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 March 31, 2006

[ ]  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.)

                         2005 Tree Fork Lane, Suite 101
                                Longwood, Florida                   32750
                     --------------------------------------        --------
                    (Address of principal executive offices)      (Zip Code)

         Issuer's telephone number, including area code: (407) 774-4462

                                ----------------

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

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

Common Stock, par value $.0001                                None

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

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

The number of shares outstanding of the Registrant's Common Stock as of May 19,
2006 was 14,291,647,833.

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

<PAGE>


                                TABLE OF CONTENTS



Part I   FINANCIAL INFORMATION                                             Page

Item 1.    Financial Statements:

           Unaudited Consolidated Balance Sheet at March 31, 2006             3

           Unaudited Consolidated Statement of Operations for the
             Three Months Ended March 31, 2006 and 2005                       4

           Unaudited Consolidated Statements of Changes in Deficit
             in Stockholders' Equity for the Three Months Ended
             March 31, 2006 and 2005                                          5

           Unaudited Consolidated Statement of Cash Flows for the
             Three Months Ended March 31, 2006 and 2005                       6

           Notes to Financial Statements                                      7

Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       20

Item 3.    Controls and Procedures, Evaluation of Disclosure Controls
             and Procedures                                                  24


Part II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                 24

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.      24

Item 3.    Defaults Upon Senior Securities                                   24

Item 4.    Submission of Matters to a Vote of Security Holders               24

Item 5.    Other Information                                                 24

Item 6.    Exhibits                                                          25


                                       2

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<CAPTION>


                                     Part I.

Item 1.  Financial Statements


                           RAVEN MOON ENTERTAINMENT, INC.
                              Consolidated Balance Sheet
                                    March 31, 2006
                                      (unaudited)



                             ASSETS

<S>                                                                     <C>
Cash and cash equivalents                                               $  1,178,387
Receivables                                                                    1,380
Inventory                                                                     75,607
                                                                        ------------

                                                                        $  1,255,374
                                                                        ============

        LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Accrued salaries and fees to officers (Note 7)                          $  2,077,708
Accrued interest payable to third parties                                     37,500
Notes payable third parties (Note 5)                                          60,000
Loans from shareholders (Note 5)                                              62,000
Advances from related parties                                                620,640
Advances from third parties                                                1,503,320
Loans from officers                                                           20,000
Advance from Class B Members of LLC (Note 5)                                 197,500
                                                                        ------------

                 Total liabilities                                         4,578,669


COMMITMENTS AND CONTINGENCIES (Note 8)


DEFICIT IN STOCKHOLDERS' EQUITY
    Preferred stock, $.0001 par value, authorized 800,000,000 shares;
         issued and outstanding 9,734 shares                                       1
    Convertible series B preferred stock, .0001 par value, authorized
         2,000,000 share, issued and outstanding 444,500 shares                   42
    Common stock, $.0001 par value, authorized 15,000,000,000 shares;
         issued and outstanding 6,886,510,775 shares                       1,285,332
    Additional paid-in capital                                            33,102,940
    Accumulated deficit                                                  (37,711,610)
                                                                        ------------

                 Total deficit in stockholders' equity                    (3,323,295)
                                                                        ------------

                                                                        $  1,255,374
                                                                        ============


See accompanying notes

                                          3

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<PAGE>


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



                                                        Three months ended
                                                    March 31,        March 31,
                                                      2006             2005
                                                   -----------      -----------
REVENUES:


     Sales of plush toys                           $      --        $        13

COST OF GOOD SOLD                                          213             --
                                                   -----------      -----------

GROSS PROFIT                                              (213)              13

EXPENSES:
     Consulting fees                                   222,365          271,992
     Production expense                              1,425,928          574,939
     General and administrative expense                489,328          390,531
     Interest                                            1,505            1,500
                                                   -----------      -----------

        Total expenses                               2,139,126        1,238,962
                                                   -----------      -----------

        Loss from operations                        (2,139,339)      (1,238,949)
                                                   -----------      -----------

OTHER INCOME                                             6,902             --

Net (loss)                                         $(2,132,437)     $(1,238,949)
                                                   ===========      ===========

Net (loss) per share                               $    .00061      $  (0.00198)
                                                   ===========      ===========


See accompanying notes

                                       4

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                                                  RAVEN MOON ENTERTAINMENT, INC.
                               CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                                         For the three months ended March 31, 2006 and 2005
                                                            (unaudited)



                                                                          Preferred Stock
                                                                  ------------------------------
                                            Preferred Stock                  Series B                      Common Stock
                                  -----------------------------   ------------------------------   -----------------------------
                                      Shares          Amount          Shares           Amount         Shares           Amount
                                  -------------   -------------   -------------   -------------    -------------   -------------
<S>                                      <C>      <C>                   <C>       <C>                <C>           <C>
Balance December 31, 2004                 9,734   $           1        421,500    $          42      387,538,443   $      38,754


   Private Placement                       --              --            15,500               2             --              --

   Private Placement to related
     parties                               --              --             7,500               1             --              --

   Common stock options granted
     for expenses                          --              --              --              --               --              --

   Shares issued for expenses              --              --              --              --        443,603,991          44,360

   Shares issued for expenses
     to related parties                    --              --              --              --        259,971,322          25,997

   Exercise of options                     --              --              --              --          8,583,333             859

   Net loss for the period                 --              --              --              --               --              --
                                  -------------   -------------   -------------   -------------    -------------   -------------
Balance March 31, 2005                    9,734   $           1         444,500   $          45    1,099,697,089   $     109,970
                                  =============   =============   =============   =============    =============   =============

Balance December 31, 2005                 9,934   $           1         490,750   $          49      112,407,557   $      11,240

   Value of discounted
     warrants granted                      --              --              --              --               --              --

   Preferred stock converted
     to common stock                       --              --              --                (7)            --           650,020

   Preferred stock converted
     to common stock by
     related party                         --              --              --              --               --            73,856

   Exercise of warrants                    --              --              --              --        631,238,600          63,124

   Exercise of warrants by
     related party                         --              --              --              --         12,322,546              20

   Shares issued for expenses
     to related parties                    --              --              --              --      2,554,392,164         255,439

   Shares issued for expenses              --              --              --              --      2,316,333,346         231,633

   Net loss for the period                 --              --              --              --               --              --
                                  -------------   -------------   -------------   -------------    -------------   -------------
Balance March 31, 2006                    9,934   $           1         490,750   $          42    5,626,694,213   $   1,285,332
                                  =============   =============   =============   =============    =============   =============

                                                                5
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<CAPTION>


                         RAVEN MOON ENTERTAINMENT, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
               For the three months ended March 31, 2006 and 2005
                                   (unaudited)
                                   (Continued)



                                    Additional
                                      paid-in       Accumulated
                                      capital         deficit          Total
                                  -------------    -------------    -------------
<S>                               <C>              <C>              <C>
Balance December 31, 2004         $  27,034,413    $ (27,964,773)   $    (891,563)


   Private Placement                    154,998             --            155,000

   Private Placement to related
     parties                             74,999             --             75,000

   Common stock options granted
     for expenses                         9,367             --              9,367

   Shares issued for expenses           412,206             --            456,566

   Shares issued for expenses
     to related parties                 218,273             --            244,270

   Exercise of options                    9,479             --             10,338

   Net loss for the period                 --               (213)            (213)
                                  -------------    -------------    -------------
Balance March 31, 2005            $  27,913,735    $ (27,964,986)   $      58,765
                                  =============    =============    =============

Balance December 31, 2005         $  33,125,526    $ (35,579,173)   $  (2,442,357)

   Value of discounted
     warrants granted                      --             44,133             --

   Preferred stock converted
     to common stock                   (650,020)            --                 (7)

   Preferred stock converted
     to common stock by
     related party                      (73,856)            --             44,133

   Exercise of warrants                  59,928             --            123,052

   Exercise of warrants by
     related party                       29,978             --             29,998

   Shares issued for expenses
     to related parties                 284,179             --            539,618

   Shares issued for expenses           283,072             --            514,706

   Net loss for the period                 --         (2,132,437)      (2,132,437)
                                  -------------    -------------    -------------
Balance March 31, 2006            $  33,102,940    $ (37,711,610)   $  (3,323,295)
                                  =============    =============    =============


See accompanying notes

                                   5 (Con't)

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<CAPTION>

                                          RAVEN MOON ENTERTAINMENT, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (unaudited)



                                                                                          Three months ended
                                                                                       --------------------------
                                                                                        March 31,      March 31,
                                                                                          2006           2005
                                                                                       -----------    -----------
<S>                                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                                                                    $(2,132,437)   $(1,238,949)
         Adjustments to reconcile net loss to net cash (used)
                 by operating activities:
                       Increase (decrease) in accrued wages and salaries to officers       358,886        323,638
                       Increase in accrued interest to third parties                         1,500          1,500
                       Common stock options granted for expenses                              --            9,367
                       Noncash expense for discounted warrants                              44,133
                       Shares issued for expenses                                        1,054,324        700,837
                                                                                       -----------    -----------

                                      Net cash (used) by operations                       (673,594)      (203,607)
                                                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from sale of convertible preferred stock                                    --          230,000
         Proceeds from exercise of options                                                    --           10,338
         Proceeds from advances made by third parties                                    1,240,010           --
         Proceeds from advances made by related parties                                    382,640           --
         Proceeds from exercise of warrants                                                153,043           --
         Notes payable  officers                                                              --          (37,500)
                                                                                       -----------    -----------

                                       Net cash provided by financing activities         1,775,693        202,838

         Net (decrease) increase in cash                                                 1,102,098           (770)

         Cash at beginning of period                                                        76,289         18,641
                                                                                       -----------    -----------
         Cash at end of period                                                         $ 1,178,387    $    17,871
                                                                                       ===========    ===========


See accompanying notes

                                                        6
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<PAGE>
                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


Note 1 -- DESCRIPTION OF THE COMPANY

Raven Moon Entertainment, Inc. and its wholly owned subsidiaries (together, the
"Company" or "Raven Moon") are primarily engaged in the production and
development of Family Values television programs 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. Inter-company transactions
and balances have been eliminated in consolidation.

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

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

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
                             March 31, 2006 and 2005
                                   (unaudited)


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.

NET LOSS PER SHARE -- Primary earnings-per-share computations are based on the
weighted average number of shares outstanding during the period. On October 19,
2004, the Board of Directors amended the Articles of Incorporation to give full
voting rights to all preferred shareholders. The weighted-average number of
shares outstanding was 3,499,459,166 and 41,665 for the three months ended March
31, 2006 and 2005, respectively.

INCOME TAXES -- The Company has incurred approximately $37.6 million of net
operating losses which may be carried forward and used to reduce taxable income
in future years. Deferred tax assets created by the net operating losses are
offset by an equal valuation allowance.

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
                             March 31, 2006 and 2005
                                   (unaudited)


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

RECLASSIFICATIONS -- Certain amounts reported in previous years have been
reclassified to conform to the 2006 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. The Company adopted a 5 to 1 forward spilt for common
stock for the stockholders of record on December 30, 2005, with an effective
date of January 30, 2006. The Company adopted a 75 to 1 reverse stock split
effective February 17, 2006 for common stock. 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
                             March 31, 2006 and 2005
                                   (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. (Clubhouse) as a result of the spin-off of
the former wholly owned subsidiary. Also, the Company has loaned Clubhouse
approximately $82,000 since 2003. The investment in Clubhouse and the loan have
been written-off as the Company's proportionate share of Clubhouse 's loss.

Clubhouse has ceased operations during 2005 and the investment is worthless.
Clubhouse had an advance from a third party, which Raven Moon has agreed to
repay. The advance of $125,000 is included on the balance sheet in advances from
third parties and was charged to production expense in the current year.

On July 27, 2005, the Company entered into an agreement with Clubhouse Videos,
Inc. in which Clubhouse Videos, Inc. transferred its inventory of "Cuddle Bugs"
to the Company in exchange for loans of approximately $82,000 made by the
Company to Clubhouse Videos, Inc.

The inventory was recorded at the lower of cost or market determined using the
first-in-first method (FIFO) and was recognized as a recovery of a loan to
Clubhouse Videos, Inc.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.

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

                                       10

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


     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 March 31, 2006.

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

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

Note 6 - COMMON STOCK

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

Note 7 -- RELATED PARTY TRANSACTIONS

The Company is affiliated through ownership of shares of the Company's common
stock by the following companies:

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

                                       11

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (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 three
months ended March 31, 2006 and 2005:

                                          2006                  2005
                                          ----                  ----

                                        $668,884              $368,464
                                        ========              ========

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, $_____ and $6,000 as an advance on future royalties for
the three months ended March 31, 2006 and 2005, 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 $2,300 and $2,200 for the three months ended
March 31, 2006 and 2005, 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
$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 three months ended March 31, 2006 and 2005, Gina Mouery was not
granted options

During the three months ended March 31, 2006 and 2005, Gina Mouery was granted
1,122,917,953 and 227,844,050 shares of common stock, respectively, for talent
fees. The fair value of these shares of common stock was $494,308 and $200,000,
respectively.

                                       12

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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

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

Joseph and Bernadette DiFrancesco were granted 117,125,496 and 7,818,273 shares
of common stock during the three months ended March 31, 2006 and 2005,
respectively. The fair value of these shares was $17,569 and $11,688,
respectively. The fair value was charged to consulting fees because the Company
cannot demonstrate through its experience the ultimate revenue from the video
entertainment products.


The 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.

                                       13

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

The outside Board of Directors were granted 37,945,731 and 3,699,999 shares of
common stock during the three months ended March 31, 2006 and 2005,
respectively. The fair value of these shares was $5,692 and $3,848 for the three
months ended March 31, 2006 and 2005, respectively. Also, the outside Board of
Directors were paid $23,700 and $28,750 for directors fees for the three months
ended March 31, 2006 and 2005, respectively. The fair value of the common stock
granted and director fees paid were charged to consulting fees for the three
months ended March 31, 2006 and 2005.

During the three months ended March 31, 2006 and 2005, loans from officers,
directors, senior management and related parties are summarized as follows:

                                                    2006              2005
                                                    ----              ----

          Balance at beginning of year            $ 20,000          $ 37,500
          Increase in loans                           -                 -
          Payments on loans                          (open)          (37,500)
                                                  --------          --------
          Balance at end of period                $ 20,000          $   -
                                                  ========          ========


On June 1, 2004, the Company and the four songwriters (two of the songwriters
are Joseph and Bernadette DiFrancesco) with 2221 Music amended their agreement.
The amendment calls for each songwriter to receive 2,500,000 shares of common
stock by September 1, 2004, and to receive $2,500 per month from September 1,
2004 through October 31, 2005. During the three months ended March 31, 2005,
Raven Moon paid $40,000 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.


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 three months ended March 31, 2006 and 2005:



                                                       2006           2005
                                                       ----           ----
     Beginning balance                              $1,718,823     $  546,404
          Accrued for administrative salary            146,385        179,159
          Accrued production fee                       212,500        187,500
          Payments to Officers                            -           (43,021)
                                                    ----------     ----------
     Ending balance                                 $2,077,708     $  870,042
                                                    ==========     ==========


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

                                       14

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


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:

                    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.

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.

                                       15

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


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 90,000 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

         January 14, 2005                                      6,333
         February 7, 2005                                     13,066
         March 4, 2005                                        19,133
         March 28, 2005                                       19,133
         April 11, 2005                                       91,710
         May 31, 2005                                        206,120
         August 11, 2005                                     833,333
         September 16, 2005                                  800,000
         September 23, 2005                                5,333,333
         October 28, 2005                                 13,333,333
         November 18, 2005                                26,666,667
         December 15, 2005                                26,666,667

         December 30, 2005                                53,333,333
         January 13, 2006                                 53,333,333
         January 27, 2006                                 53,333,333
         February 6, 2006                                 42,666,667
         February 22, 2006                                 5,333,333
         March 8, 2006                                   600,000,000
         March 20, 2006                                  800,000,000


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.

                                       16

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


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, 2004                 133            $   1875.00

         Granted                                 572            $     18.00

         Exercised                               572            $     18.00

Outstanding at March 31, 2005                    133            $   1875.00
                                                ====



Outstanding at December 31, 2005                 771            $    338.34

         Granted                                  -                       -

         Exercised                                -                       -
                                                ----            -----------

Outstanding at March 31, 2006                    771            $    338.34




The exercise price and the market value for common stock options granted during
the three months ended March 31, 2005 is as follows:

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

   8,583,333                      $.0012                     $  .0022

No common stock options were granted or exercised during the three months ended
March 31, 2006.

The weighted average fair value of options granted during 2005 is $.011. The
weighted-average remaining life of options granted is 7.67 years at March 31,
2005, respectively.

                                       17

<PAGE>


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 2006 and 2005: 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 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 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 100 common shares at $.10 per share, 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 March 31, 2005, the Company has sold an additional $115,000 in the
private placement offerings, for a total of $1,384,000.

Note 11 - WARRANTS

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

Note 12 -SUBSEQUENT EVENT

The following is a schedule of common stock issued to related parties subsequent
to March 31, 2006:

Common shares issued for conversion of preferred stock          1,000,000,000
Common stock issued to Gina and David Mouery                    4,062,500,000
Common stock issued for expenses                                2,663,608,180
Common stock issued to officers and directors                   1,204,826,818
Common stock issued for exercise of warrants                          200,000

                                       18

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (unaudited)


Subsequent to March 31, 2006, third parties have been issued 7,495,900,446
shares of common stock. [NOTE to Rick - these figures are as of 5/11/06}



On April 13, 2006 the Board of Directors approved a 40 to 1 common stock warrant
to be granted to every shareholder of record on May 19, 2006. Each shareholder
of record on that date will receive on warrant for each share of common stock
owned as of that date. The warrant allows the shareholder to purchase 40 shares
of restricted common stock for each warrant owned. The warrant is exercisable at
a 40% discount of the closing bid price on the day the warrants are exercised.
The period for exercising warrants begins May 25, 2006 and expires on July 25,
2006. Common shares purchased as a result of exercising these warrants will be
restricted for one year.



                                       19

<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.

         The primary business focus of Raven Moon Entertainment, Inc. (the
"Company" or "Raven Moon") is the development and production of children's
television programs and videos, CD music production, Internet websites focused
on the entertainment industry and music publishing and talent management.

          Raven Moon Entertainment is well on its way to 40 episodes of "Gina
D's Kids Club." To date, we have produced 24 episodes of the half hour program.
The production of "Gina D's Kids Club" has resulted in 24 DVD titles, a music
library of over 160 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 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 preschool kids. Raven Moon management has
already explored these opportunities and has met with prominent industry leaders
who have recommended the company adapt a strategy which will allow Raven Moon to
build upon the "Gina D's Kids Club" brand.

         In addition to "Gina D's Kids Club", Raven Moon has begun developing a
movie called "GINA D & THE TRANSISTOR SISTERS"(R) and has launched "GINA D'S
READING ACROSS AMERICA PROBRAMPROGRAM"(R) LIVE. The Company has already produced
a "Mr. Bicycle Man" Public Service Announcement and a trailer for the "BoBo
Blocks" television series.

         The "Gina D's Kids Club" began airing on television once a week in
September 2004, through the efforts of our syndicator Role Entertainment. In
order to maximize our airtime exposure to five days like programs such as
"Sesame Street", "Arthur" and "Barney", we decided to move the program to PBS
public television stations. Recently the Company signed an exclusive 27 month
agreement with WPBT-PBS, Miami to be our presenting station through American
Public Television (APT), so that we can get our programs on public television
stations beginning with a June 2006. launch date. In order to fulfill the
contract with public television, we will have to produce an additional 16
half-hour episodes at an approximate cost of $4,000,000. It is anticipated that

                                       20

<PAGE>


6 of those programs planned for delivery to public television stations in June
will be produced in February 2006. It is an assumption that as part of our
business plan, the completion of a total of 40 episodes and saturated visibility
on public television stations could create multiple revenue streams which
includes worldwide licensing and merchandising opportunities for DVD's, CD's,
and toys that have been inspired by the show. This of course is if the programs
are accepted for airing by the public stations, 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.

         In 2002, Raven Moon Entertainment, Inc. created a wholly owned
subsidiary called JB Toys, LLC which will control the exclusive licensing and
merchandising rights to the following product lines for a period of ten years:
The "Cuddle Bug", "The Christmas Cuddle Bug", "The Cuddle Bug Cousins", "The
Birthday Cuddle Bugs", "The BoBo Blocks", "Mr. Bicycle Man". Raven Moon will
receive 15% of gross profits received by JB Toys, LLC for ten years.

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


        Results of Operations -Three months ended March 31, 2006 and 2005
        -----------------------------------------------------------------

Revenue
-------

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

          Total revenues for the three months ending March 31, 2006 and March
31, 2005 were $0 and $13, respectively. The 2005 revenues were generated by
sales of plush toys.

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

     Cost of goods sold for the three months ending March 31, 2006 and March 31,
2005 were $213 and $0, respectively.

Expenses

     Expenses for the three months ending March 31, 2006 and March 31, 2005 were
$2,139,126 and $1,238,962, respectively, an increase of $900,164.

     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.

                                       21

<PAGE>


Net Loss
--------

          During the three months ending March 31, 2006, the Company recorded a
Net Loss of $2,132,437 as compared to a loss $1,238,949 for the three months
ending March 31, 2005. The increase in net loss of $892,488 is primarily
attributable to an increase in production costs and expenses.

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

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

Liquidity
---------

     At March 31, 2006, the Company had $1,178,387 of cash on hand, as compared
to $76,289 in cash on hand at December 31, 2005. The significant increase in
cash is due to cash received in March 2006 from a holder for the exercise of
common stock warrants. Shortly after this holder exercised their warrants, and
prior to March 31, 2006, the holder notified the Company of their intent to
rescind a portion of the transaction and seek a return by the Company of
$1,135,010 in cash. The Company agreed to refund this amount, which is included
in Advances from Third Parties in the accompanying consolidated and unaudited
balance sheet, to the holder and has done so subsequent to March 31, 2006.
Excluding this cash, the Company has total assets and liabilities of $120,364
and $3,443,657, respectively, at March 31, 2006. Since December 31, 2005, assets
have decreased $32,912 and liabilities have increased $848,024. For the three
months ended March 31, 2006 and 2005, cash used by operations was $673,594 and
$203,607, respectively.

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.

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

                                       22

<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.

During the quarter ended March 31, 2006, the Company implemented 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. The impact of implementing SFAS No. 148, which was not
material to the Company's financial position, is discussed further in the Notes
to Financial Statements.

                                       23

<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

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

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


                                    Part II.

Item 1.  Legal Proceedings

On April 7, 2006, we received a demand from John G. Pierce, as Trustee, for a
payment of $137,752.62 as a satisfaction of the principle amount plus interest
on certain promissory notes, issued by the Company. The Company disputes this
claim and intends to defend itself vigorously against it.

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

None.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

                                       24

<PAGE>


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

     (a)  Exhibits and Index of Exhibits

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

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

     (b)  Reports on Form 8-K.

     No reports were filed on Form 8-K for the period ended March 31, 2006.

                                       25


<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 ENTERTAINMENT, INC.
                                                    (Registrant)


 Date:  May 19, 2006                        By:  /s/  Joseph DiFrancesco
                                               --------------------------------
                                                      Joseph DiFrancesco
                                                      President

                                       26