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, 2005

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

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

                        Commission file number 000-24727

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

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

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

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

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

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

Common Stock, par value $.0001                       None

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

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

     The number of shares outstanding of the Registrant's Common Stock as of May
15, 2005 was 2,165,973,914. Transitional Small Business Disclosure Format:
Yes |   | No | X |

<PAGE>


                                TABLE OF CONTENTS

Part I   FINANCIAL INFORMATION                                             Page

Item 1.    Financial Statements:

           Unaudited Balance Sheet at March 31, 2005                           2

           Unaudited Statement of Operations for the Three Months              3
           Ended March 31, 2005 and 2004

           Consolidated Statements of Changes in Deficit in
           Stockholders' Equity for the three months ended
           March 31, 2005 and 2004 (unaudited)                                 4

           Unaudited Statement of Cash Flows for the Three Months              5
           Ended March 31, 2005 and 2004

           Notes to Financial Statements                                   6 -19

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

Item 3.    Controls and Procedures, Evaluation of Disclosure Controls         22
           and Procedures


Part II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                  23

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.       23

Item 3.    Defaults Upon Senior Securities                                    23

Item 4.    Submission of Matters to a Vote of Security Holders                23

Item 5.    Other Information                                                  23

Item 6.    Exhibits                                                           24

                                       i

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                                     Part I.

Item 1.  Financial Statements



                               RAVEN MOON ENTERTAINMENT, INC.
                                 Consolidated Balance Sheet
                                       March 31, 2005
                                         (unaudited)



ASSETS

<S>                                                                             <C>
Cash and cash equivalents                                                       $     17,871
Other receivables                                                                     23,200

                                                                                $     41,071
                                                                                ============




LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Accrued salaries and wages payable to officers (Note 7)                         $    870,042
Accrued interest payable to third parties                                             31,500
Notes payable third parties (Note 5)                                                  60,000
Loans from shareholders (Note 5)                                                      62,000
Advance from Class B Members of LLC (Note 5)                                         197,500
                                                                                ------------

                 Total liabilities                                                 1,221,042


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                   45
            Common stock, $.0001 par value, authorized 20,000,000,000 shares;
                 issued and outstanding 1,099,697,089 shares                         109,970
            Additional paid-in capital                                            27,913,735
            Accumulated deficit                                                  (29,203,722)
                                                                                ------------

                 Total deficit in stockholders' equity                            (1,179,971)

                                                                                $     41,071
                                                                                ============


See accompanying notes

                                       2

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



                                                           Three months ended
                                                       --------------------------
                                                        March 31,      March 31,
                                                          2005           2004
                                                       -----------    -----------
<S>                                                    <C>            <C>
REVENUES:
          Sales of plush toys                          $        13    $        70

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

GROSS PROFIT                                                    13             70


EXPENSES:
          Consulting fees                                  271,992        533,277
          Production expense                               574,939      1,651,544
          Interest                                           1,500          1,500
          General and administrative expense               390,531        258,592
                                                       -----------    -----------

             Total expenses                              1,238,962      2,444,913
                                                       -----------    -----------

Net (loss) before proportionate share Clubhouse
       Videos, Inc.'s loss                              (1,238,949)    (2,444,843)


Proportionate share of Clubhouse Videos, Inc.'s loss          --          (29,933)
                                                       -----------    -----------
Net (loss)                                             $(1,238,949)   $(2,474,776)
                                                       ===========    ===========

Net (loss) per share from continuing operations        $  (0.00198)   $  (0.02717)
                                                       ===========    ===========

Proportionate share of Clubhouse Videos, Inc.'s loss   $      --      $  (0.00033)
                                                       ===========    ===========

Net (loss) per share                                   $  (0.00198)   $  (0.02750)
                                                       ===========    ===========


See accompanying notes

                                        3
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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, 2005 and 2004
                                                       (unaudited)



                                                                                                  Preferred Stock
                                                                                          -----------------------------
                                                                Preferred Stock                      Series B
                                                        ------------------------------    -----------------------------
                                                            Shares          Amount           Shares          Amount
                                                        -------------    -------------    -------------   -------------

<S>                                                          <C>        <C>                  <C>         <C>
Balance December 31, 2003                                     119,695    $          12             --     $        --

   Preferred stock cancelled                                 (109,561)             (11)            --              --
   Common stock options granted for expenses                     --               --               --              --
   Common stock options granted to related party                 --               --               --              --
   Shares issued for accounts payable                            --               --               --              --
   Shares issued for expenses                                    --               --               --              --
   Exercise of options                                           --               --               --              --
   Exercise of options by related party                          --               --               --              --
   Net loss for the period                                       --               --               --              --
                                                        -------------    -------------    -------------   -------------
Balance March 31, 2004                                         10,134    $           1             --     $        --
                                                        =============    =============    =============   =============

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

        Private Placement                                        --               --             15,500               2
        Private Placement to related parties                     --               --              7,500               1
        Common stock options granted for expenses                --               --               --              --
        Shares issued for expenses                               --               --               --              --
        Shares issued for expenses to related parties            --               --               --              --
        Exercise of options                                      --               --               --              --
        Net loss for the period                                  --               --               --              --
                                                        -------------    -------------    -------------   -------------
Balance March 31, 2005                                          9,734    $           1          444,500   $          45
                                                        =============    =============    =============   =============

                                                           4

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<CAPTION>


                            RAVEN MOON ENTERTAINMENT, INC.
         CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN STOCKHOLDERS' EQUITY
                  For the three months ended March 31, 2005 and 2004
                                      (unaudited)



                                                                 Common Stock
                                                        -----------------------------
                                                           Shares          Amount
                                                        -------------   -------------

<S>                                                        <C>          <C>
Balance December 31, 2003                                  62,287,523   $       6,229

   Preferred stock cancelled                                     --              --
   Common stock options granted for expenses                     --              --
   Common stock options granted to related party                 --              --
   Shares issued for accounts payable                       1,816,138             182
   Shares issued for expenses                                 250,000              25
   Exercise of options                                     30,480,603           3,048
   Exercise of options by related party                    19,224,133           1,922
   Net loss for the period                                       --              --
                                                        -------------   -------------
Balance March 31, 2004                                    114,058,397   $      11,406
                                                        =============   =============

Balance December 31, 2004                                 387,538,443   $      38,754

        Private Placement                                        --              --
        Private Placement to related parties                     --              --
        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             858
        Net loss for the period                                  --              --
                                                        -------------   -------------
Balance March 31, 2005                                  1,099,697,089   $     109,970
                                                        =============   =============

                                       4(Con't)

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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, 2005 and 2004
                                               (unaudited)



                                                        Additional
                                                          paid-in       Accumulated
                                                          capital         deficit           Total
                                                       -------------   -------------    -------------
<S>                                                     <C>             <C>              <C>
Balance December 31, 2003                               $  16,901,874   $ (17,321,354)   $    (413,239)

   Preferred stock cancelled                                       11            --               --
   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                          82,022            --             82,204
   Shares issued for expenses                                   6,475            --              6,500
   Exercise of options                                        813,612            --            816,660
   Exercise of options by related party                       456,148            --            458,070
   Net loss for the period                                       --        (2,474,776)      (2,474,776)
                                                        -------------   -------------    -------------
Balance March 31, 2004                                  $  19,705,644   $ (19,796,130)   $     (79,078)
                                                        =============   =============    =============

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                                  --        (1,238,949)      (1,238,949)
                                                        -------------   -------------    -------------
Balance March 31, 2005                                  $  27,913,735   $ (29,203,722)   $  (1,179,971)
                                                        =============   =============    =============


See accompanying notes

                                                4(Con't)

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<CAPTION>


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



                                                                                         Three months ended
                                                                                       --------------------------
                                                                                        March 31,      March 31,
                                                                                          2005           2004
                                                                                       -----------    -----------

<S>                                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                                                                    $(1,238,949)   $(2,474,776)
         Adjustments to reconcile net loss to net cash (used)
                 by operating activities:
                       (Decrease) in accounts payable to third parties                        --          (29,500)
                       Increase (decrease) in accrued wages and salaries to officers       323,638       (104,659)
                       Increase in accrued interest to third parties                         1,500          1,500
                       Common stock options granted for expenses                             9,367      1,445,503
                       Shares issued for expenses                                          700,837          6,500
                                                                                       -----------    -----------

                                      Net cash (used) by operations                       (203,607)    (1,155,432)
                                                                                       -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from sale of convertible preferred stock                                 230,000           --
         Proceeds from exercise of options                                                  10,338      1,274,730
         Notes payable  officers                                                           (37,500)          --
                                                                                       -----------    -----------

                                       Net cash provided by financing activities           202,838      1,274,730


         Net (decrease) increase in cash                                                      (770)       119,298


         Cash at beginning of period                                                        18,641         77,961
                                                                                       -----------    -----------

         Cash at end of period                                                         $    17,871    $   197,259
                                                                                       ===========    ===========


See accompanying notes

                                                        5
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<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 1 -- DESCRIPTION OF THE COMPANY

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

Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of Raven Moon Entertainment, Inc. and its wholly
owned subsidiaries JB Toys, LLC 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.

                                       6

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)



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

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

INTELLECTUAL PROPERTY -- Intellectual property is recorded at the lower of cost
or net realizable value. The Company performs an impairment test of intellectual
property quarterly. SFAS 142 requires the Company to compare the fair value of
the intellectual property to its carrying amount to determine if there is
potential impairment. If the carrying amount of the intellectual property
exceeds its fair value, an impairment loss is recognized. Fair values for
intellectual 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) INCOME 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 624,975,378 and 89,968,902 for the three months
ended March 31, 2005 and 2004, respectively.

INCOME TAXES -- The Company has incurred approximately $29,200,000 of net
operating losses which may be carried forward and used to reduce taxable income
in future years. Deferred tax assets created by the net operating losses are
offset by an equal valuation allowance.

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

                                       7

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


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

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

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

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.

                                       8

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 4 -- INVESTMENT IN CLUBHOUSE VIDEOS, INC.

At December 31, 2003, the Company had purchased a total of 36.8 units of Raven
Moon Home Video Products, LLC for $368,000. These purchases were converted into
common stock of Clubhouse Video, Inc. as a result of the spin-off of the former
wholly owned subsidiary. Following is a schedule of ownership for the three
months ended March 31, 2005 and 2004:

                                                    2005               2004
                                                    ----               ----

Percent of Ownership                                7.0%               13.5%

Proportionate share of Clubhouse                 $    -
          Videos, Inc.'s loss                                       ($199,500)

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

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

Following is summarized information about Clubhouse Videos, Inc. assets,
liabilities and results of operations as of March 31, 2005 and 2004:

                                                    2005               2004
                                                    ----               ----

         Assets                                  $ 133,000          $ 143,567

         Liabilities                             $ 984,500          $ 974,503

         Results of operations (loss)            $    -             $ (47,384)


At March 31, 2005, Clubhouse Videos, Inc. has 115,000 shares of Preferred Stock
Series A outstanding. The conversion premium for these shares is 125%.
Conversion is based upon the amount invested ($115,000) divided by the average
close price for the first 29 days of trading, then adjusted by the premium.
Conversion is automatic on the thirtieth day of trading. The effect of this
conversion cannot be determined at this time.

                                       9

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 5 -- DEBT

Debt for the company consists of the following:

Notes payable to third parties bear interest at 10% annually. These are demand
notes, and are unsecured.

Loans from shareholders are non-interest bearing, but the shareholders received
additional shares of preferred stock and common stock in 2000 and are also
entitled to gross revenue royalty fees of the gross revenue of the Company for
ten years. The royalties range from .0125% to .5% of gross revenues. No
royalties were earned in 2005 and 2004.

There are two types of Class B units:

1)   The cash investments for Class B members of LLC are non-interest bearing
     loans. The members are entitled to receive all distributions from gross
     profits of the LLC until the members have received an amount equal to their
     initial cash investment. Once the Class B members, who invested cash have
     been repaid, the Class B members are entitled to annually receive 85% of
     all gross profits of the LLC derived from the sale of products. The Company
     has received $275,000 of cash investments from Class B members and has
     repaid $77,500 as of March 31, 2005.

2)   The members who exchange services or rights to intellectual property for
     Class B units are not entitled to receive any distributions from gross
     profits of the LLC until the members who invested cash have received an
     amount equal to their initial investment. Once the Class B members, who
     invested cash have been repaid, the Class B members are entitled to receive
     85% of all gross profits of the LLC derived from the sale of product on an
     annual basis. As of March 31, 2005, the Company has exchanged 100 units to
     WEE-OOO, LTD, a related party, for a ten year extension of the option
     agreement for the rights to Gina D's, 50 units to Mike Gibilisco for the
     rights to the BoBo Blocks, 200 units to Bernadette DiFrancesco, a related
     party, for the rights to the Cuddle Bugs, 7.50 units to members of the
     Board of Directors for services provided in 2002, 2003 and 2004, and 15
     units to Joseph and Bernadette DiFrancesco for a 10 year license for Mr.
     Bicycle Man.

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

                                       10

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 6 - Common Stock

The Company has amended its Articles of Incorporation to increase the number of
authorized shares of Common Stock to 20,000,000,000 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 March 1, 2005, have consented in writing to the Amendment.
Such approval and consent are sufficient under Section 607.0704 of the Florida
Business Corporation Act and the Company's Bylaws to approve the Amendments. The
Amendment was effective on or about March 28, 2005.

Note 7 -- RELATED PARTY TRANSACTIONS

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

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

The Company has incurred aggregate consulting, production, marketing and
management fees with officers, directors and other related parties for the three
months ended March 31, 2005 and 2004:

                                      2005                       2004
                                      ----                       ----

                                   $368,464                    $897,635
                                   ========                    ========

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, $6,000 as an advance on future royalties for the three
months ended March 31, 2005 and 2004, respectively. The advance on future
royalties - related party was charged to production expense because the Company
cannot demonstrate through its experience the ultimate revenue from the video
entertainment products.

The Company agreed to pay or reimburse Ms. Mouery $752 a month for a leased car.
The Company paid approximately $2,200 for the three months ended March 31, 2005
and 2004, respectively. This reimbursement is included in the general and
administrative expenses.

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

                                       11

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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

During the three months ended March 31, 2005, Gina Mouery was not granted
options. During the three months ended March 31, 2004, Gina Mouery was granted
options for 19,224,133 shares of common stock for talent fees. The fair value of
these options at March 31, 2004, was $573,008 and was charged to production
expense because the Company cannot demonstrate through its experience the
ultimate revenue from the video entertainment products.

During the three months ended March 31, 2004, Gina Mouery exercised 19,224,113
options for $458,070.

During the three months ended March 31, 2005, Gina Mouery was granted
227,844,050 shares of common stock for talent fees. The fair value of these
shares of common stock was $200,000. During the three months ended March 31,
2004, Gina Mouery was not granted any shares of common stock. The fair value of
the common stock was charged to production expense because the Company cannot
demonstrate through its experience the ultimate revenue from the video
entertainment products.

On April 11, 2001, the Company entered into an agreement with Joseph and
Bernadette DiFrancesco in exchange for a one year exclusive option to the
program, certain cartoon characters and music publishing rights related to songs
written and used in "Gina D's Kids Club Show", ("Gina D's") which were created
by Joseph and Bernadette DiFrancesco, in exchange for 1,200,000 shares of common
stock. The Company was not able to meet its requirements under the option
agreement, and the option expired April 11, 2002.

On May 17, 2002, the Company made an addendum to the expired Option Agreement,
in exchange for $100,000 note payable to Joseph and Bernadette DiFrancesco and a
non-refundable grant of 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.

                                       12

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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

On June 1, 2004, the agreement with Joseph and Bernadette DiFrancesco for the
rights to "Gina D's" was further amended. If the Company grants a license to any
third party for "Gina D's", the Company will pay Joseph and Bernadette
DiFrancesco 50% of any revenues derived from the license.

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

On June 1, 2004, the Company, through its subsidiary JB Toys, LLC, agreed to pay
Joseph and Bernadette DiFrancesco $250,000 and 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.

                                       13

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

Joseph and Bernadette DiFrancesco were granted 7,818,273 shares of common stock
during the three months ended March 31, 2005. The fair value of these shares was
$11,688. During the three months ended March 31, 2004, Joseph and Bernadette
DiFrancesco were not granted any shares of common stock. The fair value was
charged to consulting fees because the Company cannot demonstrate through its
experience the ultimate revenue from the video entertainment products.

Joseph and Bernadette DiFrancesco were granted 320,000 shares of convertible
preferred stock during the year ended December 31, 2004. The fair value of these
shares was $3,200,000 and the fair value was charged to consulting fees because
the Company cannot demonstrate through its experience the ultimate revenue from
the video entertainment products.

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

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.

The outside Board of Directors were granted 3,699,999 and 500,000 shares of
common stock during the three months ended March 31, 2005 and 2004,
respectively. The fair value of these shares was $3,848 and $22,750 for the
three months ended March 31, 2005 and 2004, respectively. Also, the outside
Board of Directors were paid $28,750 for directors fees for the three months
ended March 31, 2005. The fair value of the common stock granted and director
fees paid were charged to consulting fees for the three months ended March 31,
2005 and 2004.

During the three months ended March 31, 2005 and 2004, loans from officers,
directors, senior management and related parties are summarized as follows:

                                                   2005                2004
                                                   ----                ----

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

                                       14

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 7 -- RELATED PARTY TRANSACTIONS (continued)

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.

On August 12, 2004, the Board of Directors granted Joseph and Bernadette
DiFrancesco, the officers of the Company, a bonus of 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 as an extension
of their employment agreement. These shares were valued at $130,000 and were
charged to consulting fees for the years ended December 31, 2004.

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, 2005 and 2004:

                                                          2005          2004
                                                          ----          ----
         Beginning balance                             $  546,404    $  251,697
                  Accrued for administrative salary       179,159       136,858
                  Accrued production fee                  187,500       187,500
                  Payments to Officers                    (43,021)     (429,017)
                                                       ----------    ----------
         Ending balance                                $  870,042    $  147,038
                                                       ==========    ==========




Note 8 -- COMMITMENTS AND CONTINGENCIES

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

                                       15

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 8 -- COMMITMENTS AND CONTINGENCIES (continued)


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

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

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

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

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

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


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

                                       16

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


Note 8 -- COMMITMENTS AND CONTINGENCIES (continued)

On August 12, 2004, the Board of Directors approved a new consultant
compensation plan for 90,000,000 registered shares of common stock for key
consultants currently under contract and new consultants that may be hired in
the future. The Company has amended the consultant compensation plan and has
issued the following common stock under the terms of this plan:

     Date                                       Shares of Common Stock

     August 20, 2004                                  20,000,000
     September 9, 2004                                20,000,000
     October 15, 2004                                 30,000,000
     November 15, 2004                                33,000,000
     December 10, 2004                                49,000,000
     January 14, 2005                                 95,000,000
     February 7, 2005                                196,000,000
     March 4, 2005                                   287,000,000
     March 28, 2005                                  287,000,000
     April 11, 2005                                1,375,649,953



Note 9 -- STOCK OPTION PLAN

The Company established a stock option plan for its executives, consultants, key
employees, directors and its affiliates. (The "2001 Stock Option Plan".) The
2001 Stock Option Plan allows for incentive stock options to be granted to
future participants at a price not less than 100% of the market value per share
on the date of the grant. No options have been granted to employees under this
plan.

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

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

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

         Granted                              49,704,736       $   .0291

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

                                       17

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)



Note 9 -- STOCK OPTION PLAN (continued)

Outstanding at December 31, 2004               2,000,000       $   .1250

         Granted                               8,583,333       $   .0012

         Exercised                             8,583,333       $   .0012
                                               ---------

Outstanding at March 31, 2005                  2,000,000       $   .1250
                                               =========

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

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

     2005
     ----

   8,583,333           $.0012                                       $  .0022

     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




The weighted average fair value of options granted during 2005 and 2004 is
$.0011 and $.0291, respectively. The weighted-average remaining life of options
granted is 7.67 and 8.67 years at March 31, 2005 and 2004, respectively.

The fair value of these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for 2005 and 2004: Risk free interest rate of 3.0%, a dividend yield
of zero and a volatility factor of .50, respectively.

                                       18

<PAGE>


                         RAVEN MOON ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                                   (unaudited)


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 -SUBSEQUENT EVENT

The following is a schedule of common stock issued to related parties subsequent
to March 31, 2005:

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

David Mouery                      68,505,209
Gina Mouery                      228,876,000

Subsequent to March 31, 2005, third parties have been issued 557,400,825 shares
of common stock.

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

                                       19

<PAGE>


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

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

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

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

     We are well on our way to 40 episodes of "Gina D's Kids Club." We have
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 22 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.

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

     The "Gina D's Kids Club" began airing on television once a week in
September 2004, through the efforts of our syndicator Role Entertainment. In
order to maximize our airtime exposure to five days, we will have to produce an
additional 22 half-hour episodes at an approximate cost of $5,500,000. As part
of our business plan, the completion of a total of 40 episodes could create
multiple revenue streams which includes worldwide licensing and merchandising
opportunities for the videos, CD's, and toys that have been inspired by the show
if the programs are well received by the viewers, the licensees and the
retailers. Parents told us that they wanted better programming for their
children, and we are committed to our goal of providing the very best in family
values children's entertainment.

                                       20

Results of Operations - three months ended March 31, 2005 and 2004

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, 2005 and March 31,
2004 were $13 and $70 respectively. The 2004 and 2003 revenues were generated by
sales of plush toys.

Cost of Goods Sold

     Cost of goods sold for the three months ending March 31, 2005 and March 31,
2004 remained unchanged at $0.00.

Expenses

     Expenses for the three months ending March 31, 2005 and March 31, 2004 were
$1,238,962 and $2,444,913, respectively, a decrease of $1,205,951.

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

Net Loss

         During the three months ending March 31, 2005, the Company recorded a
Net Loss of $1,238,949 as compared to a loss $2,474,776 for the three months
ending March 31, 2004. The decrease of $1,235,827 is primarily attributable to
the decrease in costs and expenses.

Income Taxes

         As a result of the loss made during the three months ending March 31,
2005, no provision was made for income taxes for the period.

Assets and Liabilities

     At March 31, 2005 the Company has $17,871 in cash, total assets of $41,071;
a decrease of $770 from the same period ending March 31, 2004. Raven Moon
increased its total liabilities from $933,404 at March 31, 2004 to $1,221,042 at
March 31, 2005; an increase of $287,638. 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, on March 1, 2005, the stockholders voted to amend Raven Moon's
Certificate of Incorporation to increase the authorized common shares from 400
million to 20 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.


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.

                                       21

<PAGE>


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.

                                       22

<PAGE>


                                    Part II.

Item 1.  Legal Proceedings

None.

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

Between May 2004 and April 2005, we issued 458,500 shares of our preferred stock
and warrants to purchase additional 12,800,000 shares of common stock. The
warrants are exercisable at an exercise price of $.10 per share. Each of the
purchasers had a preexisting business relationship with the Company, was
provided access to business and financial about the Company and had such
knowledge and experience in business and financial matters that they were able
to evaluate the risks and merits of an investment in the Company. Accordingly,
the investors were sophisticated" within the meaning of federal securities laws.
Each certificate evidencing securities issued in the transaction included a
legend to the effect that the securities were not registered under the
Securities Act and could not be resold absent registration or the availability
of an applicable exemption therefrom. No general solicitation or advertising was
used in connection with the transaction. The transaction was exempt from the
registration requirements of the Securities Act by reason of Section 4(2)
thereunder as a transaction by an issuer not involving any public offering.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

On March 1, 2005, the stockholders voted to amend Raven Moon's Certificate of
Incorporation to increase the authorized common shares from 400 million to 20
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.

Item 5.  Other Information

None.

                                       23

<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, 2005.

                                       24


<PAGE>


                                    SIGNATURE


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

                                            RAVEN MOON INTERNATIONAL, INC.
                                            (Registrant)


                                            By:  /s/  Joseph DiFrancesco
                                               --------------------------------
Date:  May 15, 2005                                   Joseph DiFrancesco,
                                                      President


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