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

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

          For the quarterly period ended: September 30, 2007

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

           For the transition period from ______to _________

                Commission File Number: 000-24727

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

           Florida                           59-3485779
(State or other Jurisdiction               (IRS Employer
of Incorporation or Organization)       Identification Number)


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

                           (407) 774-4462
           (Issuer's Telephone Number, including Area Code)

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   Yes [X]   No [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [ X]

The number of shares of Common Stock outstanding as of
October 31, 2007 was approximately 18,672,896,243.

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




                        TABLE OF CONTENTS

Part I	FINANCIAL INFORMATION

Item 1.  Financial Statements.

Unaudited Consolidated Balance Sheet at September 30, 2007

Unaudited Consolidated Statement of Operations for the
   Three and Nine Months Ended September 30, 2007 and 2006

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

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

Notes to Financial Statements

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

Item 3.  Controls and Procedures

Item 3A(T) Controls and Procedures

Part II	  OTHER INFORMATION

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

Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements



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

                                 ASSETS

Current assets:
    Cash and cash equivalents                                  $    23,073
    Inventory                                                       69,687
    Other                                                           58,321
                                                               -----------
       Total assets                                            $   151,081
                                                               ===========

                    LIABILITIES & STOCKHOLDERS' EQUITY

    Accounts payable                                           $         8
    Accrued salaries and fees to officers                        2,918,922
    Loans from shareholders                                        350,000
    Advances from related parties                                1,225,640
    Advances from Class B members of LLC                           197,500
    Loans from officers                                             55,000
    Note payable from third parties                                 50,663
                                                               -----------
      Total liabilities                                          4,797,733

Commitments and Contingencies                                           -

Stockholders' equity:
    Preferred stock, $0.0001 par value; 800,000,000 shares
     authorized; 9,934 shares issued and outstanding                     1
    Convertible series B preferred stock, .0001 par value;
     2,000,000 shares authorized, 585,730 shares
     issued and outstanding                                             58
    Common stock, $0.0001 par value; 30,000,000,000 shares
     authorized; 5,221,091 shares issued and outstanding        12,235,836
    Additional paid in capital                                  38,506,975
    Accumulated deficit                                        (55,389,522)
                                                               -----------
      Total stockholders' equity                                (4,646,652)
                                                               -----------
      Total liabilities and stockholders' equity               $   151,081
                                                               ===========
See accompanying notes.


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

                            Three Months Ended        Nine Months Ended
                           Sept. 30,   Sept. 30,    Sept. 30,   Sept. 30,
                              2007        2006         2007        2006
                           --------    --------      -------     -------
Revenue:
  Service income        $   204,000  $   201,000   $   700,000 $   263,500
  Sales of plush toys         3,190        1,299         9,388       2,855
                        -----------  -----------   -----------  ----------
  Total Revenue             207,190      202,299       709,388     266,355
Cost of Sales                 1,595          875         4,693       1,341
                        -----------  -----------   ----------- -----------
  Gross profit              205,595      201,424       704,695     265,014

Expenses:
  Consulting fees         2,557,214      393,214     6,962,539     882,421
  Production costs          838,043    1,035,468     3,014,505   4,003,527
  Interest                       -         1,500            -        4,505
  General & admin.          394,842    1,202,597     1,224,807   2,902,405
                        -----------  -----------   ----------- -----------
  Total operating
    expenses              3,790,099    2,632,779    11,201,851   7,792,858
                        -----------  ------------  ----------- -----------
oss from operations      (3,584,504)  (2,431,355)  (10,497,156) (7,527,844)
                        -----------  -----------   ----------- -----------
Other income:
  Bad debt recovery              -            -             -      62,500
  Interest                       -            -             -         785
  Processing and other          145        2,854         1,088     16,817
  Royalties                   5,178           -          5,178         -
  Debt forgiveness        3,026,800           -      3,026,800         -
                        -----------  -----------   -----------  ----------
   Net loss             $(  552,381) $(2,428,501)  $(7,464,090)$(7,447,742)
                        ===========  ===========   =========== ===========

 Basic and diluted
  income (loss) per
   share:
  Income (loss) from
   operations          $     (0.10) $(2,428,501)  $    (5.17) $(7,447,742)
                       ------------ -----------   -----------   ----------
         Net loss      $     (0.10) $(2,428,501)  $    (5.17) $(7,447,742)
                       ============ ===========   =========== ===========

See accompanying notes.



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

                                  Three Months Ended     Nine Months Ended
                                 Sept. 30,   Sept. 30,  Sept. 30,   Sept. 30,
                                   2007      2006         2007        2006
                                 --------  --------     --------    --------
Cash flows from operating
 activities:
  Net (loss)               $(  552,381) $(2,428,501) $(7,464,090) $(7,447,742)
  Adjustments to reconcile
  net loss) to net cash
  (used) generated in
  operating activities:
    Non-cash expense for
     discounted warrants             -       628,091         3,035   1,272,468
    Debt forgiveness from
      third party            (3,026,800)          -     (3,026,800)         -
 (Increase) decrease in
   assets and liabilities
   Inventory                      1,595          953         4,694       1,226
   Receivables from third
     parties                         -            -          3,377         880
   Accrued wages & salaries
     to officers                347,583       57,273     1,060,516     783,731
   Accrued interest to
     officers and related
     parties                         -         1,500           -         4,500
   Advances from related
    parties                          -            -        (20,000)         -
   Shares issued for
    expenses to third
    parties                     228,573       67,445     2,274,166   2,791,786
   Shares issued for
    expenses to related
    parties                   2,865,805           -      7,127,317          -
   Other assets and
    liabilities                  18,375       29,268        77,103     (33,233)
                             -----------  -----------  ----------- -----------
   Net cash provided by
   (used in) operating
   activities                (  117,250)  (1,643,971)       39,318  (2,626,384)
                             -----------  -----------  ----------- ------------

Cash flows from investing
 activities:
  Purchases of equipment             -            -            -            -
                             -----------  -----------  ----------- ------------
  Net cash used in
     investing activities            -            -            -            -
                             -----------  -----------  ----------- ------------

Cash flows from financing
 activities:
  Proceeds from advances made
     by third parties                 -            -            -        75,009
  Proceeds from advances made
     by related parties               -            -            -       382,640
  Proceeds from exercise of
   warrants                       30,000    1,698,483       80,000    2,274,110
  Proceeds from loans from
   officers                       55,000           -       140,000           -
  Note payable repayment         (18,569)          -      (273,569)      (3,250)
  Proceeds from preferred
    conversion                        -         2,853           -             6
                              -----------  -----------  ----------- -----------
  Net cash provided by (used
   in) financing activities       66,431    1,701,336     ( 53,569)   2,728,515
                              -----------  -----------  ----------- -----------
Net increase (decrease) in
  cash                           (50,819)      57,365     ( 14,251)     102,131

Cash beginning of period          73,892      121,055       37,324       76,289
                              ------------  -----------  ----------- ----------

Cash end of period            $   23,073   $  178,420   $   23,073  $   178,420
                              ===========  ===========  =========== ===========
See accompanying notes.



                 RAVEN MOON ENTERTAINMENT, INC.
  CONSOLIDATED STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY (Unaudited)
               For the Three Months Ended Sept. 30, 2007


                                       Series B
                   Preferred Stock  Preferred Stock     Common Stock
                   Shares  Amount   Shares  Amount    Shares       Amount
                   ------- ------  -------- -------  --------    ---------
Balances at
  June 30, 2007     9,934    $1     580,250   $58        1,471 $10,147,988

Preferred stock
  converted by
  third party          -      -          -      -       61,130      24,452

Preferred stock
  converted by
  related party        -      -          -     -       337,500     135,000

Shares issued for
  expenses to
  third parties        -      -          -      -      124,688      49,875

Shares issued for
  expenses to
  related parties      -      -          -      -      815,758     326,303

Warrants exercised
  By related parties   -      -          -      -           75          30

Replacement shares     -      -          -      -    3,880,471   1,552,188

Net loss               -      -          -      -           -           -
                    -----    --     -------   ---  ----------- -----------

Balances at
  Sept.30, 2007     9,934    $1     580,250   $58    5,221,091 $12,235,836
                    =====    ==     =======   ===  =========== ===========


                       Additional                   Total
                         Paid-In    Accumulated  Stockholders
                         Capital      Deficit       Equity
                       ----------- ------------  ------------
Balances at
  June 30, 2007       $37,470,445 $(54,837,141) $(7,218,649)

Preferred stock
  converted by
  third party             (24,452)          -            -

Preferred stock
  converted by
  related party          (135,000)          -            -

Shares issued for
  expenses to
  third parties            178,698           -       228,573

Shares issued for
  expenses to
  related parties        2,539,502           -     2,865,805

Warrants exercised
  By related parties        29,970           -        30,000

Replacement shares      (1,552,188)          -            -

Net loss                        -      (552,381)    (552,381)
                       ----------- ------------  ------------

Balances at
  Sept.30, 2007        $38,506,975 $(55,389,522) $(4,646,652)
                       =========== ============= ============

See accompanying notes.



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

Note 1 - DESCRIPTION OF THE COMPANY

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

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

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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

NET LOSS PER SHARE - Primary earnings per share computations are
based on the weighted average number of shares outstanding during
the period.  On October 19, 2004, the Board of Directors amended
the Articles of Incorporation to give full voting rights to all
preferred shareholders.  The weighted average number of shares
outstanding was 5,220,345 and zero (0) on a split-adjusted basis
for the nine-months ended September 30, 2007 and 2006, respectively.

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

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

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

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

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

Note 3 - BUSINESS AND OPERATIONS

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

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

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

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

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

Note 4 - INVESTMENT IN CLUBHOUSE VIDEOS, INC.

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

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

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

Note 5 - DEBT

Debt for the Company consists of the following:

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

	b.  Loans from shareholders are non-interest bearing, but
            the shareholders received additional shares of preferred
            stock and common stock in 2000 and are also entitled to
            gross revenue royalty fees of the gross revenue of the
            Company for ten years.  The royalties range from .0125%
            to .5% of gross revenues.  No royalties were earned in 2006
            and 2005.

There are two types of Class B units:

	1.  The cash investments for Class B members of LLC are
            non interest bearing loans.  The members are entitled to
            receive all distributions from gross profits of the LLC
            until the members have received an amount equal to their
            initial cash investment.  Once the Class B members, who
            invested cash have been repaid, the Class B members are
            entitled to annually receive 85% of all gross profits of
            the LLC derived from the sale of products.  The Company
            has received $275,000 of cash investments from Class B
            members and has repaid $77,500 as of September 30, 2007.

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

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

Note 6 - COMMON STOCK

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

Note 7 - RELATED PARTY TRANSACTIONS

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

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

            Nine Months       Nine Months
               Ended             Ended
           September 30,     September 30,
               2007               2006
           -------------     -------------
            $8,511,152         $3,595,316

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, $18,000 as an
advance on future royalties for each of the nine month periods ended
September 30, 2007 and 2006.  The advance on future royalties to
related party was charged to production expense because the Company
cannot demonstrate through its experience the ultimate revenue from
the video entertainment products.

The Company agreed to pay or reimburse Ms. Mouery $752 a month for
a leased car.  The Company paid approximately $6,780 for each of the
nine-month periods ended September 30, 2007 and 2006.  This
reimbursement is included in the general and administrative expenses.

During the nine months ended September 30, 2007 and 2006, Gina
Mouery was granted 563,715 and zero shares (on a split-adjusted basis)
of common stock, respectively, for talent fees.  The fair value of
these shares of common stock was $2,456,639 and $2,154,241,
respectively.

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

During the nine months ended September 30, 2007, David Mouery was
granted 32,253 of shares (on a split-adjusted basis) of common stock
for legal services.  The fair value of these common stock shares
was $330,836.

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 528,363 and
zero shares (on a split adjusted basis) of common stock during
the nine month periods ended September 30, 2007 and 2006,
respectively.  The fair value of these shares was $3,339,838 and
$355,429, respectively.  The fair value was charged to consulting
fees because the Company cannot demonstrate through its experience
the ultimate revenue from the video entertainment products.

The outside Board of Directors were granted 194,539 and zero
(on a split adjusted basis) of common stock during the nine
month periods ended September 30, 2007 and 2006, respectively.
The fair value of these shares was $1,052,017 and $154,115 for
the nine month periods ended September 30, 2007 and 2006,
respectively.  The fair value of the common stock granted and
director fees paid were charged to consulting fees for the nine
months ended September 30, 2007 and 2006, respectively.

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

                                 2007          2006
                                ------        ------
Balance at beginning of year  $ 20,000       $ 20,000
Increase in loans               65,000             -
Payments on loans               30,000             -
                              --------       --------
Balance at end of period      $ 55,000       $ 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 nine
month period ended September 30, 2006, the Company paid
$60,200 in fees to 2221 Music.  The payments were charged to
general and administrative expenses because the Company
cannot demonstrate through its experience the ultimate
revenue from the video entertainment products.

Following is a schedule that summarizes the activity in accruals
and payments related to Joseph and Bernadette DiFrancesco, the
officers of the Company, for the nine month periods ended
September 30, 2007 and 2006, respectively:
				    2007	    2006
				-------------	------------
Beginning balance		$ 1,858,406	$ 1,718,823
Accrued for administrative
  salary	                    793,332         484,809
Accrued production fee		    562,500	    705,175
Payments to Officers               (295,316)       (350,593)
				------------	------------
Ending balance			$ 2,918,922	$ 2,558,214
				============	============

Note 8 -- COMMITMENTS AND CONTINGENCIES

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

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

2.  During February 2007, the Company entered into a twelve month
contract for advertising services and issued 2,500,000,000 shares of
common stock to fulfill its obligation in whole.  The fair value of the
stock was $162,500 at date of issuance and $98,854 was expensed during
the nine months ended September 30, 2007.  The total cost of that
contract will be amortized on a straight line basis over the term of the
agreement.  The contract is subject to various conditions and relates
to restricted shares of stock.

3.  On March 7, 2007 the Company amended its Production Financing
agreement with MG Studios.  This amendment called for MG Studios to
be provided $2,720,000 in financing for the production of 13 one half
hour episodes of "Gina D's Kids Club," $2,400,000 for the production
of twelve (12) new episodes of "Sing Along With Gina D." and $1,200,000
for other production costs.  The total amended financing is for
$6,320,000.  The term of the agreement is for five (5) years and/or
can be extended by mutual consent.  The amount due to MG Studios
at July 31, 2007 was $3,046,800.

On August 1, 2007, the Company entered into an agreement with
Gina D., Inc. ("GDI") regarding the assumption of the Company's debt
to MG Studios.  GDI will assume, without recourse, the debt owed to
MG Studios by Raven Moon Entertainment.  In consideration of this debt
assumption, Raven Moon will pay GDI a ten percent (10%) royalty payment
of all future gross revenues derived from Raven Moon's exploitation of
Gina D's programs, music and products.  This agreement is valid for ten
years, and shall expire on July 31, 2017.

4.  On August 2, 2007 the Company amended its Services Agreement with
Gina D. Inc.  This amendment calls for the Company to receive
$1,080,000 in service revenue annually for the years 2007 and 2008.

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

NOTE 9-- PRIVATE PLACEMENT OFFERING

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

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

Note 10 - WARRANTS

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

On August 17, 2006 the Board of Directors approved a 10-for-1
common stock warrant to be granted to every shareholder of record
on September 1, 2006.  Each shareholder of record on that date
received one warrant for each share of common stock owned as of
that date.  The warrant allowed the shareholder to purchase 10
shares of restricted common stock for each warrant owned.  The
warrant was exercisable at a 50% discount of the closing bid price
on the day the warrants were exercised.  The period for exercising
warrants began September 15, 2006 and was originally scheduled to
expire on October 31, 2006.  The expiration date was extended to
December 1, 2006.  Common shares purchased as a result of exercising
these warrants will be restricted for one year and will be exempt
from any reverse split that may occur in the twelve (12) months
following the date on the new restricted share certificates.  The
Company recognized $3,035 of expense in the period ended
March 31, 2007 for the value of the discounted purchase price.
None of these expenses were incurred by related parties.

Note 11 -SUBSEQUENT EVENT

Reverse Stock Split - On August 16, 2007 the Board of Directors
approved a one for 4,000 reverse stock split with an effective
date of October 9, 2007.

Stock issuance - The following is a schedule of common stock issued
after September 30, 2007:
Issued for expenses to related parties          102,874,029
Issued for expenses to third parties            124,535,419

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

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

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

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

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

The Company recently announced that it is producing "Gina D's Preschool
Musical", an eight hour television mini series and DVD box collection
for preschool children on the heel's of Disney's "High School Musical"
for high school kids.  Right behind the mini series, the Company is
writing and will produce "Gina D's Preschool Musical: The Movie,"
a combination live action and animated theatrical feature film for
preschoolers.

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

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

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

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

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

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

Results of Operations for the Nine months ended Sept. 30, 2007 and 2006
------------------------------------------------------ -----------------

Revenue
-------

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

Total revenues for the nine months ended September 30, 2007 and 2006 were
$700,000 and $263,500, respectively, an increase of $436,500.  The
Company has begun to generate revenue from the sale of client services,
which amounted to $204,000 during the quarter ended September 30, 2007.
The Company is also experiencing increased sales of toys and musical
products, the result of its production efforts over the last several years.

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

Cost of goods sold for the nine months ended September 30, 2007 and 2006
were $4,693 and $1,341, respectively.

Expenses
--------

Total operating expenses for the nine months ended September 30, 2007 and
2006 were $11,201,851 and $7,792,858, respectively, a significant increase
of $3,408,993.  The Company expects that operating expenses will decrease
as production has been completed on most projects.  Accordingly,
significantly fewer shares of common stock should be issued for services
during the upcoming quarters.  The Company anticipates issuing fewer shares
in 2008 than 2007 unless it begins other production activities.

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

Net Loss
---------

For the nine months ended September 30, 2007, the Company recorded a net
loss of $7,464,090 as compared to a net loss of $7,447,742 for the nine
months ended September 30, 2006.

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

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

Liquidity
---------

At September 30, 2007, the Company had $23,073 of cash on hand, as
compared to $37,324 in cash on hand at December 31, 2006.

The Company has total assets and liabilities of $151,081 and $4,797,733,
respectively, at September 30, 2007.  Since December 31, 2006, assets
have increased $35,999 and liabilities have decreased $2,140,614,
respectively.

For the nine months ended September 30, 2007 cash generated by
operations was $39,318.  For the nine months ended September 30, 2006
cash used by operations was $2,626,384.

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

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

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

ITEM 3. Controls and Procedures

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

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

Item 3A(T) Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Part II --OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders

On August 16, 2007 the holders of majority of the outstanding common
stock of the Company, approved a 4000 to 1 reverse stock split of the
Company's Common Stock to be effective October 9, 2007.  The stock
split did not change the number of authorized shares of common stock
of the Company.

Item 5.  Other Information
None.

Item 6.  Exhibits

(a)  Exhibits and Index of Exhibits
31.  Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302
       of the Sarbanes Oxley Act of 2002.
32.  Section 1350 Certification pursuant to Section 906 of the Sarbanes
       Oxley Act of 2002.

(b)  Reports on Form 8-K.
     No reports were filed on Form 8-K for the period ended
      September 30, 2007.


                          SIGNATURE

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

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

Date:  November 19, 2007	By: /s/ Joseph DiFrancesco
				---------------------------
				Joseph DiFrancesco, President


							EXHIBIT 31

                     CERTIFICATION PURSUANT TO RULE 13a
                        14(a)/15D-14(a) and SECTION
                       302 OF THE SARBANES OXLEY ACT

I, Joey DiFrancesco, President and Chief Executive Officer (principal
executive officer) and principal financial officer of Raven Moon
Entertainment, Inc. (the "Registrant"), certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of the
     Registrant;

2.  Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading
     with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:
	a) designed such disclosure controls and procedures to ensure
            that material information relating to the registrant, including
            its consolidated subsidiaries, is made known to us by others
            within those entities, particularly during the period in which
            this quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to
            the filing date of this quarterly report
            (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based
            on our evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed,
      based on our most recent evaluation, to the registrant's auditors
      and the audit committee of registrant's board of directors (or
      persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of
            internal controls which could adversely affect the
            registrant's ability to record, process, summarize and
            report financial data and have identified for the
            registrant's auditors any material weaknesses in internal
            controls; and
	b) any fraud, whether or not material, that involves management
            or other employees who have a significant role in the
            registrant's internal controls.

Dated: November 19, 2007	/s/ Joseph DiFrancesco
				-----------------------
				Joey DiFrancesco, President,
				Chief Executive Officer and
				Principal Financial Officer