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

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

                     For the period ended September 30, 2005

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

         For the transition period from                to
                                        --------------    --------------

                        Commission file number 000-24727

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

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


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

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

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

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

Common Stock, par value $.0001                                None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | _ |

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].

The number of shares outstanding of the Registrant's Common Stock as of November
21, 2005 was 415,716,289.


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

<PAGE>


                                TABLE OF CONTENTS

Part I   FINANCIAL INFORMATION                                              Page

Item 1.    Financial Statements:

           Consolidated Balance Sheet September 30, 2005                       3
           Consolidated Statements of Operations for the nine months
             and three months ended September 30, 2005 and 2004                4
           Consolidated Statements of Changes in Deficit in Stockholders'
             Equity for the nine months ended September 30, 2005 and 2004      5
           Consolidated Statements of Cash Flow for the nine months and
             three months ended September
           Notes to Consolidated Financial Statements                       7-22

Item 2.    Management's Discussion and Analysis of Financial Condition        23
           and Results of Operations

Item 3.    Controls and Procedures, Evaluation of Disclosure Controls
           and Procedures                                                     25


Part II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                  26
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.       26
Item 3.    Defaults Upon Senior Securities                                    26
Item 4.    Submission of Matters to a Vote of Security Holders                26
Item 5.    Other Information                                                  27
Item 6.    Exhibits                                                           27

                                       2

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                                     Part I.

Item 1.  Financial Statements



                                RAVEN MOON ENTERTAINMENT, INC.
                                 Consolidated Balance Sheet
                                     September 30, 2005
                                         (unaudited)



                                           ASSETS


<S>                                                                            <C>
Cash and cash equivalents                                                      $     76,263
Accounts receivable                                                                     960
Inventory                                                                            76,116
                                                                               ------------

                                                                               $    153,339
                                                                               ============


                       LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY


Accrued expenses payable to officers                                           $  1,590,967
Accrued expenses                                                                        168
Accrued interest payable                                                             34,500
Advance from third party                                                             20,000
Notes payable - related party                                                        60,000
Notes payable                                                                        60,000
Loans from shareholders                                                              62,000
Advance from Class B Members of LLC                                                 197,500
                                                                               ------------

                 Total liabilities                                                2,025,135

COMMITMENTS AND CONTINGENCIES (see note 8)

DEFICIT IN STOCKHOLDERS' EQUITY
          Preferred stock, $.0001 par value, authorized 16,000,000 shares;
               9,734 shares issued and outstanding                                        1
          Convertible series B preferred stock, $.0001 par value, authorized
               2,000,000 shares; 417,500 shares issued and outstanding                   42
           Common stock, $.0001 par value, authorized 5,000,000,000 shares;
                517,202,065 shares issued and outstanding                            51,720
           Additional paid-in capital                                            30,922,051
           Accumulated deficit                                                  (32,845,610)
                                                                               ------------

               Total deficit in stockholders' equity                             (1,871,796)

                                                                               $    153,339
                                                                               ============


See accompanying notes

                                             3

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<CAPTION>


                                            RAVEN MOON ENTERTAINMENT, INC.
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the nine months and three months ended September 30, 2005 and 2004
                                                      (unaudited)



                                                                  Nine months ended           Three months ended
                                                            September 30,  September 30,  September 30,  September 30,
                                                                 2005           2004           2005           2004
                                                             -----------    -----------    -----------    -----------
REVENUES:
         <S>                                                 <C>            <C>            <C>            <C>
          Sales of plush toys                                $     1,972    $     1,684    $     1,306    $        75
          Sales of commercial time                                 5,076           --            5,076           --
                                                             -----------    -----------    -----------    -----------

                                                                   7,048          1,684          6,382             75

COST OF GOODS SOLD                                                   493            421            327             19
                                                             -----------    -----------    -----------    -----------

GROSS PROFIT                                                       6,555          1,263          6,055             56

EXPENSES:
          Consulting fees                                      1,197,478      1,511,230        304,668        609,838
          Production expense                                   2,449,429      3,890,420        501,515      1,032,207
          Option Rights to Gina D                                   --          840,000           --             --
          Interest                                                 4,500          4,500          1,500          1,500
          General and administrative expense                   1,311,101        858,840        402,861        265,783
                                                             -----------    -----------    -----------    -----------

          Total costs and expenses                             4,962,508      7,104,990      1,210,544      1,909,328

Net loss before proportionate share of Clubhouse
Videos, Inc. 's loss and recoevery of bad debt                (4,955,953)    (7,103,727)    (1,204,489)    (1,909,272)

Proportionate share of Clubhouse Videos, Inc.'s loss                --          (29,933)          --             --
                                                             -----------    -----------    -----------    -----------

Net loss before discontinued operations                       (4,955,953)    (7,133,660)    (1,204,489)    (1,909,272)

Recovery of loan from Clubhouse Videos, Inc.                      75,116           --           75,116           --
                                                             -----------    -----------    -----------    -----------

Net loss                                                     $(4,880,837)   $(7,133,660)   $(1,129,373)   $(1,909,272)
                                                             ===========    ===========    ===========    ===========

Net loss per share before proportionate share of Clubhouse
Videos, Inc. 's loss and recovery of loan from Clubhouse
Videos, Inc.                                                 $     (0.10)   $    ( 9.71)   $     (0.00)   $     (1.86)
                                                             ===========    ===========    ===========    ===========

Proportionate share of Clubhouse Videos, Inc.'s loss
per share                                                    $      0.00    $     (0.04)   $      0.00    $      0.00
                                                             ===========    ===========    ===========    ===========

Recovery of loan to Clubhouse Videos, Inc.                   $      0.00    $      0.00    $      0.00    $      0.00
                                                             ===========    ===========    ===========    ===========

Net loss per share                                           $     (0.10)   $    ( 9.75)   $     (0.01)   $     (1.86)
                                                             ===========    ===========    ===========    ===========


See accompanying notes

                                                           4
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                                          RAVEN MOON ENTERTAINMENT, INC.
                       CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                               For the nine months ended September 30, 2005 and 2004
                                                   (unaudited)



                                                                            Preferred Stock
                                                                             ----------------
                                                           Preferred Stock                     Series B
                                                     ----------------------------    ------------    ------------
                                                        Shares          Amount          Shares          Amount
                                                     ------------    ------------    ------------    ------------
<S>                                                       <C>        <C>                             <C>
Balance December 31, 2003                                 119,695    $         12            --      $       --

     Preferred stock retired                             (109,961)            (11)           --              --
     Private placement                                       --              --           815,000               8
     Common stock options granted for expenses               --              --              --              --
     Common stock options granted to related party           --              --              --              --
     Shares issued for accounts payable                      --              --              --              --
     Shares issued for expenses                              --              --              --              --
     Shares issued for expenses to related parties           --              --              --              --
     Exercise of options                                     --              --              --              --
     Exercise of options by related party                    --              --              --              --
     Net loss for the period                                 --              --              --              --
                                                     ------------    ------------    ------------    ------------

Balance September 30, 2004                                  9,734    $          1         815,000    $          8
                                                     ============    ============    ============    ============

Balance December 31, 2004                                   9,734    $          1         421,500    $         42

     Private Placement                                       --              --            20,500               2
     Private Placement to related parties                    --              --             7,500               1
     Preferred stock converted to common stock               --              --            (6,000)           --
     Preferred stock converted to common stock
               by related parties                            --              --           (26,000)             (3)
     Common stock options granted for expenses               --              --              --
     Shares issued for expenses                              --              --              --              --
     Shares issued for expenses to related parties           --              --              --              --
     Exercise of options                                     --              --              --              --
     Exercise of warrants                                    --              --              --              --
     Exercise of warrants - related parties                  --              --              --              --
     Net loss for the period                                 --              --              --              --
                                                     ------------    ------------    ------------    ------------

Balance September 30, 2005                                  9,734    $          1         417,500    $         42
                                                     ============    ============    ============    ============


                                                         5
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<CAPTION>


                                                 RAVEN MOON ENTERTAINMENT, INC.
                              CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                                     For the nine months ended September 30, 2005 and 2004
                                                       (unaudited)(Con't)



                                                             Common Stock           Additional
                                                     ---------------------------      paid-in       Accumulated
                                                        Shares         Amount         capital        deficit         Total
                                                     ------------   ------------   ------------    ------------    ------------
<S>                                                       <C>      <C>            <C>             <C>             <C>
Balance December 31, 2003                                 311,438   $         31   $ 16,908,097    $(17,321,354)   $   (413,239)

     Preferred stock retired                                 --             --               11            11            --
     Private placement                                       --             --          814,992            --           815,000
     Common stock options granted for expenses               --             --          872,494            --           872,494
     Common stock options granted to related party           --             --          573,008            --           573,008
     Shares issued for accounts payable                     9,081              1         82,203            --            82,204
     Shares issued for expenses                           323,104             32      1,028,013            --         1,028,045
     Shares issued for expenses to related parties        425,096             43      1,448,082            --         1,448,125
     Exercise of options                                  152,403             15        816,645            --           816,660
     Exercise of options by related party                  96,121             10        458,060            --           458,070
     Net loss for the period                                 --             --             --        (7,133,660)     (7,133,660)
                                                     ------------   ------------   ------------    ------------    ------------

Balance September 30, 2004                              1,317,241   $        132   $ 23,001,580    $(24,455,014)   $ (1,453,293)
                                                     ============   ============   ============    ============    ============

Balance December 31, 2004                            $  1,937,690   $        194   $ 27,072,973    $(27,964,773)   $   (891,563)

     Private Placement                                       --             --          329,998            --           330,000
     Private Placement to related parties                    --             --           74,999            --            75,000
     Preferred stock converted to common stock         55,640,425          5,564         (5,564)           --              --
     Preferred stock converted to common stock
               by related parties                      95,848,215          9,585         (9,582)           --              --
     Common stock options granted for expenses               --             --            9,367            --             9,367
     Shares issued for expenses                       161,781,945         16,178      1,911,248            --         1,927,426
     Shares issued for expenses to related parties    185,415,995         18,542      1,279,746            --         1,298,288
     Exercise of options                                   42,915              4         10,334            --            10,338
     Exercise of warrants                              12,534,880          1,253        168,932            --           170,185
     Exercise of warrants - related parties             4,000,000            400         79,000            --            80,000
     Net loss for the period                                 --             --                       (4,880,837)     (4,880,837)
                                                     ------------   ------------   ------------    ------------    ------------

Balance September 30, 2005                            517,202,065   $     51,720   $ 30,922,051    $(32,845,610)   $ (1,871,796)
                                                     ============   ============   ============    ============    ============

                                                             5(Con't)
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<CAPTION>


                                                   RAVEN MOON ENTERTAINMENT, INC.
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             For the nine months and the three months ended September 30, 2005 and 2004
                                                             (unaudited)



                                                                                Nine months ended              Three months ended
                                                                          September 30,  September 30,  September 30,  September 30,
                                                                               2005           2004           2005           2004
                                                                           -----------    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
    <S>                                                                    <C>            <C>            <C>            <C>
    Net loss                                                               $(4,880,837)   $(7,133,660)   $(1,129,373)   $(1,909,272)

    Adjustments to reconcile net loss to net cash (used)
        by operating activities:
            (Increase) in accounts receivables                                    (960)          --             (960)          --
            Decrease in receivables from related party                            --             --          (14,000)          --
            Decrease in other receivables                                       23,200           --           15,000           --
            (Increase) in inventory                                            (76,116)          --          (76,116)          --
            Increase (decrease) in accounts payable to third parties               168        (29,500)          --             --
            Increase in accrued wages and salaries to officers               1,044,563        506,188        332,345       (200,391)
            Increase in accrued interest to officers and related parties         4,500          4,500          1,500          1,500
            Increase in due to Beyond the Kingdom                                 --          400,000           --          400,000
            Common stock options granted for expenses                            9,367        872,494           --             --
            Common stock options granted for expenses to related parties          --          573,008           --             --
            Shares issued for expenses                                       1,927,426      1,028,045        363,265        563,856
            Shares issued for expenses to related parties                    1,298,288      1,448,125        277,975        777,323
                                                                           -----------    -----------    -----------    -----------

                     Net cash (used) by operations                            (650,401)    (2,330,800)      (230,364)      (366,984)


CASH FLOWS FROM FINANCING ACTIVITIES
    Payments to Class B Members                                                   --          230,000           --             --
    Proceeds from sale of Series B Preferred Stock                             408,000        815,000           --          375,000
    Proceeds from exercise of options                                           10,338      1,274,730           --             --
    Proceeds from exercise of warrants                                         250,185           --          250,185           --
    Advance from third party                                                    20,000           --           20,000           --
    Notes payable - officers                                                    22,500           --           10,000           --
                                                                           -----------    -----------    -----------    -----------

                       Net cash provided by financing activities               708,023      2,319,730        280,185        375,000

    Net increase (decrease) in cash                                             57,622        (11,070)        49,821          8,016

    Cash at beginning of period                                                 18,641         77,961         26,442         58,875

    Cash at end of period                                                  $    76,263    $    66,891    $    76,263    $    66,891
                                                                           ===========    ===========    ===========    ===========


See accompanying notes

                                                                  6
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<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 1 -- DESCRIPTION OF THE COMPANY

Raven Moon Entertainment, Inc. and its wholly owned subsidiaries are primarily
engaged in the production and development of Family Values television programs
that convey good morals and positive attitudes to children. The market for these
products is worldwide, although the Company will devote most of its efforts
within the continental United States.

Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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 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.

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.

                                       7

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 properties are determined based on discounted cash flows, market
multiples or appraised values as appropriate. Because the Company cannot
demonstrate through its experience the ultimate revenue from intellectual
property it has elected to expense all costs associated with intellectual
property.

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

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

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

NET (LOSS) PER SHARE -- Primary earnings-per-share computations are based on the
weighted average number of shares outstanding during the period. On October 19,
2004, the Board of Directors amended the Articles of Incorporation to give full
voting rights to all preferred shareholders. The weighted average number of
shares outstanding was 49,325,970 and 731,950 for the nine months ended
September 30, 2005 and 2004, respectively. The weighted average number of shares
outstanding was 130,039,345 and 1,025,000 for the three months ended September
30, 2005 and 2004, respectively.

INCOME TAXES -- The Company has incurred approximately $32,900,000 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.

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

                                       8

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECLASSIFICATIONS -- Certain amounts reported in previous years have been
reclassified to the 2005 financial statement presentation.

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

STOCK SPLITS -- The Company adopted a 1000 to 1 reverse stock split on July 15,
2005 for common stock. On November 18, 2005 the Board of Directors approved a 5
to 1 stock split for the shareholders of record on December 31, 2005, with an
effective date of January 30, 2006. All applicable share and per-share data in
these consolidated financial statements have been restated to give effect to
these stock splits.

Note 3 -- BUSINESS AND OPERATIONS

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

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

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

     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.

                                       9

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


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. as a result of the spin-off of the former
wholly owned subsidiary. Also, the Company has loaned Clubhouse Videos, Inc.
approximately $82,000 since 2003. The investment in Clubhouse Videos, Inc. and
the loan have been written-off as the Company's proportionate share of Clubhouse
Videos, Inc.'s loss. The following is a schedule of ownership for the nine
months ended September 30, 2005 and 2004:

                                                  2005                  2004
                                                  ----                  ----

Percent of Ownership                              7.0%                  13.5%

Proportionate share of Clubhouse
          Videos, Inc.'s loss                   $    --             ($  29,933)

Carrying value of Investment in
Clubhouse Videos, Inc.                          $    --              $    --

Underlying equity in net assets of
Clubhouse Videos, Inc.                          $    --              $    --

Following is summarized information about Clubhouse Videos, Inc. assets,
liabilities and results of operations as of September 30, 2005 and 2004:

                                                  2005                  2004
                                                  ----                  ----

         Assets                                 $   1,000            $ 133,000

         Liabilities                            $ 911,000            $ 984,500

         Results of operations (loss)           $ (57,000)           $(851,500)


At September 30, 2005, Clubhouse Videos, Inc. has 115,000 shares of Preferred
Stock Series A outstanding. The conversion premium for these shares is 125%.
Conversion is based upon the amount invested ($115,000) divided by the average
close price for the first 29 days of trading, then adjusted by the premium.
Conversion is automatic on the thirtieth day of trading. The effect of this
conversion cannot be determined at this time.

                                       10

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 4 -- INVESTMENT IN CLUBHOUSE VIDEOS, INC. (continued)

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 made by the Company to Clubhouse Videos,
Inc.


Note 5 -- DEBT

Debt for the company consists of the following:

Notes payable to third parties 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 2005 and 2004.

There are two types of Class B units:

1)   The cash investments for Class B members of LLC are non-interest bearing
     loans. The members are entitled to receive all distributions from gross
     profits of the LLC until the members have received an amount equal to their
     initial cash investment. Once the Class B members, who invested cash have
     been repaid, the Class B members are entitled to annually receive 85% of
     all gross profits of the LLC derived from the sale of products. The Company
     has received $275,000 of cash investments from Class B members and has
     repaid $77,500 as of September 30, 2005.

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 September 30, 2005, 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.

                                       11

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 6 - Common Stock

The Company has amended its Articles of Incorporation to decrease the number of
authorized shares of Common Stock from 20,000,000,000 to 5,000,000,000 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 June 13, 2005, 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 August 2, 2005.

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.
                           WEE-OOO, LTD.
                           Beyond the Kingdom, Inc.
                           T.V. Toys, Inc.
                           2221 Music
                           Clubhouse Videos, Inc.

The Company has incurred aggregate consulting, production, marketing and
management fees with officers, directors and other related parties for the nine
months ended September 30, 2005 and 2004:

                                           2005                   2004
                                           ----                   ----

                                        $1,488,468             $4,294,000
                                        ==========             ==========

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, $20,000 and $18,000 as an advance on future royalties
for the nine months ended September 30, 2005 and 2004, 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 $6,800 for the nine months ended September 30,
2005 and 2004, respectively. This reimbursement is included in the general and
administrative expenses.

On May 1, 2004, Gina Mouery entered into a ten-month consulting agreement with
JB Toys, LLC and Raven Animation, Inc. Ms. Mouery is to assist the Company as a
Co-executive Producers and Promotional Celebrity Talent for promotion and
production of the Company's products and services. Ms. Mouery will be paid

                                       12

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

$1,000,000 of registered shares of common stock in ten equal installments priced
at a 50% discount from the closing bid price for the preceding ten days. On
February 4, 2005, the Board of Directors amended the agreement with Gina Mouery.
The Board granted a three-month extension and shall pay Gina Mouery $80,000 for
the three-month period. The payments were made with registered shares of common
stock at a 33% discount from the closing bid price.

During the nine months ended September 30, 2005, Gina Mouery was not granted
options. During the nine months ended September 30, 2004, Gina Mouery was
granted options for 96,120,665 shares of common stock for talent fees. The fair
value of these options at September 30, 2004, was $573,008 and was charged to
production expense because the Company cannot demonstrate through its experience
the ultimate revenue from the video entertainment products.

During the nine months ended September 30, 2004, Gina Mouery exercised
96,120,665 options for $458,070.

During the nine months ended September 30, 2005, Gina Mouery was granted
131,777,720 shares of common stock for talent fees. The fair value of these
shares of common stock was $1,076,972. During the nine months ended September
30, 2004, Gina Mouery was granted 226,800 shares of common stock. The fair value
of these shares of common stock was $789,000. The fair value of the common stock
was charged to production expense because the Company cannot demonstrate through
its experience the ultimate revenue from the video entertainment products.

On April 11, 2001, the Company entered into an agreement with Joseph and
Bernadette DiFrancesco in exchange for a one year exclusive option to the
program, certain cartoon characters and music publishing rights related to songs
written and used in "Gina D's Kids Club Show", ("Gina D's") which were created
by Joseph and Bernadette DiFrancesco, in exchange for 6,000 shares of common
stock. The Company was not able to meet its requirements under the option
agreement, and the option expired April 11, 2002.

On May 17, 2002, the Company made an addendum to the expired Option Agreement,
in exchange for $100,000 note payable to Joseph and Bernadette DiFrancesco and a
non-refundable grant of 4,000 shares of common stock, valued at $390,000, and
provided that the terms, conditions and payment due in the Agreement dated April
11, 2001, are met and fulfilled by April 11, 2003, the option agreement granted
to the Company on April 11, 2001, shall be in force for a period of twenty (20)
years. Because the Company cannot demonstrate through its experience the
ultimate revenue from the video entertainment products it has elected to charge
option rights to intellectual properties $490,000 during 2002.

                                       13

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

On March 4, 2004, the Board of Directors approved extending the option agreement
which expires April 11, 2004, with Joseph and Bernadette DiFrancesco, for rights
to " Gina D's". The extension is for a ten-year period without restrictions or
requirements, except for bankruptcy, insolvency or takeover of the Company by a
person or entity not approved by the CEO. As part of extending the option
agreement on April 10, 2004, Joseph and Bernadette DiFrancesco received 100
units of JB Toys, LLC. These units were issued to WEE-OOO, LTD, a limited
partnership owned by Joseph and Bernadette DiFrancesco. (See Note 5.) Also,
Joseph and Bernadette DiFrancesco received 50,000 restricted shares of Raven
Moon Entertainment, Inc. common stock. Joseph and Bernadette DiFrancesco shall
also receive a fee of $750,000 per year for ten years beginning in January 2004,
or 10% of all gross revenues from worldwide licensing and merchandising revenues
received by Raven Moon Entertainment, Inc. or JB Toys, LLC, whichever is
greater. The shares of stock were valued at $195,000, and charged to
intellectual property expense.

On June 1, 2004, the agreement with Joseph and Bernadette DiFrancesco for the
rights to "Gina D's" was further amended. If the Company grants a license to any
third party for "Gina D's", 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 $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 50,000 shares 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.

                                       14

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

Joseph and Bernadette DiFrancesco were granted 26,869,370 shares of common stock
during the nine months ended September 30, 2005. The fair value of these shares
was $46,567. During the nine months ended September 30, 2004, Joseph and
Bernadette DiFrancesco were not granted any shares of common stock. The fair
value was charged to consulting fees because the Company cannot demonstrate
through its experience the ultimate revenue from the video entertainment
products.

Joseph and Bernadette DiFrancesco were granted 320,000 shares of convertible
preferred stock during the year ended December 31, 2004, the stock was granted
to TV Toys, Inc. The fair value of these shares was $3,200,000 and the fair
value was charged to consulting fees because the Company cannot demonstrate
through its experience the ultimate revenue from the video entertainment
products. On May 31, 2005, TV Toys, Inc converted 22,000 shares of convertible
preferred stock and received 4,895,830 shares of restricted common stock. On
September 12, 2005 TV Toys, Inc. converted 4,000 shares of convertible preferred
stock and received 100,000,000 shares of restricted common stock.

On April 14, 2005, the Company, through its subsidiary JB Toys, LLC, agreed to
pay Bernadette DiFrancesco $100,000 per year for ten years and 3.75 units of
Class B memberships of JB Toys, LLC for the rights to the "Dino Bugs." In
addition Bernadette DiFrancesco is to receive 10% of all gross revenue derived
by JB Toys, LLC for the "Dino Bugs."

On May 1, 2004, David Mouery entered into a twelve month consulting agreement
with JB Toys, LLC and Raven Animation, Inc. Mr. Mouery is to assist the Company
as entertainment attorney for legal matters and contracts for the Company's
products and services. Mr. Mouery will be paid $120,000 of registered shares in
twelve equal installments of common stock priced at a 50% discount from the
closing bid price for the preceding ten days.

During the nine months ended September 30, 2005 and 2004, David Mouery was not
granted any options.

During the nine months ended September 30, 2005, David Mouery was granted
12,284,950 shares of common stock with a fair value of $159,897. During the nine
months ended September 30, 2004 David Mouery was granted 23,920 shares of common
stock with a fair value of 73,810. The fair value of the common stock was
charged to consulting expense because the Company cannot demonstrate through its
experience the ultimate revenue from the video entertainment products.

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.

                                       15

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

The directors were granted the following common stock options for a ten-year
term:

           Date              Common Stock Options       Exercise Price per Share

     November 29, 2002             10,000                       $ 26.00

These options were valued at $170,000 and charged to general and administrative
expense.

The outside Board of Directors were granted 14,483,855 and 2,500 shares of
common stock during the nine months ended September 30, 2005 and 2004,
respectively. The fair value of these shares was $22,653 and $22,750 for the
nine months ended September 30, 2005 and 2004, respectively. Also, the outside
Board of Directors were paid $57,767 for directors fees for the nine months
ended September 30, 2005. The fair value of the common stock granted and
director fees paid were charged to consulting fees for the nine months ended
September 30, 2005 and 2004.

During the nine months ended September 30, 2005 and 2004, loans from officers,
directors and related parties are summarized as follows:

                                                    2005               2004
                                                    ----               ----

          Balance at beginning of year           $  37,500          $    --
          Increase in loans                        235,000               --
          Payments on loans                       (212,500)              --
                                                 ---------          ---------
          Balance at end of period               $  60,000          $    --
                                                 =========          =========

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 12,500 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 nine months ended September 30, 2005, Raven
Moon paid $100,000 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.

On August 12, 2004, the Board of Directors granted Joseph and Bernadette
DiFrancesco, the officers of the Company, a bonus of 50,000 shares of common
restricted non-diluting stock to be delivered on September 1, 2004, and then
each year on the first day of September for the next two years as an extension
of their employment agreement. These shares were valued at $130,000 and were
charged to consulting fees for the years ended December 31, 2004.

                                       16

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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 nine months ended September 30, 2005 and 2004:

                                                      2005              2004
                                                      ----              ----
     Beginning balance                             $  546,404        $  251,697
           Accrued for administrative salary          537,477           447,897
           Accrued production fee                     662,500         1,107,500
           Payments to Officers                      (155,414)       (1,049,210)
                                                   ----------        ----------
     Ending balance                                $1,590,967        $  958,275
                                                   ==========        ==========


Note 8 -- COMMITMENTS AND CONTINGENCIES

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

                   2005                            $  734,552
                   2006                            $  881,462
                   2007                            $1,057,775
                   2008                            $1,269,306
                   2009                            $1,523,167
                   2010                            $1,827,800
                   2011                            $2,193,360
                   2012                            $2,632,032

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

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

                                       17

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 8 -- COMMITMENTS AND CONTINGENCIES (continued)

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

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

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

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

On August 12, 2004, the Board of Directors approved a new consultant
compensation plan for 450,000 registered shares of common stock for key
consultants currently under contract and new consultants that may be hired in
the future. The Company has amended the consultant compensation plan and has
issued the following common stock under the terms of this plan:

         Date                               Shares of Common Stock

         August 20, 2004                           100,000
         September 9, 2004                         100,000
         October 15, 2004                          150,000
         November 15, 2004                         165,000
         December 10, 2004                         245,000
         January 14, 2005                          475,000
         February 7, 2005                          980,000
         March 4, 2005                           1,435,000
         March 28, 2005                          1,435,000

                                       18

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 8 -- COMMITMENTS AND CONTINGENCIES (continued)

         April 11, 2005                          6,878,250
         May 31, 2005                           15,459,000
         August 11, 2005                        62,500,000
         September 16, 2005                     62,500,000
         September 23, 2005                    400,000,000
         October 28, 2005                    1,000,000,000



Note 9 -- 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. No options have been granted to employees under this
plan.

Non-statutory options are granted at prices and terms determined by the board of
directors. The following is a summary of options, granted, exercised, and
outstanding:

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



Outstanding at December 31, 2003                 10,000           $ 25.00

         Granted                                248,520           $  5.82

         Exercised                              248,520           $  5.10
                                                 ------

Outstanding at December 31, 2004                 10,000           $ 25.00

         Granted                                 25,749           $  0.24

         Exercised                               25,749           $  0.24
                                                 ------

Outstanding at September 30, 2005                10,000           $ 25.00
                                                 ======

                                       19

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 9 -- STOCK OPTION PLAN (continued)

The exercise price and the market value for common stock options granted in 2005
and 2004 is as follows:

Options granted               Exercise Price                   Fair Market Value
---------------               --------------                   -----------------

     2005
     ----

 42,915                      $   .24                              $   .44

     2004
     ----

 36,920              1/2 of previous 10 days average price         $  8.00
 62,400              1/2 of previous 10 days average price         $ 10.00
 19,470              1/2 of previous 10 days average price         $ 12.00
 40,220              1/2 of previous 10 days average price         $ 14.00
  9,515              1/2 of previous 10 days average price         $ 16.00

The weighted average fair value of options granted during 2005 and 2004 is $ .24
and $ 5.82, respectively. The weighted-average remaining life of options granted
is 7.17 and 8.17 years at September 30, 2005 and 2004, 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 2005 and 2004: Risk free interest rate of 3.0%, a dividend yield
of zero and a volatility factor of .50, respectively.


NOTE 10-- 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-tenth
of a share of common stock at a price of $10.00 per unit. The minimum purchase
is $10,000. The conversion right may be exercised at any time by the holder of
the shares, but shall occur automatically at the Company's discretion at any
time after a registration statement to register the shares of common stock
underlying both the preferred share and the warrant. Each preferred share shall
convert to $10.00 in value of common stock. The value of the common stock will
be based upon the average closing price of the Company's common stock for each
of the ten consecutive trading days prior to the date of conversion, less a 20%
discount. The preferred shares have a preference over common stock in any
liquidation of the Company. The preferred shares are not entitled to any
dividend or distribution in preference to common stock. The warrant, which will
permit the holder to purchase one-tenth of a share of common stock at $.10
expires May 31, 2005. Also, the warrants will be subject to redemption at the

                                       20

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


NOTE 10-- PRIVATE PLACEMENT OFFERING  (continued)

Company's option for $.05 per warrant provided the closing the notice. As of
October 24, 2005, the Company has sold $2,204,000 of the private placement
offerings.

Note 11 - WARRANTS

The Board of Directors approved granting each shareholder of record as of August
31, 2005, a one-warrant dividend for each share of stock owned. The warrant
exercise price will be $.02 per share and is exercisable for a one-year period
from the date of issue.

The Board of Directors approved granting each shareholder of record as of
September 30, 2005 a one-warrant dividend for each share of stock owned. The
warrant exercise price will be $.0015 per share and is exercisable for a three
month period ending December 31, 2005.

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


Outstanding At December 31, 2003                       0           $  .00

         Granted                               9,050,000           $  .10

         Exercised                                     0           $  .00
                                             -----------

Outstanding at December 31, 2004               9,050,000           $  .10

         Granted                             128,596,388           $  .01

         Expired                              11,305,000           $  .10

         Exercised                             3,306,976           $  .02
                                             -----------

Outstanding at September 30, 2005            123,034,412           $  .01
                                             ===========

The weighted average fair value of options granted during 2005 and 2004 is $.03
and $.10, respectively. The weighted-average remaining life of options granted
is .67 and .92 years at September 30, 2005 and 2004, respectively.

                                       21

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2005 and 2004
                                   (unaudited)


Note 11 -SUBSEQUENT EVENT

On October 17, 2005, the Board of Directors approved granting Joseph and
Bernadette DiFrancesco $750,000 of preferred shares and warrant for services
rendered.

The following is a schedule of common stock issued to related parties subsequent
to September 30, 2005:

Related Party                              Shares Issued
-------------                              -------------

Joseph & Bernadette DiFrancesco             396,140,095
Gina Mouery                                 386,500,000
Outside Directors                             6,994,415

Subsequent to September 30, 2005, third parties have been issued 469,461,540
shares of common stock.

                                       22

<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.

     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.

     We are well on our way to 40 episodes of "Gina D's Kids Club (R)." We have
produced 24 episodes of the half hour program. The production of "Gina D's Kids
Club" has resulted in 24 DVD titles, and a music video library of over 140
original songs, and a cast of characters which are suitable for licensing and
merchandising opportunities. Raven Moon's future revenue stream is dependant on
its nationwide syndication of "Gina D's Kids Club" and its ability to continue
to finance the production of the remaining 16 episodes of "Gina D's Kids Club".
Once the company has the program in a position where it's airing 5 days a week a
on stations which are considered a destination for kids, management believes
there are numerous opportunities in a billion dollar licensing and merchandising
market for preschool kids. We now have a fully operational e-commerce website
called WWW.GINADSKIDSCLUB.COM that has begun selling DVD's, Music CD's and plush
Cuddle Bug toys.

     In addition to "Gina D's Kids Club", Raven Moon has begun developing a "TED
TV" television series and a fully animated family feature film called "Gina D &
The Transistor Sisters' (R).

     While we have reduced our debt, we will not be able to generate significant
revenues until the television programs air on television, are accepted by the
viewers and attract licensing offers from major distributors, manufacturers and
retailers.

     The "Gina D's Kids Club" began airing on television once a week in
September 2004, on one station and has grown to 162 television stations through
the efforts of our syndicator Role Entertainment. In order to maximize our
airtime exposure to five days, we will have to produce an additional 16
half-hour episodes at an approximate cost of $3,000,000. As part of our business
plan, the completion of a total of 40 episodes could create multiple revenue
streams which includes worldwide licensing and merchandising opportunities for
the videos, CD's, and toys that have been inspired by the show if the programs
are well received by the viewers, the licensees and the retailers. Parents told
us that they wanted better programming for their children, and we are committed
to our goal of providing the very best in family values children's
entertainment.


      Results of Operations - nine months ended September 30, 2005 and 2004
      ---------------------------------------------------------------------

Revenue
-------

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

                                       23

<PAGE>


     Total revenues for the nine months ending September 30, 2005 were $7,048 as
compared to $1,684 for the nine months ending September 30, 2004. The increase
is primarily attributable to the revenues generated by sales of commercial time.

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

     Cost of goods sold for the nine months ending September 30, 2005 and
September 30, 2004 were $493 and $421, respectively.

Expenses
--------

     Expenses for the nine months ending September 30, 2005 and September 30,
2004 were $2,449,429 and $3,890,420, respectively, a decrease of $1,440,991.

     The decrease is primarily attributable to the decrease in production
expenses. 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
--------

     During the nine months ending September 30, 2005, the Company recorded a
Net Loss of $4,880,837 or $0.49 per share, as compared to a loss $7,133,660 or
$9.75 per share for the nine months ending September 30, 2004. The decrease of
is primarily attributable to the decrease in expenses.

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

     As a result of the loss made during the nine months ending September 30,
2005, no provision was made for income taxes for the period.

Assets and Liabilities
----------------------

     At September 30, 2005 the Company has $76,263 in cash, total assets of
$153,339. At September 30, 2005 Raven Moon's total liabilities totaled
$2,025,135. These circumstances raise substantial doubt about the Company's
ability to continue as a going concern. The Company's ability to continue as a
going concern is dependent upon positive cash flows from operations and ongoing
financial support. Adequate funds may not be available when needed or may not be
available on terms favorable to the Company. If the Company is unable to secure
sufficient funding, the Company may be unable to develop or enhance its products
and services, take advantage of business opportunities, respond to competitive
pressures or grow the Company's business in the manner that the Company's
management believes is possible. This could have a negative effect on the
Company's business, financial condition and results of operations. Without such
support, the Company may not be able to meet its working capital requirements
and accordingly the Company and its subsidiaries may need to reorganize and seek
protection from its creditors.

                                       24

<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.

ITEM 3. CONTROLS AND PROCEDURES

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

                                       25

<PAGE>


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


                                    Part II.

Item 1.  Legal Proceedings

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Between May 2004 and November 2005, we issued 547,500 shares of our preferred
stock and warrants to purchase additional 12,800,000 shares of common stock. The
warrants are exercisable at an exercise price of $.10 per share. Each of the
purchasers had a preexisting business relationship with the Company, was
provided access to business and financial about the Company and had such
knowledge and experience in business and financial matters that they were able
to evaluate the risks and merits of an investment in the Company. Accordingly,
the investors were sophisticated" within the meaning of federal securities laws.
Each certificate evidencing securities issued in the transaction included a
legend to the effect that the securities were not registered under the
Securities Act and could not be resold absent registration or the availability
of an applicable exemption therefrom. No general solicitation or advertising was
used in connection with the transaction. The transaction was exempt from the
registration requirements of the Securities Act by reason of Section 4(2)
thereunder as a transaction by an issuer not involving any public offering.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

On June 30, 2005, the stockholders have consented in writing to the following:
(i) 1 for 1,000 reverse split of its shares of Common Stock for holders of
record on July 15, 2005, and (ii) subsequent change in the authorized number of
the shares of its Common Stock to 100,000,000. The additional shares will be
made available to conduct a variety of corporate transactions, such as public
offerings, private placements, employee and consultant compensation plans.

On August 2, 2005, the stockholders have consented in writing to increase the
number of authorized shares of Common Stock of the Company to 5,000,000,000
shares.

On October 17, 2005, the stockholders have consented in writing to the increase
in authorized shares of Common Stock of the Company to 20,000,000,000 shares.

                                       26

<PAGE>


Item 5.   Other Information

None.

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

     (a)  Exhibits and Index of Exhibits

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

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

     (b) Reports on Form 8-K.

     No reports were filed on Form 8-K for the period ended September 30, 2005.

                                       27

<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:  November 18, 2005
   ------------------------------------
          Joseph DiFrancesco, President

                                       28