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, 2004

   [ ] 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
September 30, 2004 was 263,448,275 Transitional Small Business Disclosure
Format: Yes | __ | No | X |



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                                TABLE OF CONTENTS

Part I   FINANCIAL INFORMATION                                              Page

Item 1   Financial Statements.............................................   3


Item 2   Management Discussion and Analysis of Financial Condition and
Results of Operations.....................................................   25

Item 4   Controls and Procedures .........................................   26

Part II    OTHER INFORMATION

Item 1   Legal Proceedings................................................   27

Item 6   Exhibits and Reports on Form 8-K.................................   27

SIGNATURE.................................................................   28

CERTIFICATIONS

                                       2

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                                     Part I.

Item 1.  Financial Statements



                            RAVEN MOON ENTERTAINMENT, INC.
                              Consolidated Balance Sheet
                                  September 30, 2004
                                      (unaudited)



                                        ASSETS


<S>                                                                       <C>
Cash and cash equivalents                                                 $     66,891
Other receivable                                                                23,200

                                                                          $     90,091
                                                                          ============


                    LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY


Accrued salaries and wages payable to officers                            $    757,884
Accrued interest payable to officers and related parties                        28,500
Due to Beyond the Kingdom                                                      400,000
Notes payable to third parties                                                  60,000
Loans from shareholders                                                         62,000
Advance from Class B Members of LLC                                            235,000
                                                                          ------------

                 Total liabilities                                           1,543,384


COMMITMENTS AND CONTINGENCIES (see note 8)

DEFICIT IN STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value, authorized 16,000,000 shares;
        issued and outstanding 9,734                                                 1
     Convertible series B preferred stock, $.0001 par value, authorized
        2,000,000 shares; issued and outstanding   815,000                           8
     Common stock, $.0001 par value, authorized 600,000,000 shares;
        issued and outstanding 263,448,275
     Additional paid-in capital                                             22,975,367
     Accumulated deficit                                                   (24,455,014)
                                                                          ------------

                 Total deficit in stockholders' equity                      (1,453,293)
                                                                          ------------

                                                                          $     90,091
                                                                          ============


See accompanying notes

                                           3

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                         RAVEN MOON ENTERTAINMENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     For the nine months and three months ended September 30, 2004 and 2003
                                   (unaudited)



                                                                   Nine months ended            Three months ended
                                                             --------------------------    --------------------------
                                                            September 30,  September 30,  September 30,  September 30,
                                                                2004           2003           2004           2003
                                                             -----------    -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>            <C>    <C>    <C>
REVENUES:
          Sales of plush toys                                $     1,684    $   204,275    $        75    $      --
          Sale of rights to related party to manufacture,
               market and sell video, CD, and DVD products          --          810,056           --             --
                                                             -----------    -----------    -----------    -----------
                                                                   1,684      1,014,331             75           --

COST OF GOODS SOLD                                                   421        130,376             19           --
                                                             -----------    -----------    -----------    -----------
GROSS PROFIT                                                       1,263        883,955             56           --

EXPENSES:
          Consulting fees                                      1,511,230      1,700,576        609,838      1,218,996
          Production expense                                   3,890,420        478,885      1,032,207        132,891
          Option Rights to Gina D                                840,000           --             --             --
          Interest                                                 4,500          5,188          1,500          1,584
          General and administrative expense                     858,840        671,095        265,783        289,017
                                                             -----------    -----------    -----------    -----------
          Total costs and expenses                             7,104,990      2,855,744      1,909,328      1,642,488
                                                             -----------    -----------    -----------    -----------

Net loss before proportionate share of Clubhouse
Videos, Inc. 's loss and discontinued operations              (7,103,727)    (1,971,789)    (1,909,272)    (1,642,488)

Proportionate share of Clubhouse Videos, Inc.'s loss             (29,933)          --             --             --
                                                             -----------    -----------    -----------    -----------
Net loss before discontinued operations                       (7,133,660)    (1,971,789)    (1,909,272)    (1,642,488)

Discontinued operations                                             --        1,413,952           --             --
                                                             -----------    -----------    -----------    -----------
Net loss                                                     $(7,133,660)   $  (557,837)   $(1,909,272)   $(1,642,488)
                                                             ===========    ===========    ===========    ===========

Net loss per share before proportionate share of Clubhouse
Videos, Inc. 's loss and discontinued operations             $   (0.0485)   $   (0.0662)   $   (0.0093)   $   (0.0494)
                                                             ===========    ===========    ===========    ===========

Proportionate share of Clubhouse Videos, Inc.'s loss
per share                                                    $   (0.0002)   $      --      $      --      $      --
                                                             ===========    ===========    ===========    ===========
Discontinued operations per share                            $      --      $    0.0475    $      --      $      --
                                                             ===========    ===========    ===========    ===========
Net loss per share                                           $   (0.0487)   $   (0.0187)   $   (0.0093)   $   (0.0494)
                                                             ===========    ===========    ===========    ===========


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, 2003 and 2002
                                                  (unaudited)



                                                                                        Preferred Stock
                                                                                    ---------------------------
                                                           Preferred Stock                  Series B
                                                    ----------------------------    ---------------------------
                                                       Shares          Amount         Shares         Amount
                                                    ------------    ------------    ------------   ------------
<S>                                                 <C>            <C>              <C>            <C>
Balance December 31, 2002                                120,495    $         12            --     $       --

    Common stock options granted for expenses               --              --              --             --
    Common stock options granted to related party           --              --              --             --
    Shares issued to related parties for expenses           --              --              --             --
    Shares issued for expenses                              --              --              --             --
    Exercise of options                                     --              --              --             --
    Exercise of options related party                       --              --              --             --
    Shares retired                                          --              --              --             --
    Net loss for the period                                 --              --              --             --
                                                    ------------    ------------    ------------   ------------
Balance September 30, 2003                               120,495    $         12            --     $       --
                                                    ============    ============    ============   ============

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 June 30, 2004                                      9,734    $          1         815,000   $          8
                                                    ============    ============    ============   ============

                                                         5
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                                                 RAVEN MOON ENTERTAINMENT, INC.
                               CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                                       For the nine months ended September 30, 2003 and 2002
                                                    (unaudited)(Continued)



                                                           Common Stock              Additional
                                                    ----------------------------      paid-in       Accumulated
                                                       Shares          Amount         capital         deficit         Total
                                                    ------------    ------------    ------------   ------------    ------------
<S>                                                  <C>           <C>             <C>            <C>             <C>
Balance December 31, 2002                             21,189,278    $      2,119    $ 12,115,256   $(14,417,864)   $ (2,300,477)

    Common stock options granted for expenses               --              --           538,070           --           538,070
    Common stock options granted to related party           --              --            89,888           --            89,888
    Shares issued to related parties for expenses      4,938,623             494         812,558           --           813,052
    Shares issued for expenses                         3,839,928             384         506,291           --           506,675
    Exercise of options                                8,786,847             879         556,371           --           557,250
    Exercise of options related party                  5,686,032             569         285,642           --           286,211
    Shares retired                                      (225,200)            (23)             23           --              --
    Net loss for the period                                 --              --              --        1,014,331       1,014,331
                                                    ------------    ------------    ------------   ------------    ------------
Balance September 30, 2003                            44,215,508    $      4,422    $ 14,904,099   $(13,403,533)   $  1,505,000
                                                    ============    ============    ============   ============    ============

Balance December 31, 2003                             62,287,523    $      6,229    $ 16,901,874   $(17,321,354)   $   (413,239)

    Preferred stock retired                                 --              --                11           --              --
    Private placement                                       --              --           817,992           --           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                 1,816,138             182          82,022           --            82,204
    Shares issued for expenses                        64,620,738           6,462       1,021,583           --         1,028,045
    Shares issued for expenses to related parties     85,019,140           8,502       1,439,623           --         1,448,125
    Exercise of options                               30,480,603           3,048         813,612           --           816,660
    Exercise of options by related party              19,224,133           1,922         456,148           --           458,070
    Net loss for the period                                 --              --              --       (7,133,660)     (7,133,660)
                                                    ------------    ------------    ------------   ------------    ------------
Balance June 30, 2004                                263,448,275    $     26,345    $ 22,975,367   $(24,455,014)   $ (1,453,293)
                                                    ============    ============    ============   ============    ============

                                                            5(Con't)

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                                                 RAVEN MOON ENTERTAINMENT, INC.
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           For the nine months and the three months ended September 30, 2004 and 2003
                                                           (unaudited)



                                                                           Nine months ended            Three months ended
                                                                      --------------------------    --------------------------
                                                                     September 30,  September 30,  September 30,  September 30,
                                                                         2004            2003            2004           2003
                                                                      -----------    -----------    -----------    -----------
<S>                                                                   <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                          $(7,133,660)   $  (557,837)   $(1,909,272)   $(1,642,458)
    Discontinued operations                                                  --       (1,413,952)          --             --
    Adjustments to reconcile net loss to net cash used
         by operating activities:
            Decrease in deposit on inventory                                 --           28,300           --             --
            (Increase) in options receivables                                --         (368,121)          --         (368,121)
            (Increase) in receivables from related party                     --          (46,586)          --          (42,983)
            (Increase) in production advance                                 --          (31,000)          --          (31,000)
            Amortization and depreciation                                    --            1,560           --             --
            (Increase) in advance royalty payments to related party          --          (18,000)          --           (8,000)
             Increase (decrease) in accounts payable to third party       (29,500)        39,500           --           50,000
             Increase in accrued wages and salaries to officers           506,188        349,293       (200,391)       124,417
             Increase (decrease) in accrued interest to officers
                and related parties                                         4,500          4,499          1,500          1,499
             Increase is due to Beyond the Kingdom                        400,000           --          400,000           --
             (Decrease) increase in unearned sales rights                    --         (449,777)          --           94,000
             Common stock options granted for expenses                    872,494        538,070           --          158,158
             Common stock options granted for expenses to
                relatted parties                                          573,008         89,888           --             --
             Shares issued for expenses                                 1,028,045        506,675        563,856        445,900
             Shares issued for expenses to related parties              1,448,125        813,052        777,323        758,157
                                                                      -----------    -----------    -----------    -----------

                     Net cash (used) provided by operators             (2,330,800)      (514,436)      (366,989)      (460,431)

CASH FLOW TO INVESTMENT ACTIVITIES
    Increase in investment in Club House Video, Inc.                         --         (218,000)          --             --

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments to Class B Members                                           230,000        (87,000)          --             --
    Proceeds from sale of Series B Preferred Stock                        815,000           --          375,000           --
    Proceeds from exercise of options                                   1,274,730        843,461           --          533,824
    Advance payments for exercise of options                                 --           30,000           --          (10,703)
    Notes payable - officers                                                 --          (58,477)          --          (63,384)
                                                                      -----------    -----------    -----------    -----------
                     Net cash provided (used) by financing
                       activities                                       2,319,730        727,984        375,000        459,737

    Net (decrease) increase in cash                                       (11,070)        (4,452)         8,016           (694)

    Cash at beginning of period                                            77,961         12,727         58,875          8,969

    Cash at end of period                                             $    66,891    $     8,275    $    66,891    $     8,275
                                                                      ===========    ===========    ===========    ===========

                                                               6

See accompanying notes

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (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 and Raven Animation, Inc. (the Company). JB
Toys, LLC will cease to exist on December 5, 2012. At the July 27, 2004 meeting
of the Board of Directors of Raven Animation, Inc. the Board approved
authorizing 600,000,000 shares of common stock. Inter-company transactions and
balances have been eliminated in consolidation.

In the opinion of management, the interim financial statements include all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the financial position, results of operations and cash flows in
the accompanying unaudited consolidated financial statement.

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:

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

Revenue from Clubhouse Videos, Inc., formerly Raven Moon Home Video Products,
LLC, a wholly owned subsidiary of the Company not consolidated in these
financial statements (see note 4), accounted for all the revenue from sales of
plush toys and the rights to manufacture, market and sell videos, CDs and DVDs
for the nine-month period ended September 30, 2003.

                                       7

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


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

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.

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

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

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

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


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

                                       8

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                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


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

NET (LOSS) INCOME PER SHARE -- Primary earnings-per-share computations are based
on the weighted average number of shares outstanding during the period. The
weighted average number of shares outstanding was 146,390,705 and 29,792,943 for
the nine months ended September 30, 2004 and 2003, respectively. The weighted
average number of shares outstanding was 205,000,197 and 33,236,313 for the
three months ended September 30, 2004 and 2003, respectively.

INCOME TAXES -- The Company has incurred approximately $24,500,000 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.

STOCK SPLITS -- The Company adopted a 50 to 1 reverse stock split on June 30,
2003 for common and preferred stock and the Company adopted a 2 for 1 common
stock split for shareholders of record on September 19, 2003. All applicable
share and per-share data in these consolidated financial statements have been
restated to give effect to these stock splits.

INVESTMENTS IN COMMON STOCK -- The investment in Clubhouse Videos, Inc. is more
that 20% of the outstanding common stock, and because the Company can
significantly influence the operating and financial policies of Clubhouse
Videos, Inc. the Company accounts for their investment under the equity method.

RECLASSIFICATIONS -- Certain amounts reported in previous years have been
reclassified to the 2003 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.

NEW ACCOUNTING PRONOUNCEMENTS

In October 2004, the EITF reached final consensuses on Issue 04-8 "Accounting
Issues Related to Certain Features of Contingently Convertible Debt and the
Effect on Diluted Earnings per Share" ("EITF No. 04-8"). EITF No. 04-8 requires
the dilutive effect of contingently convertible debt investments ("Co-Cos") to
be included in diluted earnings per share computations regardless of whether the
market price trigger (or other contingent feature) has been met. The scope of
EITF No. 04-8 includes all securities issued with embedded contingently
convertible features that are based on a market price contingency involving an

                                       9

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


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

entity's own stock. EITF No. 04-8 is effective for fiscal periods ending after
December 15, 2004, and prior period earnings per share amounts presented for
comparative purposes should be restated to conform to the consensus guidance.
Because the Company's Notes are not contingently convertible, this pronouncement
does not impact the Company's earnings per share calculation. Therefore, the
Company does not expect the adoption of ETIF No. 04-8 to impact the financial
condition, results of operations, or earnings per share calculation.

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.

                                       10

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 4 -- DISCONTINUED OPERATIONS

On January 14, 2003, the Company announced its intention to split into two
independent publicly traded companies by spinning off Raven Moon Home Video
Products, LLC as a dividend to shareholders. On April 25, 2003 the Company
completed the spin-off of Raven Moon Home Video Products, LLC. The spinoff was
accomplished by the Company's contribution of Raven Moon Home Video Products,
LLC to Clubhouse Video, Inc. All of the common stock was then distributed to the
Class B Members of the LLC on a basis of 152,362 per unit of the LLC and the
shareholders of the Company received one share of Clubhouse Video, Inc. for
every 100 shares of common stock held in the Company. As a result of the
spin-off, the Company's September 30, 2003, financial statements have been
prepared with Raven Moon Home Video Products, LLC results of operations and cash
flows shown as "discontinued operations". All historical financial statements
presented have been restated to conform to this presentation, with the
historical assets and liabilities of Raven Moon Home Video Products, LLC
presented on the balance sheet as "Net liabilities from discontinued
operations". Summarized financial information for discontinued operations at
September 30, 2004 and 2003 is as follows:

                                 2004               2003
                                 ----               ----

         Net income          $       -          $  1,413,952
                             ============       ============


Note 5 -- INVESTMENT IN CLUBHOUSE VIDEOS, INC.

During the nine-month period ended September 30, 2003 the Company purchased 21.8
units of the LLC for $218,000. At September 30, 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. (See Note 4) Following is
a schedule of ownership and related party ownership for the nine months ended
September 30, 2004 and 2003:

                                              2004                 2003
                                              ----                 ----

Percent of Ownership                          27.5%                27.5%

Proportionate share of Clubhouse
          Videos, Inc.'s loss                ($20,000)           ($411,000)

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

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

                                       11

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 5 -- INVESTMENT IN CLUBHOUSE VIDEOS, INC. (continued)

At September 30, 2004 the Company has available loss of $67,500 which will be
offset against future proportionate earnings of Clubhouse Videos, Inc.

Following is summarized information about Clubhouse Videos, Inc. assets,
liabilities and results of operations as of September 30, 2004 and 2003:

                                                2004                2003
                                                ----                ----

         Assets                             $   133,000          $   255,000

         Liabilities                        $   984,500          $   923,000

         Results of operations (loss)       $  (851,500)         $(1,497,652)


At September 30, 2004 Clubhouse Videos, Inc. has 115,000 shares of Preferred
Stock Series A outstanding. The conversion premium for these share 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.

On November 5, 2004 the Board of Directors of the Company authorized an offer to
purchase Clubhouse Videos, Inc. for up to $2,000,000 of common and preferred
shares. The original investors in Raven Moon Home Video Products, LLC will
receive Preferred Shares carrying the same terms of the current Private
Placement (see Note 11), and based upon the original dollar value invested into
Raven Moon Home Video Products, LLC or directly into Clubhouse Videos, Inc. The
Clubhouse shareholders that received shares through the dividend distribution
will receive one (1) share of Raven Moon common stock for every one (1) share of
Clubhouse Videos, Inc. Individuals who are owed compensation or repayment of
loans by Clubhouse shall receive Preferred Shares carrying the same terms of the
current Private Placement (see Note 11).

Note 6 -- 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.

                                       12

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 6 -- DEBT (continued)

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 2004 and 2003.

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 $40,000 as of September 30, 2004.

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 their
     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
     exchanged 100 units to WEE-OOO, LTD, a related party, for the rights to
     Gina D, 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, 7.5 units to members of the Board of Directors for services
     provided in the last three years and 15 units to Joseph and Bernadette
     DiFrancesco for a 10 year license for Mr. Bicycle Man, as of September 30,
     2004.

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

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.

                                       13

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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, 2004 and 2003:

                                   2004                          2003
                                   ----                          ----

                                 $4,294,000                   $2,687,000
                                 ==========                   ==========

The Company paid Gina Mouery, who is the hostess for the "Gina D's Kids Club
Show" and the daughter of Joey DiFrancesco, President and Chief Executive
Officer of the Company, $18,000 for the nine months ended September 30, 2004 and
2003, 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,
2004 which 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
$1,000,000 of S-8 free trading shares in ten equal installments of common Stock
@ a 50% discount from the closing bid price for the preceding ten days.

During the nine months ended September 30, 2004 and 2003 Gina Mouery was granted
options for 19,224,133 and 1,800,000 shares of common stock for talent fees,
respectively. The fair value of these options at September 30, 2004 and 2003 was
$573,008 and $94,500, respectively, and was charged to production expense
because the Company cannot demonstrate through its experience the ultimate
revenue from the video entertainment products. On September 16, 2003 the
agreement with Gina Mouery was amended, all options and warrants outstanding
were replaced with 1,125,000 shares of common stock valued at $404,000 and
included in production expense. In addition, Gina Mouery was granted 250,000
options for common stock valued at $73,600 and charged to production expense.
The options replaced by Gina Mouery were valued at $210,600, this amount reduced
the current charges to production expense.

During the nine months ended September 30, 2004 and 2003 Gina Mouery exercised
19,224,113 options for $458,070 and 1,519,365 options for shares of common stock
for $59,000, respectively.

                                       14

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

During the nine months ended September 30, 2004 Gina Mouery was granted
45,360,992 shares of common stock valued at $789,000. The $789,000 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 Ds Kids Club Show", which have been created by Joseph
and Bernadette DiFrancesco. 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 Option Agreement, in
exchange for $100,000 note payable to Joseph and Bernadette DiFrancesco and a
non-refundable grant of 800,000 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.

On March 4, 2004 the Board of Directors approved extending the agreement with
Joseph and Bernadette DiFrancesco, which expires April 11, 2004, in regards to
the rights to the Gina D's Kids Club. 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, under the
following terms:

o    Joseph and Bernadette DiFrancesco received 100 units of JB Toys,

o    Joseph and Bernadette DiFrancesco received 10,000,000 shares of common
     restricted Raven Moon Entertainment, Inc stock on April 10, 2004, and
     Joseph and Bernadette DiFrancesco shall receive a fee of $750,000 per year
     for ten years beginning in January 2004 for a production royalty 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' was amended. If the Company grants a license to any third
party for Gina D, the Company will pay Joseph and Bernadette DiFrancesco 50% of
any revenues derived from the license.

                                       15

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

On March 4, 2004 the Company, through its subsidiary JB Toys, LLC, granted to
WEE-OOO, LTD, a limited partnership owned by Joseph and Bernadette DiFrancesco,
a nonrefundable grant of 100 units of Class B memberships for the rights to
reproduce characters of Gina D for sale. (See Note 6.)

On August 13, 2003 the Company, through its subsidiary JB Toys, LLC, granted
Bernadette DiFrancesco 200 units of Class B memberships for the rights to the
"Cuddle Bugs." In addition Bernadette DiFrancesco is to receive 15% of the
revenues of JB Toys, LLC for a ten-year period.

On October 10, 2003 the Board of directors granted to WEE-OOO, LTD 400,000
shares of common stock for consulting services rendered. The shares were valued
at $31,200 and charged to consulting fees because the Company cannot demonstrate
through its experience the ultimate revenue from the video entertainment
products.

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. In addition Joseph and Bernadette
DiFrancesco are to receive 15% of the revenues of JB Toys, LLC for a ten-year
period.

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 Raven Moon Entertainment, Inc. for the rights to "The Search for the
Amazon Queen." In addition Joseph and Bernadette DiFrancesco are to receive
$100,000 per year beginning year two through year 10 plus 25% of gross revenue
derived by JB Toys for "The Search for the Amazon Queen." Finally, if JB Toys
grants a license to any third party for Mr. Bicycle Man, the Company will pay
Joseph and Bernadette DiFrancesco 50% of that any revenues derived from the
license.

On August 14, 2002 the Company entered into a Consulting and Marketing Agreement
with David Mouery, the son-in-law of Joey DiFrancesco, President and Chief
Executive Officer of the Company. The Company issued 600,000 shares of common
stock and options for 3,600,000 shares of common stock to David Mouery. The
option exercise price of the common stock is a 50% discount from the closing bid
price for the ten trading days immediately preceding the date of exercise. The
stock was valued at $195,000 and the options were valued at $369,000 and charged
to consulting expense.

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 S-8 free trading
shares in twelve equal installments of common Stock @ a 50% discount from the
closing bid price for the preceding ten days.

                                       16

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

During the nine months ended September 30, 2004 David Mouery was not granted any
options. During the nine months ended September 30, 2003 David Mouery was
granted options for 5,400,000 shares of common stock for production services.
The fair value of these options was $315,000 and was charged to production
expense because the Company cannot demonstrate through its experience the
ultimate revenue from the video entertainment products. On September 16, 2003
the agreement with David Mouery was amended, all options and warrants
outstanding were replaced with a grant of 250,000 options for common stock,
valued at $73,600 and charged to consulting expense. The options replaced by
David Mouery were valued at $255,180, this amount reduced the charges to
production expense.

During the nine months ended September 30, 2004 David Mouery did not exercise
any options. During the nine months ended September 30, 2003 David Mouery
exercised 1,833,333 options for common stock for $170,000.

During the nine months ended September 30, 2004 David Mouery was granted
4,658,148 shares of common stock valued at $73,810. The $73,810 was charged to
consulting expense because the Company cannot demonstrate through its experience
the ultimate revenue from the video entertainment products.

The officers' and directors' were granted the following common stock warrants
for a three-year term:

     Date                  Common Stock Warrants       Exercise Price per Share

  September 1, 2001               600,000                      $  .08

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              2,000,000                      $  .13

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

On September 16, 2003 the Board of directors issued $25,000 worth of common
stock for each of the last three years (150,000 shares which were eligible for
the 2 for 1 stock split) in exchange for surrendering any previously issued
options and warrants. These shares were valued at a total of $268,125 and
charged to consulting expense.

                                       17

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

During the nine-month period ended September 30, 2004 and 2003 loans from
officers, directors, senior management and related parties are summarized as
follows:

                                                     2004             2003
                                                     ----             ----

              Balance at beginning of year      $          -      $      18,000
              Increase in loans                            -               -
              Payments on loans                            -            (18,000)
                                                --------------    -------------
              Balance at end of period          $          -      $         -
                                                ==============    =============

In February of 2003 $40,000 of Class B Member Investment loan was repaid to
WEE-OOO, LTD from gross profits of JB Toys, LLC. In March an additional $51,000
of Class B Member Investment loan was paid to WEE-OOO, LTD from gross profits of
JB Toys, LLC.

On June 1, 2004 the four song writers (two of the songwriters are Joseph and
Bernadette DiFrancesco) with 2221 Music amended their agreement. The amendment
calls for each song writer 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.

At the August 12, 2004 Board of Directors meeting the Board granted Joseph and
Bernadette DiFrancesco, the officers of the Company, 10,000,000 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 and extended of their
agreement. Also, the remaining three directors were granted 6,000,000 shares of
stock for one-year of service.

Following is a schedule which 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, 2004 and 2003:

                                                    2004              2003
                                                    ----              ----
     Beginning balance                           $   251,697       $   186,383
          Accrued for administrative salary          447,897           248,832
          Accrued production fee                   1,107,500              -
          Payments to Officers                    (1,049,210)          (23,957)
                                                 -----------       -----------
     Beginning balance                           $   757,884       $   411,258
                                                 ===========       ===========


Through the spinoff of Raven Moon Home Video Products, LLC and the subsequent
reclassification of net liabilities to discontinued operations (see Note 4) the
Company retired its debt of $1,958,800 to the Raven Moon Home Video Products,
LLC Class B Members on December 31, 2002. The retirement of debt was
accomplished by exchanging shares of common stock of the Company for the

                                       18

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

Class B Members debt. (See Note 4). In addition, debt of the Company to
Clubhouse Videos, Inc. for $810,018 was retired in exchange for the rights to
manufacture, market and sell the first nine video, CD and DVD products produced
by the Company. The rights to future products purchased by the Clubhouse Videos,
Inc. from the Company will approximate $300,000 per DVD and $100,000 per CD plus
25% of the gross sales of the product.

The Board of Directors of Raven Animation, Inc. met on July 27, 2004 and granted
the officers and directors 90,000,000 shares of common stock of Raven Animation,
Inc.

Note 8 - COMMITMENTS AND CONTINGENCIES

          a) The Company has entered into an employment contract with the
          officers, Joseph and Bernadette DiFrancesco. Under the terms of the
          agreement, the Company is obligated to make the following annual
          payments through November 15, 2005:

                                2004          $612,000
                                2005          $627,000


          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.

          At the October 19, 2004 Board of Directors meeting the Board approved
          extending 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 which can be purchased
          at par value. If these share were converted to common stock and sold
          they would have a market value of $3,200,000. 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.

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

                                       19

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 8 - COMMITMENTS AND CONTINGENCIES (continued)

          c) On May 1, 2004 the Company entered into a two consulting
          agreements. These agreements required the individuals to provide
          executive assistants advice and production services to the Company for
          ten months. The individuals are to be paid $500,000 each. The payments
          will be S-8 free trading shares issued in ten equal installments of
          common Stock @ 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.

          d) At the august 12, 2004 Board of directors meeting the Board
          approved a new consultant compensation plan for 90,000,000 shares of
          S-8 common stock for key consultants currently under contract and new
          consultants that may be hired in the future.

          e) At the July 27, 2004 Board of Directors of Raven Animation, Inc.
          meeting the Board approved setting up a pool of 60,000,000 shares of
          stock will be set aside for key animators and writers. These shares
          will be issued at the discretion of the CEO.

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, cancelled
and outstanding:

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

Outstanding at December 31, 2002               4,123,891        $  .0975

         Granted                              31,882,873        $  .1210

         Cancelled                            (2,937,862)       $  .1589

         Exercised                           (31,068,905)       $  .0548
                                            ------------

                                       20

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 9 - STOCK OPTION PLAN (continued)

Outstanding at December 31, 2003             2,000,000         $    .1250

         Granted                            49,704,736         $    .0291

         Cancelled                                -            $    .0000

         Exercised                          49,704,736         $    .0255
                                            ----------

Outstanding at September 30, 2004            2,000,000         $    .1250
                                            ==========

The exercise price and the market value for common stock options granted in 2004
and 2003 is as follows:

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

     2004
     ----

   7,383,838        1/2 of previous 10 days average price          $  .04
  12,479,799        1/2 of previous 10 days average price          $  .05
  19,893,997        1/2 of previous 10 days average price          $  .06
   8,044,026        1/2 of previous 10 days average price          $  .07
   1,903,076        1/2 of previous 10 days average price          $  .08

     2003
     ----

   1,800,000        1/2 of previous 10 days average price          $  .12
   4,299,999        1/2 of previous 10 days average price          $  .10
   3,343,529        1/2 of previous 10 days average price          $  .07
   2,727,197        1/2 of previous 10 days average price          $  .09
   1,800,000        1/2 of previous 10 days average price          $  .03
   4,422,706        1/2 of previous 10 days average price          $  .28
      88,956        1/2 of previous 10 days average price          $  .26
      69,780        1/2 of previous 10 days average price          $  .19
     983,666        1/2 of previous 10 days average price          $  .16
   1,050,877        1/2 of previous 10 days average price          $  .17
   4,071,856        1/2 of previous 10 days average price          $  .14
   1,000,000        1/2 of previous 10 days average price          $  .13
   1,052,630        1/2 of previous 10 days average price          $  .08
   3,780,821        1/2 of previous 10 days average price          $  .06
   1,328,957        1/2 of previous 10 days average price          $  .04

                                       21

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 9 - STOCK OPTION PLAN (continued)

The weighted average fair value of options granted during 2004 and 2003 is
$.0291 and $.1210, respectively. The weighted average remaining life of options
granted is 8.17 and 9.17 years at September 30, 2004 and 2003, 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 2004 and 2003: Risk free interest rate of 3.0%, a dividend yield
of zero and a volatility factor of .50, respectively.

On September 16, 2003 the Board of Directors approved the voluntary option
incentive program to compensate employees, officers, directors and outside
consultants for services they provide to the Company. The Company has allocated
the following shares of common stock to this plan, and registered these shares
in an S-8 filings. The exercise price of the options is 50% of the 10 day moving
average closing bid price.

September 17, 2003                  10,000,000 Shares of common stock
November 28, 2003                   10,000,000 Shares of common stock
January 6, 2004                     10,000,000 Shares of common stock
January 16, 2004                    10,000,000 Shares of common stock
February 5, 2004                    10,000,000 Shares of common stock
February 26, 2004                   10,000,000 Shares of common stock
April 22, 2004                      20,000,000 Shares of common stock

On March 4, 2004 the Board of Directors authorized the issuance of 80,000,000
shares of common stock to the "Option Compensation Program" to compensate
consultants to the Company. These shares shall have a fixed exercise discount
rate of 50% of the average ten day closing bid price.

NOTE 10 - COMMON STOCK WARRANTS

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

Outstanding at December 31, 2002              590,442               $1.2600

         Warrants expired                    (590,442)              $1.1550
                                            ---------

Outstanding at June 30, 2004
And December 31, 2003, respectively              -                  $    -
                                            =========

The weighted-average remaining life of warrants granted was 1.00 year at
September 30, 2003.

                                       22

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


NOTE 10 - COMMON STOCK WARRANTS (continued)

The fair value of these warrants was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for 2004 and 2003: Risk free interest rate of 3.0%, a dividend yield
of zero and a volatility factor of .50, respectively.

NOTE 11 - PRIVATE PLACEMENT OFFERRING

The Company has plans to raise $5,000,000 in a private placement offering. The
private placement offering will expire January 30, 2005. The proceeds of the
private placement will be for working capital purposes. The Company is offering
units that consist of one share convertible Series B Preferred Stock and a
warrant to purchase one hundred shares of common stock at a price of $10.00 per
unit. The minimum purchase is $10,000. The conversion right may be exercised at
any time by the holder of the shares, but shall occur automatically at the
Company's discretion at any time after a registration statement to register the
shares of common stock underlying both the preferred share and the warrant. Each
preferred share shall convert to $10.00 in value of common stock. The value of
the common stock will be based upon the average closing price of the Company's
common stock for each of the ten consecutive trading days prior to the dated 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 will permit the holder to purchase 100 shares at $.10 per share. The
warrant expires 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. Subsequent to September 30, 2004 the Company has sold
160,000 in the private placement offerings, for a total of $975,000.

Note 12 - SUBSEQUENT EVENTS

At the October 19, 2004 Board of Directors meeting the Board approved the
following:

a)   Amending the Articles of Incorporation to give full voting rights to all
     preferred shareholders.

b)   To allow Dr. Janice Battenberg, a member of the Board of Directors, to
     purchase $20,000 of restricted preferred stock at par value. 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 voting rights
     equivalent to .005% of the common shares issued and outstanding.

c)   Future shares of non-diluting preferred stock can be purchased by Board
     members at par value as compensation and may be convertible to common
     shares at a 20% discount to market based upon the previous 10 day average
     and will carry voting rights provided the shares are owned by Board
     members.

                                       23

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2004 and 2003
                                   (unaudited)


Note 12 - SUBSEQUENT EVENTS (continued)

d)   Any current director serving on the Board shall retroactively have his or
     her shares be non-dilutable as of May 1, 2003 and that after establishing
     the percentage of ownership at that time, additional preferred shares may
     be purchased at par value to have that director maintain their ownership
     percentage.

At the Board of Directors meeting on November 5, 2004 the Board approved and
instructed that appropriate filings be made to allow the Company to buy back a
portion of its shares of common stock in exchange for Convertible Preferred
Class C shares. The buy back program shall not exceed $1,000,000 and will be
offered to all shareholders.

The following is a schedule of stock issued to related parties after September
30, 2004:

      Date                Related Party                         Shares
      ----                -------------                         ------

October 14, 2004           WEE-OOO, LTD.                       33,174,000
October 18, 2004           Gina Mouery                          6,000,000
October 25, 2004           Gina Mouery                          5,000,000
November 8, 2004           Gina Mouery                          4,490,900

On November 19, 2004, $400,000 of private placement units were refunded to
Beyond the Kingdom and all preferred stock certificates and common stock
warrants were returned to the Company.

                                       24

<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.

Overview

    Raven Moon Entertainment is well on its way to 39 episodes of "Gina D's Kids
Club". By December 31, the company will have paid for, and produced 18 episodes
of the half hour program. The production of "Gina D's Kids Club" has resulted in
18 DVD titles, a music library of over 100 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 21 episodes of "Gina D's Kids Club". Once the company has the
program in a position where it's airing 5 days a week on a station which is
considered a destination for kids, management believes there are numerous
opportunities in a billion dollar licensing and merchandising market for pre
school 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 "Mr.
Bicycle Man" television series and feature film with former Disney animators.
The company has already produced a "Mr. Bicycle Man" Pubic Service Announcement,
a trailer for the "BoBo Blocks" television series, and a trailer of the "Amazon
Challenge - Search For The Amazon Queen" television series.

     Raven Moon has also established certain relationships with distributors
which have already generated orders from Christian bookstores throughout the
country and most major online retailers including Wal-Mart, Target, Books A
Million, Borders, Toys R Us, Babies R US, and Amazon. The company has reduced
its debt, however, the company 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.

As of December 31, the company will have completed a total of 18 episodes of the
"Gina D's Kids Club" series which has already begun airing on television once a
week since 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" the company will have to
produce an additional 21 half-hour episodes at an approximate cost of
$4,200,000. As part of our business plan, the completion of a total of 39
episodes so the programs can air five days a week 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

Revenues - The Company's consolidated revenues for the nine months ended
September 30, 2004 (2004 Quarters) decreased to $1,684 from $ 204,275 for the
nine months ended September 30, 2003 (2003 Quarters). The decrease in revenue is
due to lower revenues from sale of toys and intellectual property.

Expenses - Increased to $7,104,990 for the 2004 Quarters as compared to
$2,855,744 for the 2003 Quarters. This increase is primary due to increase in
production costs.

Net Loss - Increased to $7,133,660 or $0.0485 per share for the 2004 Quarters as
compared to a net loss of $557,837 or 0.0662 per share during the 2003
Quarters. The net loss can be attributable to the decrease in sales and
increased expenses.

                                       25

<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.

(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.

                                       26

<PAGE>


                                    Part II.

Item 1.  Legal Proceedings


Item 2.  Changes in securities

None.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

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,
2004.

                                       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 12, 2004
          Joseph DiFrancesco, President

                                       28