and has
met with prominent industry leaders who have recommended the company
adapt a strategy which will allow Raven Moon to build upon the
"Gina D's Kids Club" brand.

In addition to "Gina D's Kids Club", Raven Moon has begun developing a
movie called "Gina D & The Transistor Sisters-In Search of the Golden
Record" and has launched "Gina D's Reading Across America Program" Live.
The Company has already produced a "Mr. Bicycle Man" Public Service
Announcement and a trailer for the "BoBo Tales" and "TED TV" television
series.

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

In 2002, Raven Moon Entertainment, Inc. created a wholly owned
subsidiary called JB Toys, LLC which will control the exclusive
licensing and merchandising rights to the following product lines
for a period of ten years: The "Cuddle Bug", "The Christmas Cuddle Bug",
"The Cuddle Bug Cousins", "The Birthday Cuddle Bugs", "The BoBo Blocks",
and "Mr. Bicycle Man".  Raven Moon will receive 15% of gross profits
received by JB Toys, LLC for ten years.  Because the Company recently
signed a television distribution contract with DLT Entertainment, LLC
(a major company located in New York, Los Angeles and London) for a
new show called BOBO TALES, the contract for the BOBO BLOCKS was recently
renewed for an additional ten years with Tri-Color Entertainment, Inc.
and JB Toys, LLC.

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

   Results of Operations - Six-months ended June 30, 2007 and 2006
   ---------------------------------------------------------------

Revenue
-------

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

Total revenues for the six-months ended June 30, 2007 and 2006 were
$497,198 and $666, respectively, an increase of $496,532.  The Company
has begun to generate revenue from the sale of client services,
which amounted to $491,000 during the quarter ended June 30, 2007.
The Company is also experiencing increased sales of toys and musical
products, the result of its production efforts over the last several
years.

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

Cost of goods sold for the six-months ended June 30, 2007 and 2006 were
$3,098 and $166, respectively.

Expenses
--------

Total operating expenses for the six-months ended June 30, 2007 and 2006
were $7,411,797 and $3,163,460, respectively, a significant decrease
of $4,248,337.

The decrease in operating expenses was primarily due to the completion of
most of the planned production activities at the end of the 1st quarter
2007.  According, significantly fewer shares of common stock were issued
for services during the quarter ended June 30, 2007.  The Company
anticipates issuing fewer shares in 2007 than 2006 unless it begins other
production activities.

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

Net Loss
--------

For the six-months ended June 30, 2007, the Company recorded a net loss
of $6,911,709 as compared to a net loss of $3,162,960 for the six-months
ended June 30, 2006.  The increased net loss of $3,748,749 is primarily
attributable to an increase in production costs and expenses during the
quarter ended March 31, 2007 as compared to the quarter ended
March 31, 2006.

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

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

Liquidity
---------

At June 30, 2007, the Company had $73,892 of cash on hand, as compared
to $37,324 in cash on hand at December 31, 2006.

The Company has total assets and liabilities of $221,874 and $7,440,523,
respectively, at June 30, 2007.  Since December 31, 2006, assets and
liabilities have increased $184,550 and $502,176, respectively.

For the six-months ended June 30, 2007 cash generated by operations was
$156,568.  For the six-months ended June 30, 2006 cash used by operations
was $982,385.

These circumstances raise substantial doubt about the Company's ability to
continue as a going concern.  The Company's ability to continue as a going
concern is dependent upon our ability to sell our stock at discounted
prices to existing shareholders to generate cash, and upon the acceptance
by many of our vendors and independent contractors to continue to provide
services to us in exchange for shares of our stock.  Adequate funds may
not be available when needed or may not be available on terms favorable
to the Company.  If the Company is unable to secure sufficient funding, the
Company may be unable to develop or enhance its products and services, take
advantage of business opportunities, respond to competitive pressures or
grow the Company's business in the manner that the Company's management
believes is possible.  This could have a negative effect on the Company's
business, financial condition and results of operations.  Without such
support, the Company may not be able to meet its working capital
requirements and accordingly the Company and its subsidiaries may need to
reorganize and seek protection from its creditors.

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" ("FIN48"), an interpretation of FASB Statement
No. 109.  FIN48 establishes the threshold for recognizing the benefits
of tax-return positions in the financial statements as more-likely-than-not
to be sustained by the taxing authorities, and prescribes a measurement
methodology for those positions meeting the recognition threshold.  The
Company has not yet determined the estimated impact on its financial
condition or results of operations, if any, of adopting FIN 48 which
becomes effective for the fiscal year beginning after December 15, 2006.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
SFAS 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair measurements.  This Statement applies under
other accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value
measurements.  However, for some entities, the application of this
Statement will change current practice.  The Company has not yet
determined the estimated impact on its financial condition or results
of operations, if any, of adopting SFAS No. 157, which becomes effective
for the fiscal years beginning after November 15, 2007.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities Including an amendment
of FASB Statement No. 115."  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.  This
Statement is expected to expand the use of fair value measurement, which
is consistent with the Board's long-term measurement objectives for
accounting for financial instruments.  Raven Moon does not expect the
adoption of SFAS No. 159 to significantly affect its financial condition
or results of operations, which becomes effective for the fiscal years
beginning after November 15, 2007.

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"), as of the end of the period covered by this
quarterly report (the "Evaluation Date").  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.

Item 3A(T) Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's reports under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to management, including the Company's Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.  The Company's management, with
participation of the Company's Chief Executive Officer and Chief
Financial Officer, same persons, has evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of
the fiscal quarter covered by this Report as well as the year ended
December 31, 2007.  The Company's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period
covered by this Report and the Report on Form 10-KSB, the Company's
disclosure controls and procedures were satisfactory.


                   Part II --OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders

On May 30, 2007 the holders of majority of the outstanding common stock
of the Company, approved a 4000 to 1 reverse stock split of the Company's
Common Stock to be effective July 6, 2007.  The stock split did not change
the number of authorized shares of common stock of the Company.

Item 5.  Other Information

On August 13, 2007, the Management confirmed, after consultation with Board
members, advisors and counsel, that certain arrangements and agreements were
reached and confirmed to be acceptable and applicable, and those are
summarized as follows, copies of which are attached as Exhibits:

1. Amendment to the Agreement dated November 1, 2006 between Raven Moon
Entertainment, Inc. and Gina M. Mouery, a.k.a. Gina D.

The parties agreed that the term of the agreement shall be extended to
November 1, 2010.  All other terms and conditions in the agreement shall
remain the same.

2. Addendum to the Consulting Agreement made on January 1, 2006 between
Gina D, Inc. (the Company) and Raven Moon Entertainment, Inc. (the
Consultant).

The parties agreed that Paragraph 3A, as to compensation, shall be
changed as follows:  $1,080,000 shall be paid by the Company to the
Consultant for services in 2007 and $1,080,000 shall be paid by the
Company to the Consultant for services in 2008. (No representation
is made to the reader that the Company shall be able to pay these
amounts and may have to accrue them.)

3. Securities and Proceeds Investment and Distribution Agreement
between Raven Moon Entertainment, Inc., and Jacques Danon and
heirs, etc. being "Investors."

       The Company and said Investors have executed this for, among
other reasons, their mutual and independent financial and other
considerations.  The "Securities" that are the subject of this
Agreement, are the 2,000,000,000 shares of common stock, restricted
with reference to Rule 144 of the SEC, on the books and records of
the Company, in the name of Jacques Danon issued by exercise of a
Warrant(s), in 2006, for purchase of common stock, previously issued
in the name of the Investor.  The Company and or Investors shall
deposit replacement new certificates or evidence of ownership of
the Securities with an escrow agent.  The Company shall cooperate
with and provide any necessary opinion, legal or otherwise, so that
the aforesaid certificates are free of trading restrictions and or
restrictive legends at the earliest legal time possible, which is
acknowledged to be on or after July 25, 2007.  As soon as practicable,
within the next 30 calendar days following execution of the Agreement,
with the cooperation of the Investors and the Company, the Securities
shall be delivered and placed into the name of an individual or firm
engaged and paid by the Company to act as the escrow agent.

       The Securities shall be held and disposed of only per the
Agreement.  The duties of the Escrow Agent shall be to hold and sell
the Securities in conformance with the requirements of this Agreement,
including as to the disposition of the proceeds from sales and such
sales shall be done through a registered broker-dealer, which is a
member of the National Association of Securities Dealers ("NASD").
Escrow Agent shall act to sell the Securities and dispose of the
net proceeds, gross proceeds less customary sales expenses and
commissions and fees, on behalf of the Investors.  The Company
represented many things including that it will endeavor to cause
the Securities to be so sold through the Escrow Agent in the most
timely fashion both permissible and possible under the circumstances
and consideration of not causing any material decrease in the value
or volume of sales of the Securities.  If legally permissible, and
not for less than a private sales price equal to 80% of the price
the public trading market would bear, with the written permission
of the Investor, the Company may seek a sale to be to any private
person or firm outside the trading medium applicable to the Company
Securities, currently being the NASD OTC Bulletin Board.  The Company
shall notify the Escrow Agent of such a private sale.

       As to activity of sales and proceeds, monthly, from the start
of sales, the Escrow Agent will supply the Investors and the Company
a summary of the subject of sales until the "Total Net Proceeds" (as
defined below) are paid the Investors, and the net proceeds will be
delivered to the Investors per written wire instructions of Investors
and following full payment of the Total Net Proceeds to Investors,
remaining net proceeds and shares will be delivered to the Company
or other action may be taken per ?Company Benefit Disposition.

     Investors are to be paid, from the escrow disposition as
aforesaid, monthly, as available, payments for a total amount
equal to the Total Net Proceeds.  Total Net Proceeds shall not be
reduced by Escrow Agent-related fees, brokerage commissions and/or
other charges, if any, as such will be borne by the Company.  Each
month following the first month net proceeds are recognized and due,
by the 10th day of the month, the wire payment shall be made by the
Escrow Agent to Investor, as stated herein, of the net proceeds.
"Total Net Proceeds," which shall be documented and identified to
the Escrow Agent as soon as practicable, shall be an amount due of
no less than $400,000 and no more than $500,000 and shall be
calculated as follows:
-the sum of $360,000
-plus attorney fees of the Investor paid or accrued (to be confirmed
in writing to the Company) on or prior to the Effective Date,
-plus an amount equal to 15% per annum (simple interest) on the
unpaid portion of the principal amount of $360,000 for the period
of time between July 24, 2006 and the date the Investors have
received $360,000 from the Escrow Agent or from the Company,
-plus an amount equal to the margin interest paid (to be confirmed
in writing to the Company) by Investors on the Investors' existing
UBS brokerage account ("UBS Account") (upon the date Investors
receive in aggregate $360,000 from the Company, Escrow Agent and or
Personal Guarantor pursuant to the Agreement and or the Guaranty
attached hereto, no further margin interest shall be reimbursable
to Investors by the Company).

     Investors shall be paid the Total Net Proceeds notwithstanding
if the escrow fails to generate sufficient net proceeds, so if there
is a deficiency of net proceeds from the escrow, the Investors shall
be due, and shall have the right to demand and collect the deficiency
from the Company.

     The Company guarantees that Investors shall receive Total Net
Proceeds pursuant to the following schedule:  if the Investors have
not been paid, from the Company and or the escrow, at least 50% of
the figure that is the Total Net Proceeds amount due within the six
month period starting from August 15, 2007, then the deficient amount
(difference between 50% of the figure of Total Net Proceeds due and
actual paid Total Net Proceeds plus any Company payments to Investor
during said six months) shall be due and payable within 30 calendar
days from the expiration of said six months (30 days being to allow
time for calculation and reconciliation by the Company of the amounts
paid and due) and upon payment any Securities in escrow up to half
of the original amount in escrow shall be forfeited to the Company
for cancellation or disposition as in the case of the end of the
escrow as detailed below; and at the end of 12 months from August
15, 2007, the same shall apply as to any deficiency as to the unpaid
Total Net Proceeds, being that the deficient amount (difference
between the figure of Total Net Proceeds and actual paid Total Net
Proceeds plus any Company payments during said 12 months) shall be
due and payable within 30 calendar days from the expiration of
said 12 months (30 days being to allow time for calculation and
reconciliation by the Company of the amounts paid and due) and
upon payment any Securities remaining in escrow shall be forfeited
to the Company for cancellation or disposition as in the case of
the end of the escrow as detailed below; and the Company shall pay
the sum of $35,000 to the Investors to be applied to the
obligation of the Total Net Proceeds as follows: $25,000 within 10
business days of the Effective Date and $10,000 within 40 calendar
days of the Effective Date.  During the said first six months, any
excess payments to the Investors, if the Total Net Proceeds remain
due and unpaid, shall be carried forward and paid to the Investors
and credited to the obligation of the Company for the second six
months.

     Should there be a shortfall in any of the aforesaid first or
second six month payments resulting from low sales proceeds from
Securities sales delivered by the Escrow Agent, and the Company
and or Personal Guarantor fails to make up the shortfall through
Company and or Personal Guarantor cash payment(s) to Investors by
the tenth calendar day following the end of the aforesaid periods,
the Company will be subject to a penalty of being required to issue
additional Company Common Stock to the Investor pursuant to the
following formula: dollar amount of deficit divided by the closing
highest bid price or closing last sale price (whichever is higher)
of the Company's Common Stock as reported on the OTC Bulletin Board
on the first trading day following the date of the default.  The
date of the default is the tenth calendar day following the end of
the six month period in which a guaranteed amount is due Investors,
but has not been received in full by Investors.

     Company Benefit Disposition Following Full Payment of Total
Net Proceeds to Investors. Given the Company promise to pay,
Investors agree, as a benefit to the Company: following payment of
the Total Net Proceeds otherwise due, which may be up to $500,000 as
fixed above, to Investors as aforesaid, being the end of the escrow
in terms of the rights of Investors, the benefit and disposition of
the Securities, if any, in escrow, as a "Company Benefit Disposition"
shall be as determined by the Company and shall be, in one or any
combination of the following as to all or any part of the Securities:
the Securities will be returned into treasury and cancelled by the
Company, the Securities will be sold privately without any
restriction by way of this Agreement with all proceeds belonging to
the Company, the Securities shall continue to be sold and the net
proceeds shall be deemed a contribution by the Investors to the
Company, in all such events at no expense of or obligation of the
Company to Investors, as an unconditional gift to assist the Company
in its continued social pursuit of supplying family oriented
programming and in any such case, notwithstanding anything, given
Investors were paid what was due, no further escrow notices or
information shall be due to Investors and the Investors shall not
assert any position or claim contrary to the foregoing or this
Agreement.

     If the Company plans to file a registration statement on the
appropriate form with the SEC, other than as to consultants, any
time while the Securities are unsold and the Total Net Proceeds
due remains unpaid, then it will use its best efforts to include
the Securities' shares in the registration.  Expenses incurred in
connection with any registration shall be borne by the Company.
There is no promise or representation that it will file a Registration
Statement or that it will be able to have it declared effective.

	If the Company, at any time while the obligation to pay the
Total Net Proceeds is outstanding, combine outstanding shares of Common
Stock into a smaller number of shares in a reverse stock split, the
number of Securities shall remain the same and not be effected thereby.
In case of any reclassification of the Common Stock, any consolidation
or merger of the Company with or into another person, the terms of any
such consolidation, or merger shall include such terms so as to
obligate the surviving company to this Agreement.

	The Guaranty is supplied by the Company CEO in his individual
capacity.  Other terms apply.

4. Agreement between Gina D. Inc. and the Company regarding the
assumption of the Company?s debt to MG Studios (see Note 11.
Subsequent Events).

5. Acknowledgment to the Company by MG Studios regarding the
assumption of the Company?s debt to MG Studios (see Note 11.
Subsequent Events).

Item 6.  Exhibits

	(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, 2007.


SIGNATURE

In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

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

Date:  August 14, 2007		By: /s/ Joseph DiFrancesco
				-----------------------------
				Joseph DiFrancesco, President