RVEN Reven Housing REIT Inc

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

Form 10-KSB

(Mark One)

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

_____For the fiscal year ended: December 31, 2007

Commission File Number: 000-24727

Raven Moon Entertainment, Inc.
(Name of small business issuer in its charter)

 Florida 59-3485779
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

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

Issuer's telephone number: (407) 304-4764

Securities registered under Section 12(b) of the Exchange Act:
None. N/A
(Title of Class) (Name of exchange on Which Registered)

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

Common Stock, $0.0001 Par Value

Check whether the Issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. [ ]

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in the form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X]

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 aggregate market value of the voting Common Stock held by non- affiliates of the registrant as of March 31, 2008 was approximately $1,938,659 based on the $0.0001 per share closing price of the Common Stock on the Over The Counter Bulletin Board composite transactions tape. The number of shares of Common Stock outstanding as of that date was approximately 19,386,585,664.

TABLE OF CONTENTS

 Part I
Item 1 Description of Business
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders

 Part II
Item 5 Market for Company's Common Equity and Related Stockholder
 Matters
Item 6 Management Discussion and Analysis
Item 7 Financial Statements
 Independent Auditors Consent
 Balance Sheets
 Statement of Operations
 Statement of Cash Flows
 Statement of Deficit In Stockholders' Equity
 Notes to Financial Statements

Item 8 Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure

 Part III
Item 9 Directors, Executive Officers, Promoters, and Control Persons;
 Compliance with Section 16(a) of the Exchange Act
Item 10 Executive Compensation
Item 11 Security Ownership of Certain Beneficial Owners and Management
Item 12 Certain Relations and Related Transactions
Item 13 Exhibits and Reports on Form 8-K
Item 14 Principal Accountant Fees and Services

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-KSB are "forward looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements include, but are not limited to, the factors set forth herein under the headings "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

PART I

Item 1. Description of Business.

General

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 has completed 44 television episodes and 44 DVD titles of the "Gina D Kids Club" all of which are 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.

It was an assumption that as part of the Company's business plan, the completion of a total of 44 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 stated that they wanted better programming for their children, and the Company remains committed to the goal of providing the very best in family values children's entertainment.

In 2002, the Company created a wholly owned subsidiary called JB Toys, LLC which controls 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 continues to 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.

The "Gina D's Kids Club" began airing on television once a week in September 2004, through the efforts of syndicator Role Entertainment. In order to maximize the Company's 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 has signed a 27 month agreement with WPBT-PBS, Miami to be the presenting station through American Public Television ("APT"), so that the programs could be broadcast on public television stations beginning in June 2006. As part of that agreement, the Company had to produce an additional 16 half-hour episodes at an approximate cost of $4,000,000.

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.

Raven Moon's GINA D programs and public service announcements (PSA's) have increased its TV coverage 800% since the 1st quarter of 2007 with eight (8) cable networks, PBS stations and 135 U.S. and international markets, representing carriage in over 95% of the world. The programs and PSA's can be seen on the:
AMG-TV Network,
The World Harvest Television Network (WHT), The Trinity Broadcasting Network (TBN), The Smile of a Child Network,
The Inspirational iLifetv Television Network, The Victory Television Network (VTN),
The Christian Television Network (CTN), Public Broadcasting Stations (PBS),
ABC, CBS, NBC,
DirecTV stations throughout the U.S.,
Israel on METV, and
The Far East on FETV.

"GINA D'S KIDS CLUB" program segments have also been featured on the E-Entertainment Network's "The Soup" and on ABC's Jimmy Kimmel Show. Program segments and PSA's have also been featured on WNED-PBS's THINK BRIGHT Network covering, all PBS stations in New York State, WPBT-PBS's worldwide uVu network, www.youtube.com and www.godtube.com. For stations and times go to www.ginadskidsclub.com.

In addition to "Gina D's Kids Club", Raven Moon's licensee Gina D's Kids Club, Inc. has begun developing a movie called "Gina D & The Transistor Sisters In Search of the Golden Record." The Company has already produced a "Mr. Bicycle Man" and a "Let's Get Fit" Public Service Announcement.

On March 8, 2008 the Company announced that due to its tremendous television broadcast growth over the past year, it had licensed its television and DVD library and all related properties to GINA D's KIDS CLUB, INC. In exchange for the license, the Company will receive a significant 20% gross royalty of any revenues received by GINA D'S KIDS CLUB, INC. in perpetuity with a $10 million guarantee to be paid in the first three years of the agreement. If the $10 million minimum payment is not made within the three year timeframe, all rights under the license will revert back to the Company.

On March 11, 2008 the Company announced that that GINA D'S KIDS CLUB, INC. had signed a worldwide distribution deal with Sullivan Entertainment in Toronto, Canada. Sullivan Entertainment is best known for their classic hits including: "Anne of Green Gables", "Mozart's Magic Flute" and "Road to Avonlea." Sullivan Entertainment has been in business over thirty years and has worked with an impressive array of talented actors including: Academy Award Winner Diane Wiest, Golden Globe Winner Faye Dunaway, Emmy Award Winners Christopher Lloyd, Colleen Dewhurst and Peter Coyote.

During March 2008, GINA D's KIDS CLUB, Inc. had finished the production phase of a new 90-minute feature length made for television movie and DVD called "Gina D'S Pre-School Musical The Movie" which is narrated by Casey Kasem and was produced on the heels of Disney's highly successful High School Musical.

On April 2, 2008 the Company announced that it in an effort to restructure the Company without undergoing a reverse split, it has reduced the total number of common outstanding by approximately nine (9) billion shares, or approximately 53% of the outstanding shares on that date. The nine (9) billion shares were purchased in 2006 by the Company's founders by exercising warrants at a cost of $200,000 and will be retired to the treasury without any remuneration to the founders. In addition the Company also announced that accrued compensation of $3 million will also be forgiven by the founders. The accrued compensation is for services performed prior to January 1, 2008.

On April 3, 2008 the Company announced that its licensee MADE IN AMERICA ENTERTAINMENT, LLC (dba YOUNG AMERICA MUSIC USA.COM) had signed "Radio Icon" Casey Kasem to record a new spoken word music CD. The recording called "Young America narrated by Casey Kasem and featuring Gina D" was written and produced by executive producers Joey and Bernadette DiFrancesco with additional lyrics by Lorre Crimi and Frank Akrey and is part of a twelve (12) song collection. The music from this 12 song CD collection will be sold beginning April 14, 2008 on www.YoungAmericaMusicUSA.com.

Casey Kasem is best known for his "American Top 40" countdown radio programs which have spanned the generations from the 1970's and beyond with rerun programs currently airing on XM Satellite Radio. Mr. Kasem, an actor and voice talent, was also the "voice of NBC", the voice of "Shaggy" in the "Scooby-Doo" television series and movie, many voices on Sesame Street, and voices on "The Transformers" cartoon series and other movies and television appearances throughout his illustrious career.

Competitive Business Conditions

The main competition in our industry comes from the major studios, such as Disney and Universal Studios that produce a large percentage of children's programming plus producers of such shows as "Barney," "Sesame Street," and the "Muppets." The next level of competition is from other independent production companies. To be competitive, we must produce high quality creative productions and must develop the reputation and contacts to meet with the principal players in this industry. As we obtain more distributors, we expect that they will provide the support necessary to enable us to compete in this marketplace.

Beginning 2008, the Company intends to follow the changing industry trend set by iTUNES that topped WAL-MART, BEST BUY and TARGET in music sales as reported in the Los Angeles Times on April 4, 2008. The new sales operation will set-up downloads with iTUNES, RHAPSODY, MY SPACE, AMAZON MP3 and other companies to create revenues from music, DVD's and movie downloads from the Company's asset library of 350 songs, 44 award winning DVD's and feature movies with no production, manufacturing, or warehousing expenses.

Creative Talent

We have been able to obtain the talent necessary to develop and produce this programming, including actors, set designers and builders, television production crews, scriptwriters, and musicians, from sub-contractors available in the metropolitan Orlando, Florida area, many of whom presently develop and produce materials and productions for Disney and Universal Studios.

Joey and Bernadette DiFrancesco, the Company's principal creative talent, have spent a substantial time developing these properties and products during the last three fiscal years. They are in charge of the production of the product on an ongoing basis.

"GINA D'S KIDS CLUB" programs and DVD's have won a:
2005 Telly Award,
2005 Kids First! Award,
Communicator Award, and
Crystal Award for Excellence in Creativity, Special Effects and Animation.

The show has also been approved by Kids First!, the Coalition for Quality Children's Media and in 2007 the entire series of television DVD's have been awarded the DOVE FOUNDATION FAMILY SEAL OF APPROVAL.

Finally, the "SAFETY, HEALTH AND FITNESS" television DVD has just been awarded the 2007 Greatest Products Award from iParenting Media (which is Disney owned).

Intellectual Property

We have determined to focus our primary efforts on audio and video production for television and Family Values Videos and more specifically on the present development of the "Gina D's Kids Club" children's videos. On April 11, 2001, we acquired from Joseph and Bernadette DiFrancesco a one (1) year option for the rights to the program "Gina D's Kids Club," the cartoon characters "TV Ted", "Baby and the Transistor Sisters" and other characters from the show including: "Simon," "Fishy," "Kitty," "Hammy," "Miss Muffin," and the music publishing rights to songs written by Mr. and Mrs. DiFrancesco, in exchange for one (1) split-adjusted share of our common stock at par value.

Because the Company failed to have produced the required number of programs and videos by April 1, 2002, the Option was extended for an additional year in exchange for one (1) split-adjusted share of common stock to J&B DiFrancesco. On March 4, 2004 and March 5, 2004, the Company's Board of Directors renegotiated a new ten-year agreement with Joey & Bernadette DiFrancesco, the copyright and trademark owners, to be effective beginning January 1, 2004 and ending December 31, 2014. In the agreement, the Company must pay J&B DiFrancesco, in addition to their salaries as officers of the company, a creative license fee of $750,000 plus 10% of gross revenues each year for ten years. The Company shall own these rights provided that the Company does not file for bankruptcy or is taken over by an unfriendly party.

Marketing and Distribution

During November 2007 the Company announced that its "Sing Along With Gina D" music CD had been accepted by media giant ITUNES for distribution and a three (3) year agreement signed. Under the Agreement, ITUNES may promote, market and distribute the Company's music and any music video for three (3) years, subject to typical terms and conditions. ITUNES, owned by Apple Computer, is considered by many as the premier music distribution medium and has distributed over 2.5 billion songs making it the most popular online music store. The Company believes this association could result in substantial revenues over a period of time as sales are generated through ITUNES.

On March 11, 2008 the Company announced that that its licensee GINA D'S KIDS CLUB, INC. who recently obtained all of the worldwide licensing rights to market, promote and sell the GINA D'S KIDS CLUB, television asset library of 44 half-hour episodes, had signed a worldwide distribution deal with Sullivan Entertainment in Toronto, Canada.

Customers

The Company is not dependant on a few major customers because every television station in the country is involved in filling its production day and is constantly seeking quality program material to enable it to meet that demand.

Personnel

We currently have two full-time employees and no part-time employees. We have no plan to hire any additional employees in the immediate future. We expect to meet our additional personnel needs through the hiring of independent contractors. The Company relies heavily on the use of outside consulting services. The source of independent contractors is readily available in Central Florida from many different sources including the talent pool of professionals who have worked with companies such as Disney/MGM, Universal Studios and Nickelodeon.

Government Regulation

There is no need for any governmental approval of products or services of this type. The Federal Communications Commission Rules of Broadcast mandate that broadcasters must broadcast educational programs for children or lose their broadcast license. The programs that Raven Moon Entertainment, Inc. produces are educationally sound, original with fresh characters, have new music along with interesting and appealing promotional tie-in concepts for children and their parents and will thus comply fully with those Rules of Broadcast. Accordingly, the Company believes that any governmental regulation on the business will have a positive effect on the Company's business activities.

Company History

Ybor City Shuttle Service, Inc. was formed on January 7, 1998, pursuant to the Articles of Incorporation filed with the Office of Secretary of State of the State of Florida on January 8, 1998. On December 31, 1998, Articles of Merger for the merger of Ybor City Shuttle Service, Inc., Raven Moon Entertainment, Inc. and International Resorts and Entertainment Group, Inc. were filed with the State of Florida merging those three corporations. The name of the surviving entity, Ybor City Shuttle Services, Inc., was changed to Raven Moon International, Inc. as a part of the merger. The original business of Ybor City Shuttle Service, Inc. was intended to be the operation of a shuttle bus service initially operating in Tampa, Florida, and intended to be expanded throughout the Tampa Bay area and ultimately to other cities. Management of the Company has subsequently determined not to pursue that line of business. During 1998 the company was involved in the vacation resort business formerly operated by International Resorts and Entertainment Group, Inc. On June 1, 1998, that business was sold to North American Resorts, Inc. because this company determined it to be unprofitable.

Our principal executive offices are located at 2005 Tree Fork Lane, Suite 101 Longwood, Florida 32750. Our telephone number at that address is (407) 304-4764.

Risk Factors

A purchase of our common stock is speculative and involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included or incorporated by reference in this report before making an investment decision. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition or operating results could be harmed. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

For the year ended December 31, 2007, our gross revenues increased to $1,035,424 from $6,637 in the 2006 year resulting in a net loss of $7,504,905 for the 2007 operating year as compared with a net loss of $12,346,259 for the 2006 operating year.

Our future success depends, to a great extent, on our ability to successfully market our products to television syndications and TV stations. We currently have limited sales and marketing capabilities. We cannot assure you that any marketing and sales efforts undertaken by us will be successful or will result in any significant sales.

All our markets are intensely competitive and numerous companies offer products that compete with our products. We anticipate that this competition will continue to increase. Many of our competitors have substantially greater capital resources, sales and marketing resources and experience. We cannot assure you that we will be able to effectively compete with our competitors in effecting our business expansion plans.

Our future success depends, in large part, on the continuing efforts of our president, Joey DiFrancesco, our principal creative officer, who also developed our strategic plan and who is responsible for executing that plan. The loss of Mr. DiFrancesco would adversely affect our business. At this time we do not have any "key man" insurance on Mr. DiFrancesco. If we lose the services of Mr. DiFrancesco, our business, operations and financial condition would be materially adversely affected.

The trading price of our common stock has been volatile and will continue to be subject to:
a. volatility in the trading markets generally;
b. significant fluctuations in our quarterly operating results; and
c. announcements regarding our business or the business of our competitors.

Statements or changes in opinions, ratings or earnings estimates made by brokerage firms or industry analysts relating to the markets in which we operate or expect to operate could also have an adverse effect on the market price of our common stock. In addition, the stock market as a whole has from time to time experienced extreme price and volume fluctuations which have particularly affected the market price for the securities of many small cap companies and which often have been unrelated to the operating performance of these companies.

The Securities and Exchange Commission (SEC) has adopted regulations which generally define a "penny stock" to be any non-Nasdaq equity security that has a market price (as therein defined) of less than $5.00 per share or with an exercise price of less than $5.00 per share. Our securities are subject to the existing rules on penny stocks and, accordingly, the market liquidity for our securities could be severely adversely affected. For any transaction involving a penny stock, unless exempt, the rules require substantial additional disclosure obligations and sales practice obligations on broker-dealers where the sale is to persons other than established customers and accredited investors (generally, those persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker dealer must make a special suitability determination for the purchase of the common stock and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and accordingly the market for our common stock.

The Commission generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, as well as the shares of companies that are considered blind pools or blank check companies, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on one of the trading systems (not including the OTC Bulletin Board) of The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the Commission. If the Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. In addition, several states restrict or prohibit trading in penny stocks and shares of blank check and blind pool companies.

Item 2. Description of Properties

We presently lease office and warehouse space located at 2005 Tree Fork Lane, Longwood, Florida, for a monthly rental of $2,000. The lease is on a month-to-month basis. We believe these facilities will be adequate for our purposes because our primary business is conducted in rented professional recording studios and facilities of subcontractors used in the television, motion picture, and recording business.

Item 3. Legal Proceedings.

On April 7, 2006, we received a demand from John G. Pierce, as Trustee, for a payment of $137,752.62 as a satisfaction of the principle amount plus interest on certain promissory notes, issued by the Company. The Company has settled this dispute and recorded a $90,000 settlement liability at December 31, 2006 that was satisfied in part by the issuance of the Company's common stock during 2007. At December 31, 2007 the remaining liability was $6,148.

During August 2007, the Company entered into a securities agreement with an investor holding two (2) billion shares of the Company's common stock. The agreement provides for minimum payments to be realized by the investor either through the sale of stock or as stock repurchases by the Company. At this date, the agreement is in default and the parties are renegotiating its terms. However, there can be no assurance that the renegotiation will be successful and if not successful, litigation against the Company is likely. The Company has elected to record as a liability the $465,000 balance of the agreement due to the investor at December 31, 2007.

Item 4. Submission Of Matters To A 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 were made available to conduct a variety of corporate transactions, such as public offerings, private placements, employee and consultant compensation plans.

On July 1, 2005, the stockholders voted to amend Raven Moon's Certificate of Incorporation to increasing the authorized number of the shares of Common Stock to 100 million after affecting a 1 for 1,000 share reverse stock split.

As a result of the 1 for 1000 reverse split, the existing total authorized shares did not cover the contractual obligations of the Company. Therefore, on August 8, 2005, the stockholders voted to amend Raven Moon's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company to 5 billion shares.

On October 25, 2005, the stockholders voted to amend Raven Moon's Certificate of Incorporation, increasing the number of authorized shares of Common Stock of the Company to 20 billion shares. The Company needed the additional shares of Common Stock to accommodate the conversions of outstanding preferred shares and the exercise of warrants.

On May 5, 2006, the stockholders voted to amend Raven Moon's Certificate of Incorporation, increasing the number of authorized shares of Common Stock of the Company to 30 billion shares. Once again, the Company needed the additional shares of Common Stock to accommodate the conversions of outstanding preferred shares and the exercise of warrants.

PART II

Item 5. Market For Registrant's Common Equity And Related Stockholder Matters

Our common stock began trading on the NASDAQ over-the-counter bulletin board under the symbol "RMOO" on December 1, 2000. The symbol was changed to "RVMO" in 2005, to "RMNE" and "RMEI" during 2006 and to "RVME" and "RVEN" in 2007.

Historical Market Price Data for Common Stock of Raven Moon Entertainment, Inc.

The following table sets forth the range of high and low bid prices for the common stock for the period beginning January 1, 2006 and ending December 31, 2007, as reported by NASDAQ. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 Common Stock High ($) Low ($)
 ------------- -------- -------
1st Quarter 2006 $0.0008 $0.0001
2nd Quarter 2006 $0.0003 $0.0001
3rd Quarter 2006 $0.0004 $0.0001
4th Quarter 2006 $0.0007 $0.0001

1st Quarter 2007 $0.3500 $0.0001
2nd Quarter 2007 $0.0003 $0.0001
3rd Quarter 2007 $0.0700 $0.0001
4th Quarter 2007 $0.0500 $0.0001

Number of Shareholders and Total Outstanding Shares

As of December 31, 2007, approximately 2,662,000 shares of our common stock were outstanding and, as far as we can determine, were held by approximately 449 holders of record.

Dividends

We have not paid any cash dividends since our inception and do not anticipate paying cash dividends in the foreseeable future. We did pay a dividend of one share of restricted common stock for each outstanding share of common stock on September 1, 2003.

Our common stock is traded in the over-the-counter market, and the shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that term is used in Rule 3a51-1 of the Exchange Act.

As of December 31, 2007, the Company had 579,730 shares of preferred stock outstanding. Holders of Preferred Stock are entitled to one vote for each share of Common Stock into which the number of shares of Preferred Stock held of record would be convertible on the record date. Holders of Preferred Stock are entitled to vote on all matters submitted to a vote of stockholders and may not cumulate their votes for the election of directors. The shares of Preferred Stock are not entitled to any dividend or distribution in preference to the Common Stock.

Preferred Stock may be converted at any time by the holder of the shares of Preferred Stock, but conversion shall occur automatically at the discretion of the Company at any time after a registration statement to register the shares of the Common Stock underlying both the shares of Preferred Stock has been declared effective by the United States Securities and Exchange Commission. Each share of Preferred Stock shall be entitled to convert into $10.00 in value of the Company's Common Stock. The value of the Common Stock for this purpose shall be determined based on the average of the closing trade price for the Company's common stock for each of the ten (10) consecutive trading days immediately prior to the date the holder or Company, as the case may be, gives notice of conversion of the shares of Preferred Stock, less a discount of twenty percent (20%).

All shares of Preferred Stock issued and outstanding are fully paid and nonassessable, with no personal liability attaching to the ownership thereof.

Item 6. Management's Discussion and Analysis of Financial Condition and Results Operations

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

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

Results of Operations - ended December 31, 2007 and 2006

Revenues are generated from the sale of rights, licenses, and toys inspired by the children entertainment productions of Raven Moon Entertainment as well as branding and marketing activities performed on behalf of the Company's clients.

Total revenues for the period ending December 31, 2007 and December 31, 2006 were $1,035,424 and $6,637, respectively. The significant increase was due to the Company being able to generate service revenue from its branding and marketing activities from related parties. These activities amounted to $1,020,850 for the year ended December 31, 2007.

The sales of plush toys increase 156% to $14,574 for the year ended December 31, 2007 as compared to $5,675 for the year ended December 31, 2006. The Company anticipates that this sales increase will continue as the market for the Company's products continue to mature.

Cost of goods sold increased to $7,286 in 2007 from $3,538 in 2006 and consists primarily of the prior cost of manufacturing the "Cuddle Bug" toys from JB Toys, a wholly owned subsidiary of Raven Moon Entertainment as well as the current costs of manufacturing CD's and DVD's. Cost of goods sold for the Company has been consistent at approximately 50% of sales.

Expenses for the period ended December 31, 2007 and December 31, 2006 were $11,065,777 and $12,478,640, respectively.

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.

Production costs have decreased 41% over the two year period as the animation projects have been completed. As is consistent with prior years, the significant portion of production activities were financed through the issuance of S8 stock, which has allowed the Company to conserve its limited cash resources for other operating activities.

The Company is currently developing more animation features and expects production activities to increase significantly over the 2008 and 2009 years.

During the period ended December 31, 2007, the Company recorded a net loss of $7,504,905 as compared to a loss $12,346,259 for period ending December 31, 2006, a decrease of 40%. The decrease is primarily attributable to the decrease in production activities as animation projects have been completed.

As a result of the loss made during the period ended December 31, 2007 no provision was made for income taxes for the period.

At December 31, 2007 the Company had $17,462 in cash and total assets of $102,020; both decreases from cash of $37,324 and total assets of $115,082 at December 31, 2006. However, the Company decreased its total liabilities to $4,377,428 at December 31, 2007 from $6,938,347 at December 31, 2006, a reduction of $2,560,919 or 37%.

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.

Item 7. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Raven Moon Entertainment, Inc.:

We have audited the accompanying consolidated balance sheets of Raven Moon Entertainment, Inc. and subsidiaries (Raven Moon) as of December 31, 2007 and 2006, and the related consolidated statements of operations, deficit in stockholders' equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Raven Moon's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the financial position of Raven Moon as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management plans in regard to these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RICHARD L. BROWN & COMPANY, P.A.
-------------------------------------
 RICHARD L. BROWN & COMPANY, P.A.

 Tampa, Florida
 April 16, 2008

Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

RAVEN MOON ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2007 and 2006

ASSETS

 2007 2006
 ------ ------
Current assets:
 Cash and cash equivalents $ 17,462 $ 37,324
 Accounts receivable 545 -
 Other receivables 16,919 3,377
 Inventory 67,094 74,381
 ---------- -----------
 Total assets $ 102,020 $ 115,082
 =========== ============

LIABILITIES & DEFICIT IN STOCKHOLDERS' EQUITY

 Accrued salaries to officers (Note 5) $ 358,406 $ 358,406
 Accrued rights to officers (Note 5) 2,250,000 1,500,000
 Notes payable third parties 6,148 90,000
 Loans from shareholders (Note 5) 360,000 500,000
 Advances from related parties 740,373 1,225,641
 Advances from third parties 197,501 3,046,800
 Loans from officers - 20,000
 Advances from Class B members - 197,500
 Settlement due shareholder 465,000 -
 ---------- ------------
 Total liabilities 4,377,428 6,938,347

Commitments and Contingencies (Note 6) - -

Stockholders' equity:
 Preferred stock, $0.0001 par value; 800,000,000
 shares authorized; 9,934 shares issued and
 outstanding 1 1
 Convertible series B preferred stock, .0001 par
 value; 2,000,000 shares authorized, 579,730
 shares issued and outstanding 57 63
 Common stock, $0.0001 par value; 30,000,000,000
 shares authorized; 2,661,549 shares issued
 and outstanding 14,353,156 7,196,567
 Additional paid in capital 36,801,715 33,905,536
 Accumulated deficit (55,430,337) (47,925,432)
 ----------- ------------
 Total deficit in stockholders' equity ( 4,275,408) ( 6,823,265)
 ----------- ------------
 Total liabilities and deficit in
 stockholders' equity $ 102,020 $ 115,082
 ============ ============

See notes to Consolidated Financial Statements.

RAVEN MOON ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2007 and 2006

 2007 2006
 ------ ------
 Revenue:
 Branding & marketing $ 1,020,850 $ -
 from related parties
 Sales of plush toys 14,574 5,675
 Sales of commercial time - 962
 ------------ -----------
 Total Revenue 1,035,424 6,637
 Cost of Sales 7,286 3,538
 ------------ -----------
 Gross profit 1,028,138 3,099

 Expenses:
 Consulting fees 4,429,952 1,399,612
 Production costs 4,820,179 8,185,849
 Interest - 2,927
 General & administrative 1,815,646 2,890,252
 ------------ -----------
 Total operating expenses 11,065,777 12,478,640
 ------------ -----------
 Net operating loss (10,037,639) (12,475,541)
 ------------ ----------

 Other Income (expenses)
 Debt forgiveness 3,026,800 127,250
 Interest - 785
 Other 5,934 1,247
 Legal settlement (500,000) -
 ------------ ----------
 Net loss $( 7,504,905) $(12,346,259)
 ============ ============

Basic and diluted loss per share:
 Loss from operations $(12.95) $(0.01)
 ------- -------
 Net loss $(12.95) $(0.01)
 ======== =======

See notes to Consolidated Financial Statements.

RAVEN MOON ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2007 and 2006

 2007 2006
 -------- --------
Cash flows from operating activities:
 Net (loss) $( 7,504,905) $(12,346,259)
 Adjustments to reconcile net (loss)
 to net cash (used) generated in
 operating activities:
 Non-cash expense for discounted
 warrants expense-third party 3,035 904,504
 Non-cash expense for discounted
 warrants expense to related party - 412,343
 Legal settlement 465,000 -
 Debt forgiveness from third party (3,046,800) -
 (Increase) decrease in assets
 and liabilities
 Accounts receivable (545) 880
 Other receivables (13,542) (2,877)
 Inventory 7,287 1,226
 Interest payable - (36,000)
 Accrued license rights to officers 750,000 139,583
 Common stock issued to related parties
 for expenses 7,249,192 2,453,489
 Common stock issued to senior consultants
 for expenses 2,554,769 1,614,491
 ----------- -----------
 Net cash provided by (used) in
 operating activities 463,491 (6,858,620)
 ----------- -----------

Cash flows from financing activities:
 Proceeds from sale of convertible
 preferred stock - 174,155
 Proceeds from sale of convertible
 preferred stock to related party - 230,855
 Proceeds from exercise of options - -
 Proceeds from exercise of options
 by related parties - -
 Proceeds from exercise of warrants 45,000 1,126,439
 Proceeds from exercise of warrants
 by related parties 180,000 296,583
 Proceeds from advances from third parties - 2,783,490
 Repayment of advances from related parties (485,268) 987,641
 Proceeds of notes payable to third parties - 30,000
 Repayment of notes payable to officers
 and affiliated companies (139,232) 438,000
 Repayment of notes payable to third party (83,853) 752,492
 ----------- ----------
 Net cash provided by (used in)
 financing activities (483,353) 6,819,655
 ----------- -----------
Net increase (decrease) in cash (19,862) (38,965)
Cash beginning of period 37,324 76,289
 ------------ -----------

Cash end of period $ 17,462 $ 37,324
 ============ ===========

See notes to Consolidated Financial Statements.

RAVEN MOON ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY
Years Ended December 31, 2007 and 2006

 Series B
 Preferred Stock Preferred Stock Common Stock
 Shares Amount Shares Amount Shares Amount
 ------------- ------ ------- -------- ---------
Balances at
December 31, 2005 9,934 $1 490,750 $49 - $ 11,240

Private placement - - 12,500 6 - -

Private placement
purchased by
related party - - 82,000 8 - -

Preferred stock
 converted - - - - - 846,327

Preferred stock
 converted by
 related party - - - - - 289,856

Warrant exercise - - - - - 1,098,118

Warrant exercise
 by related party - - - - - 900,812

Shares issued for
 expenses - - - - - 1,073,591

Shares issued for
 expenses to
 related parties - - - - - 1,581,740

Debt conversion - - - - - 2,500

Cancelled shares - - - - - (375,000)

Exempt issuance - - - - - 1,767,383

Warrant expense - - - - - -

Warrant exercise
 by related party - - - - - -

Net loss - - - - - -
 ----- -- ------- -- -------------- ----------
Balances at
 Dec. 31, 2006 9,934 1 585,250 63 - 7,196,567

Preferred stock
 converted - - (520) - 75,870 94,061

Preferred stock
 converted by
 related party - - (5,000) (5) 186,340 524,037

Warrant exercise - - - - 22,556 24,116

Warrant exercise
 by related party - - - - 125 180

Shares issued for
 expenses - - - - 11,571 501,702

Shares issued for
 expenses to
 related parties - - - - 7,915 978,703

Debt repayment - - - - 2 4,925

Cancelled shares - - - - (5) (7,611)

Exempt issuance - - - - 1,174,655 1,996,340

Exempt issuance
 to related party - - - - 1,182,009 1,446,960


Warrant expense - - - - - -

Warrant exercise
 by related party - - - - - -

Replacement shares - - - - 511 1,593,176

Net loss - - - - - -
 ----- -- ------- -- ------------ ----------
Balances at
 Dec. 31, 2007 9,934 $1 579,730 $58 2,661,549 $14,353,156
 ===== == ======= === ============ ===========

 Additional
 Paid-In Accumulated
 Capital Deficit Total
 ----------- ------------ ------------
Balances at
December 31, 2005 $33,125,526 $(35,579,173) $(2,442,357)

Private placement 174,149 - 174,155

Private placement
purchased by
related party 230,847 - 230,855

Preferred stock
 converted (846,327) - -

Preferred stock
 converted by
 related party (289,856) - -

Warrant exercise 28,321 - 1,126,439

Warrant exercise
 by related party (604,229) - 296,583

Shares issued for
 expenses 540,900 - 1,614,491

Shares issued for
 expenses to
 related parties 871,749 - 2,453,488

Debt conversion 749,993 - 752,493

Cancelled shares 375,000 - -

Exempt issuance (1,767,383) - -

Warrant expense 904,504 - 904,504

Warrant exercise
 by related party 412,343 - 412,343

Net loss - (12,346,259) (12,346,259)
 ----------- ------------ ------------
Balances at
 Dec. 31, 2006 33,905,536 (47,925,432) (6,823,265)

Preferred stock
 converted (94,061) - -

Preferred stock
 converted by
 related party (524,032) - -

Warrant exercise 20,884 - 45,000

Warrant exercise
 by related party 179,820 - 180,000

Shares issued for
 expenses 2,049,817 - 2,551,519

Shares issued for
 expenses to
 related parties 6,273,739 - 7,252,442

Debt repayment 15,843 - 20,768

Cancelled shares 7,611 - -

Exempt issuance (1,996,340) - -

Exempt issuance
 to related party (1,446,960) - -


Warrant expense 3,035 - 3,035

Warrant exercise
 by related party - - -

Replacement shares (1,593,176) - -

Net loss - ( 7,504,905) ( 7,504,905)
 ----------- ------------ ------------
Balances at
 Dec. 31, 2007 $36,801,715 $(55,430,337) $(4,275,406)
 =========== ============= ============

See notes to Consolidated Financial Statements.

RAVEN MOON ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007 and 2006

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 devotes most of its efforts within the continental United States.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

INVENTORY - Inventory consists of plush toys, DVDs and CDs. The plush toys,DVDs and CDs are stated at the lower of cost or market determined using the first-in-first method (FIFO).

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

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

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

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

NET (LOSS) PER SHARE - Primary earnings-per-share computations are based on the weighted average number of shares outstanding during the period. The weighted average number of shares outstanding was 579,527 and one (1) for the years ended December 31, 2007 and 2006, respectively.

INCOME TAXES - The Company has incurred approximately $56,000,000 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.

RECLASSIFICATIONS - Certain amounts reported in previous years have been reclassified 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. 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.
i. Adopted a 8000 to 1 reverse stock split effective January 3, 2008.

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

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments." SFAS No. 155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest only strips and principal only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statement.

In March 2006 FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets." This Statement amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract and requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. This Statement is effective as of the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statement.

In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements." This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board 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. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. FAS 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. Management is currently evaluating the effect of this pronouncement on financial statements.

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 and 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 - 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 2007 and 2006.

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 December 31, 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 December 31, 2007, 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.

MG Studio debt - 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 $3,200,000 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.

Note 5 - 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 years ended December 31, 2007 and 2006:

 2007 2006
 ------ ------
$11,996,540 $4,766,387

The Company had significant increases in revenues from branding and marketing services provided to related parties. These revenues amounted to $1,020,850 for the year ended December 31, 2007.

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, $24,000 each year as an advance on future royalties for the years ended December 31, 2007 and 2006, 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 $9,000 for the years ended December 31, 2007 and 2006, 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 Producer and Promotional Celebrity Talent for promotion and production of the Company's products and services. Ms. Mouery has been paid $1,000,000 of registered shares of common stock in ten equal installments priced at a 50% discount from the closing bid price. On February 4, 2005, the Board of Directors amended the agreement with Gina Mouery. The Board granted a three-month extension and paid 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 years ended December 31, 2007 and 2006, Gina Mouery was not granted stock options.

During the year ended December 31, 2007, Gina Mouery was granted 38 split-adjusted shares of common stock for talent fees. The fair value of these shares of common stock was $3,699,445. During the year ended December 31, 2006, Gina Mouery was granted one (1) split-adjusted share of common stock for talent fees. The fair value of this share of common stock was $2,908,713. 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.

During 2007 Gina Mouery converted warrants into 600,000 shares of common stock (which were subsequently split adjusted to one (1) share). Also during 2007, Gina Mourey converted preferred shares into 4,840,374,029 common stock shares (which were subsequently split-adjusted to 186,326 shares of common stock).

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 80 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 53 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, and the option agreement granted to the Company on April 11, 2001 shall be in force for a period of twenty (20) years. Because the Company cannot demonstrate through its experience the ultimate revenue from the video entertainment products it has elected to charge option rights to intellectual properties $490,000 during 2002.

On March 4, 2004, the Board of Directors approved extending the 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. Also, Joseph and Bernadette DiFrancesco received 667 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 4.) 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 one (1) split-adjusted share 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 48 split-adjusted shares of common stock during the year ended December 31, 2007. The fair value of these shares was $5,138,211. Joseph and Bernadette DiFrancesco were granted one (1) split-adjusted share of common stock during the year ended December 31, 2006. The fair value of this share was $514,492. 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 75,000 shares of convertible preferred stock during the year ended December 31, 2006. The $750,000 share value was used to offset accrued fees for past services. During that year, Joseph and Bernadette DiFrancesco also purchased an additional 7,000 shares of convertible preferred stock for the fair value of $70,000.

Joseph and Bernadette DiFrancesco were granted 75,000 and 320,000 shares of convertible preferred stock during the years ended December 31, 2005 and 2004, respectively. The stock was granted to TV Toys, Inc. The fair value of these shares was $750,000 and $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.

During the year ended December 31, 2007, TV Toys exercised warrants and purchased 1,000,000 shares of common stock (which were subsequently split-adjusted to 125 shares). During the years ended December 31, 2006 and 2005, TV Toys, Inc. converted 20,388 and 43,250, respectively, shares of convertible preferred stock and received one (1) split-adjusted share of restricted common stock.

During the year ended December 31, 2006, Beyond The Kingdom converted 32,000 shares of convertible preferred stock and received 200,000 shares of split-adjusted restricted common stock.

During the year ended December 31, 2005, Joseph and Bernadette DiFrancesco were granted warrants for one (1) split-adjusted share of common stock. The fair value of these warrants was $1,147,300 and was charged to production expense. The Company did not issue any warrants to Joseph and Bernadette DiFrancesco during 2007 or 2006.

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

On May 1, 2004, David Mouery (the son-in-law of Joseph DiFrancesco, Chairman of the Board) 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 was paid $120,000 of registered shares in twelve equal installments of common stock priced at a 50% discount from the closing bid price during 2004 and 2005 as compensation for those services.

On August 9, 2005, the Company entered into an agreement with David Mouery 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 year ended December 31, 2005, David Mouery was granted 8,889 options valued at $15,000. The Company did not grant any options to Mr. Mouery during 2006.

During the year ended December 31, 2007, David Mouery was granted 7,813 split-adjusted shares of common stock with a fair value of $701,478. During the year ended December 31, 2006, David Mouery was granted one (1) split-adjusted share of common stock with a fair value of $223,880. The fair value of the common stock was charged to consulting expense because the Company cannot demonstrate through its experience the ultimate revenue from the video entertainment products.

The outside Board of Directors were granted 15 split-adjusted and one
(1) split-adjusted share of common stock during the years ended December 31, 2007 and 2006, respectively. The fair value of these shares was $1,618,488 and $155,715 for the years ended December 31, 2007 and 2006, respectively. Also, the Board of Directors were paid $129,800 for directors' fees for the year ended December 31, 2006. The fair value of the common stock granted and director fees paid were charged to consulting fees for the year ended December 31, 2007 and 2006.

During the years ended December 31, 2007 and 2006, loans from officers, directors and related parties are summarized as follows:

 2007 2006
 ------ ------
Balance at beginning of year $ 20,000 $ 20,000
Increase in loans - -
Payments on loans 20,000 -
 --------- ---------
Balance at end of period $ - $ 20,000
 ========= =========

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 year ended December 31, 2007

and 2006:

 2007 2006
 ------- --------
 Beginning balance $1,858,406 $1,718,823
 Accrued for administrative
 salary - 881,462
 Accrued production fee 750,000 750,000
 Payments to Officers - (739,379)
 Exercise of preferred stock - (750,000)
 Conversion to equity - ( 2,500)
 ---------- ---------
 Ending balance $2,608,405 $1,858,406
 ========== ==========

Note 6 - 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:
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.

Note 7 - 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
 Dec. 31, 2004 133 $1,875.00
 Granted 40,572 $ 18.00
 Exercised 39,934 $ 18.00
 -------
Outstanding at
 Dec. 31, 2005 771 $ 338.34
 ======

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

Options granted Exercise Price Fair Market Value
--------------- --------------- -----------------
 2005
 572 $ 18.00 $ 33.00
 40,000 $ .38 $ 3.00

The weighted average fair value of options granted during 2005 is $18.00. The weighted-average remaining life of options granted is 6.92 at December 31, 2005.

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: Risk free interest rate of 3.0%, a dividend yield of zero and a volatility factor of .50.

NOTE 8 - PRIVATE PLACEMENT OFFERING

The Company has plans to raise $5,000,000 in a private placement offering to be used for working capital. The Company is offering units that consist of one share convertible Series B Preferred Stock and a warrant to purchase one-tenth of a share of common stock at a price of $10.00 per unit. The minimum purchase is $10,000. The conversion right may be exercised at any time by the holder of the shares, but shall occur automatically at the Company's discretion at any time after a registration statement to register the shares of common stock underlying both the preferred share and the warrant. Each preferred share shall convert to $10.00 in value of common stock. The value of the common stock will be based upon the average closing price of the Company's common stock for each of the ten consecutive trading days prior to the date of conversion, less a 20% discount. The preferred shares have a preference over common stock in any liquidation of the Company. The preferred shares are not entitled to any dividend or distribution in preference to common stock. The warrant, which will permit the holder to purchase one-tenth of a share of common stock at $.10 expired May 31, 2005. Also, the warrants will be subject to redemption at the Company's option for $.05 per warrant provided the closing the notice. As of December 31, 2007, the Company has sold $5,797,300 of the private placement offerings.

Note 9 - SUBSEQUENT EVENTS

1. On November 27, 2007 the Board of Directors approved a one for 8,000 reverse stock split with an effective date of January 3, 2008.

2. The following is a schedule of common stock issued since December 31, 2007:

Issued to David Mouery for services 19,000,000
Issued to Gina Mouery for services 408,666,667
Issued for expenses 606,813,821
Issued for debt repayment 375,000
Issued for exempt shares to
 Joseph DiFrancesco 8,973,878,055
Issued for exempt shares to
 third parties 9,374,889,352
Issued for converted shares 300,000

3. During August 2007, the Company entered into a securities agreement with an investor holding two (2) billion shares of the Company's common stock. The agreement provides for minimum payments to be realized by the investor either through the sale of stock or as stock repurchases by the Company. At this date, the agreement is in default and the parties are renegotiating its terms. However, there can be no assurance that the renegotiation will be successful and if not successful, litigation against the Company is likely. The Company has elected to record as a liability the $465,000 balance of the agreement due to the investor at December 31, 2007.

4. On March 8, 2008 the Company announced that it had licensed its television and DVD library and all related properties to Gina D's Kids Club, Inc. In exchange for the license, the Company will receive a significant 20% gross royalty of any revenues received by GINA D'S KIDS CLUB, INC. in perpetuity with a $10 milion guarantee to be paid in the first three years of the agreement. If the $10 million minimum payment is not made within the three year timeframe, all rights under the license will revert back to the Company.

5. On April 2, 2008 the Company announced today that it in an effort to restructure the company without undergoing a reverse split, it has reduced the total number of common outstanding shares by approximately 53%. The nine billion shares were purchased in 2006 by the Company's founders by exercising warrants at a cost of $200,000 and will be retired to the treasury without any remuneration to the founders. In addition, the Company also announced that accrued compensation of $3 million will also be forgiven by the founders. The accrued compensation is for services performed prior to January 1, 2008.

6. On March 11, 2008 the Company announced that that its licensee GINA D'S KIDS CLUB, INC. who recently obtained all of the worldwide licensing rights to market, promote and sell the GINA D'S KIDS CLUB, television asset library of 44 half-hour episodes, has signed a worldwide distribution deal with Sullivan Entertainment in Toronto, Canada.

Item 8. Changes in and Disagreements on Accounting and
Financial Disclosure.
None.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

Set forth below are the names and certain information regarding the individuals elected as directors of the Company.

 Name Age Positions Held
 ------------- --- ----------------
Joseph DiFrancesco 64 President, Director
Bernadette DiFrancesco 62 Vice President
Lawrence C. Oakley 81 Director
Janice K. Battenberg 60 Director
Mark E. Murphy, CPA 48 CFO

The directors of the Company are elected annually by the shareholders for a term of one year, or until their successors are elected and qualified. The Officers are appointed by the Board of Directors at the annual meeting of directors immediately following each annual meeting of shareholders of the Company and serve at the pleasure of the Board of Directors.

Background of Directors and Executive Officers

Joey DiFrancesco has served as a director and the President of the Company since November 1999. Mr. DiFrancesco has been a producer and director of children's television programs for more than 20 years. Prior to that, he was employed in the music publishing and record production business in New York City with Laurie Records, RCA, Columbia/Sony and MCA. From 1994 to November 1997, Mr. DiFrancesco served as the president and a director of St. Anthony's Entertainment, Inc., an entertainment company he founded. From January 1997 to January 1999, Mr. DiFrancesco served as president and a director of International Resorts and Entertainment, Inc., a Florida corporation in the vacation club business. This company was merged into Raven Moon in December 1998. Mr. DiFrancesco has been self-employed in the fields of television, audio and video programming for more than the past ten years. From November 1999 to date, Mr. DiFrancesco has served as President of Raven Moon Entertainment, Inc., a Florida corporation in the entertainment industry. Mr. DiFrancesco also serves as director of this company.

Bernadette DiFrancesco has served as Vice President and a director of the Company since November of 1999. Mrs. DiFrancesco has been self- employed for more than 20 years during which time she and Mr. DiFrancesco have produced television programs, developed the "Praise-R- cise" alternative to aerobic dancing, and produced 26 half hour episodes of "Curly's Kids" with former Harlem Globetrotter star Curly Neil, among other ventures. She has been actively involved in development of all of our present intellectual properties above. From January 1994 to January 1997, Mrs. DiFrancesco served as vice president of St. Anthony's Entertainment, Inc., a Florida corporation in the entertainment business. From January 1997 to January 1999, Mrs. DiFrancesco served as vice president of International Resorts and Entertainment, Inc., a vacation club company that merged into Raven Moon Entertainment, Inc. in December 1998.

Larry Oakley a featured speaker at numerous international investment conferences, created www.WallStreetCorner.com in 1998 with his wife Rosanne as the new editorial venue for his Conservative Speculator newsletter. Investors in 65 countries now regularly read Conservative Speculator, his editorial columns, & the Special Situation profiles. From 1984 to 1998 Mr. Oakley served as CEO of Guidera Communication Corp., a broker relations firm. He is a member of Raven Moon's Board of Advisors and his knowledge in accounting qualifies him according to Sarbanes-Oxley as a candidate for the position of Chairman of the Finance Committee. Mr. Oakley holds a degree in Mechanical Engineering from George Washington University and management and accounting degree from College of the City of New York.

Janice K. Battenberg, Ed.D. is an Educational Psychologist and Business and Educational Consultant. Dr. Battenberg has a full range of experiences within the public and private corporate and educational industries. A few of her activities include: Executive Director of a not-for-profit private school (Academy Plus), fifteen years as manager of the Learning Support Center for St. Vincent Hospital and Stress Center, private practice, past university instructor, creator of touch sensitive and audible computer software for preschool through adults, and recipient of the Sagamore of the Wabash (Indiana's highest honor awarded by Indiana Governors). From 1968 to 1981, Dr. Battenberg held several teaching, administrative and consulting positions within the Indiana Public School System. From 1982 to present, Dr. Battenberg served in several senior management positions with a number of entities active in the field of education, learning and development. She has been on the Board of Advisors of Raven Moon Entertainment, Inc. for the past four years and has published a report on how the "Gina D's Kids Club" television programs meet FCC requirements. At the request of the Executive Producers she also has been instrumental this past year in reviewing and evaluating all new scripts prior to production so that they meet educational requirements and guidelines mandated by the FCC for children's programming. She has also broken ground with educators in China to have the "Gina D's Kids Club" videos and DVD's distributed to schools and other outlets. Dr. Battenberg holds Bachelor degree in Psychology and Master Degree in Education from Butler University and doctorate in Special Education and Educational Psychology from Ball State University.

Meetings and Committees of the Board

The Board of Directors met monthly during the 2007 and 2006 fiscal years, and took action by written consent numerous times. The Board of Directors has an audit committee consisting of Ms. Battenberg and Messr. Oakley (Chairman).

Compensation of Directors

Ms. Battenberg and Messr. Oakley receive, each, $2,500 per month for their services as directors. Our policy is to reimburse non-employee directors for expenses actually incurred in connection with attending meetings of our board of directors. Directors and executive officers are also eligible for stock and option grants under our stock option plans as determined by our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our directors and officers, and persons who own more than ten percent of the Company's Common Stock, are required to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten-percent shareholders are required by regulation to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended December 31, 2006, except as set forth below, directors, officers and greater than ten percent beneficial owners complied with all applicable Section 16(a) filing requirements.

Each of the directors filed their Form 4's during the years 2007 and 2006; however, these forms were not timely filed.

None of the directors timely filed Form 5 for the years 2007 or 2006.

Item 10. Executive Compensation.

The following table sets forth the annual compensation of persons serving as executive officers of the Company.

 Name and Other Compensation
 Principal Position Salary Paid
 ------------------ ------ ------
Joseph DiFrancesco, 64
President 2003 $382,579 $ 58,692
 2004 459,095
 2005 550,914
 2006 1,411,095
 2007 0

Bernadette DiFrancesco, 62
Vice President 2003 127,526 58,691
 2004 153,032
 2005 183,638
 2006 220,365
 2007 0

The Company leases two automobiles for use by Joey and Bernadette DiFrancesco. Each lease was recently renewed for a three-year term. One lease is for $832 per month, and the other is for $952 per month.

Option Grants
 Individual Grants
 -------------------------------------------------------
 % of Total
 Number of Oprions
 Shares Granted to
 Underlying Employees in Exercise Expiration
 Name Options* Fiscal Year Price Date
 ------ ---------- ----------- -------- ----------
Joey DiFrancesco 400,000 20% 12.5(cent) Nov 2012
Bernadette
 DiFrancesco 400,000 20% 12.5(cent) Nov 2012
Stephen Chrystie 400,000 0 12.5(cent) Nov 2012
Anthony Arcari 400,000 0 12.5(cent) Nov 2012
Norman Weinstock 400,000 0 12.5(cent) Nov 2012
 *Split - adjusted

 Options Exercised
 -----------------
 Number
 of Shares Value of
 Underlying Unexercised
 Unexercised In-The-Money
 Shares Options at Options at
 Acquired Fiscal Year End Fiscal Year End
 on Value Exercisable/ Exercisable/
 Name Exercise Realized Unexerciseable Unexerciseable
 ------ -------- -------- -------------- --------------
Joey DiFrancesco 0 0 1 0
Bernadette
 DiFrancesco 0 0 1 0
Stephen Chrystie 0 0 1 0
Anthony Arcari 0 0 1 0
Norman Weinstock 0 0 1 0

*Split - adjusted

Employment Agreements

The Company has entered into an employment contract with Joseph and Bernadette DiFrancesco. At the October 19, 2004 Board of Directors meeting, the Board approved extending Joseph and Bernadette DiFrancesco's contract for 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 annual payments through November 15, 2012 as follows:
2008 $1,269,306
2009 $1,523,167
2010 $1,827,800
2011 $2,193,360
2012 $2,632,032

In addition, Joseph and Bernadette DiFrancesco 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.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information known to the company with respect to beneficial ownership of our common stock as of February 8, 2007. The table lists: (i) each stockholder known by us to be the beneficial owner of more than five percent (5%) of our common stock,
(ii) each director, (iii) each executive officer, and (iv) all of our directors and executive officer(s) as a group. Except as noted, each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned by such person.

 Name and Address of Number of %
 Beneficial Owner Shares Ownership
 -------------------- ----------- ---------
Joseph & Bernadette DiFrancesco
2221 Springs Landing Blvd. 8,973,878,055 46%
Longwood, FL 32779

Janice K. Battenberg
11135 Rolling Spring Dr. 170,567,852 *
Carmel, IN 46033

Lawrence Oakley
103 Ft. Beauregard Lane 154,870,969 *
Blufton, SC 29909

All executive officers
 and directors as a group 9,299,316,876 47%

Jacques Danon (1) 2,000,000,000 11%
c/c Brown Brothers Harriman
140 Broadway
New York, NY 10005

* Less than 1%
(1) The Company has been advised by counsel that Mr. Danon may be asserting non-ownership of the shares to rescind the issuance to him and be paid a sum of money in excess of $350,000 but the Company is in the progress of resolving and clarifying the matter though no suit or resolution has been reached.

Item 12. Certain Relationships and Related 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 years ended December 31, 2007 and 2006:

 2007 2006
 ------ ------
$11,996,540 $4,766,387

The Company had significant increases in revenues from branding and marketing services provided to related parties. These revenues amounted to $1,020,850 for the year ended December 31, 2007.

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, $24,000 each year as an advance on future royalties for the years ended December 31, 2007 and 2006, 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 $9,000 for the years ended December 31, 2007 and 2006, 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 Producer and Promotional Celebrity Talent for promotion and production of the Company's products and services. Ms. Mouery has been paid $1,000,000 of registered shares of common stock in ten equal installments priced at a 50% discount from the closing bid price. On February 4, 2005, the Board of Directors amended the agreement with Gina Mouery. The Board granted a three-month extension and paid 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 years ended December 31, 2007 and 2006, Gina Mouery was not granted stock options.

During the year ended December 31, 2007, Gina Mouery was granted 38 split-adjusted shares of common stock for talent fees. The fair value of these shares of common stock was $3,699,445. During the year ended December 31, 2006, Gina Mouery was granted one (1) split-adjusted share of common stock for talent fees. The fair value of this share of common stock was $2,908,713. 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.

During 2007 Gina Mouery converted warrants into 600,000 shares of common stock (which were subsequently split adjusted to one (1) share). Also during 2007, Gina Mourey converted preferred shares into 4,840,374,029 common stock shares (which were subsequently split-adjusted to 186,326 shares of common stock).

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 80 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 53 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, and the option agreement granted to the Company on April 11, 2001 shall be in force for a period of twenty (20) years. Because the Company cannot demonstrate through its experience the ultimate revenue from the video entertainment products it has elected to charge option rights to intellectual properties $490,000 during 2002.

On March 4, 2004, the Board of Directors approved extending the 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. Also, Joseph and Bernadette DiFrancesco received 667 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 4.) 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 one (1) split-adjusted share 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 48 split-adjusted shares of common stock during the year ended December 31, 2007. The fair value of these shares was $5,138,211. Joseph and Bernadette DiFrancesco were granted one (1) split-adjusted share of common stock during the year ended December 31, 2006. The fair value of this share was $514,492. 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 75,000 shares of convertible preferred stock during the year ended December 31, 2006. The $750,000 share value was used to offset accrued fees for past services. During that year, Joseph and Bernadette DiFrancesco also purchased an additional 7,000 shares of convertible preferred stock for the fair value of $70,000.

Joseph and Bernadette DiFrancesco were granted 75,000 and 320,000 shares of convertible preferred stock during the years ended December 31, 2005 and 2004, respectively. The stock was granted to TV Toys, Inc. The fair value of these shares was $750,000 and $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.

During the year ended December 31, 2007, TV Toys exercised warrants and purchased 1,000,000 shares of common stock (which were subsequently split-adjusted to 125 shares). During the years ended December 31, 2006 and 2005, TV Toys, Inc. converted 20,388 and 43,250, respectively, shares of convertible preferred stock and received one (1) split-adjusted share of restricted common stock.

During the year ended December 31, 2006, Beyond The Kingdom converted 32,000 shares of convertible preferred stock and received 200,000 shares of split-adjusted restricted common stock.

During the year ended December 31, 2005, Joseph and Bernadette DiFrancesco were granted warrants for one (1) split-adjusted share of common stock. The fair value of these warrants was $1,147,300 and was charged to production expense. The Company did not issue any warrants to Joseph and Bernadette DiFrancesco during 2007 or 2006.

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

On May 1, 2004, David Mouery (the son-in-law of Joseph DiFrancesco, Chairman of the Board) 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 was paid $120,000 of registered shares in twelve equal installments of common stock priced at a 50% discount from the closing bid price during 2004 and 2005 as compensation for those services.

On August 9, 2005, the Company entered into an agreement with David Mouery 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 year ended December 31, 2005, David Mouery was granted 8,889 options valued at $15,000. The Company did not grant any options to Mr. Mouery during 2006.

During the year ended December 31, 2007, David Mouery was granted 7,813 split-adjusted shares of common stock with a fair value of $701,478. During the year ended December 31, 2006, David Mouery was granted one (1) split-adjusted share of common stock with a fair value of $223,880. The fair value of the common stock was charged to consulting expense because the Company cannot demonstrate through its experience the ultimate revenue from the video entertainment products.

The outside Board of Directors were granted 15 split-adjusted and one
(1) split-adjusted share of common stock during the years ended December 31, 2007 and 2006, respectively. The fair value of these shares was $1,618,488 and $155,715 for the years ended December 31, 2007 and 2006, respectively. Also, the Board of Directors were paid $129,800 for directors fees for the year ended December 31, 2006. The fair value of the common stock granted and director fees paid were charged to consulting fees for the year ended December 31, 2007 and 2006.

During the years ended December 31, 2007 and 2006, loans from officers, directors and related parties are summarized as follows:

 2007 2006
 ------ ------
Balance at beginning of year $ 20,000 $ 20,000
Increase in loans - -
Payments on loans 20,000 -
 --------- ---------
Balance at end of period $ - $ 20,000
 ========= =========

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 year ended December 31, 2007

and 2006:

 2007 2006
 ------- --------
 Beginning balance $1,858,406 $1,718,823
 Accrued for administrative
 salary - 881,462
 Accrued production fee 750,000 750,000
 Payments to Officers - (739,379)
 Exercise of preferred stock - (750,000)
 Conversion to equity - ( 2,500)
 ---------- ---------
 Ending balance $2,608,405 $1,858,406
 ========== ==========

Item 13. Exhibits and Reports on Form 8-K.

(a) Exhibits. See Index to Exhibits for a list of those exhibits filed as part of this report.

(b) Reports on Form 8-K. No reports were filed on Form 8-K for the years ended December 31, 2007 and 2006.

Item 14. Principal Accountant Fees and Services.

Audit fees billed to the Company by Richard L. Brown & Company, P.A. ("Brown & Company") for auditing the Company's annual financial statements for each of the fiscal years ended December 31, 2007 and 2006 were $27,600, and for reviewing the consolidated financial statements included in the Company's Quarterly Reports on Form 10-QSB for each of those years was $15,000.

SIGNATURES

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

RAVEN MOON ENTERTAINMENT, INC.

By: /s/ Joseph DiFrancesco Date: April 15, 2008
 -----------------------------
 Joseph DiFrancesco, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature and Title

By: /s/ Joseph DiFrancesco Date: April 15, 2008
 ---------------------------------
 Joseph DiFrancesco
 President and Director
 Chief Executive Officer

By: /s/ Lawrence C. Oakley Date: April 15, 2008
 --------------------------------
 Lawrence C. Oakley, Director

By: /s/ Janice K. Battenberg Date: April 15, 2008
 ---------------------------------
 Janice K. Battenberg, Director

By: /s/ Mark E. Murphy, CPA Date: April 15, 2008
 ---------------------------------
 Mark E. Murphy, CFO

INDEX TO EXHIBITS

INDEX TO EXHIBITS

Incorporated by reference from Exhibit 3(i) to the Company's Registration Statement on Form 10-SB filed with the SEC on August 3, 1998

3.2 Bylaws of YBOR CITY SHUTTLE SERVICE, INC.

Incorporated by reference from Exhibit 3(ii) of the Company's Registration Statement on Form 10-SB filed with the SEC on August 3, 1998

3.3 Plan of Merger dated October 21, 1998, and Articles of Merger by and among Raven Moon Entertainment, Inc., Ybor City Shuttle Service, Inc. and International Resorts and Entertainment Group, Inc. dated December 18, 1998

Incorporated by reference from the Company Report on Form 10-QSB filed with the SEC on Nov. 19, 2001

3.4 Amendment to the Articles of Incorporation of Raven Moon International, Inc. filed with the Florida Department of State on June 30, 1999

Incorporated by reference from the Company Report on Form 8-K filed with the SEC on March 30, 1999

3.5 Amendment to the Articles of Incorporation of Raven Moon International, Inc. filed with the Florida Department of State on December 4, 2000, effective January 1, 2001

Incorporated by reference from Exhibit A to the Company's Information Statement on Schedule 14-c filed with the SEC on Nov. 30, 2001

3.6 Amendment to the Articles of Incorporation of Raven Moon International, Inc. filed with the Florida Department of State on March 9, 2001, effective March 25, 2001

Incorporated by reference from Exhibit A to the Company's Information Statement on Schedule 14-c filed with the SEC on March 6, 2001

3.7 Amendment to the Articles of Incorporation of Raven Moon International, Inc. filed with the Florida Department of State on May 24, 2001, effective May 25, 2001

Incorporated by reference from Exhibit A to the Company's Information Statement on Schedule 14-c filed with the SEC on May 2, 2001

3.8 Amendment to the Articles of Incorporation of Raven Moon International, Inc. filed with the Florida Department of State on August 7, 2001, effective September 1, 2001

Incorporated by reference from Exhibit A to the Company's Information Statement on Schedule 14-c filed with the SEC on August 6, 2001

3.9 Articles of Correction to the Articles of Incorporation of Raven Moon International, filed with the Florida Department of State on August 21, 2001.

Incorporated by reference from the Company Report on Form 10-QSB filed with the SEC on Nov. 19, 2001

4.1 Specimen copy of stock certificate for Common Stock of YBOR CITY SHUTTLE SERVICE, INC.

 Incorporated by reference from Exhibit 99 to the Company's
 Registration Statement on Form 10-SB filed with the SEC on
 August 3, 1998

10.1 2001 Raven Moon Entertainment Stock Option Plan

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Nov. 19, 2001

10.2 Agreement between The KnightLights Foundation, and the
 Company dated July 11, 2001, including Addendum dated
 October 11, 2001

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Nov. 19, 2001

10.3 Consulting Agreement between Management Solutions
 International, Inc. and the Company dated
 September 17, 2001

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Nov. 19, 2001

10.4 Promotion Agreement between Big Apple Consulting
 U.S.A., Inc. and the Company dated September 17, 2001

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Nov. 19, 2001

10.5 Raven Moon International, Inc. License Agreement
 dated September 26, 2001 between the Company and
 Raven Moon Home Video Products, LLC

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Nov. 19, 2001

10.6 Talent Agreement between the Company and Gina
 Mouery, dated January 1, 2001.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with
 the SEC on March 21, 2002

10.7 Option Agreement between the Company and Gina
 Mouery, dated January 1, 2001.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with
 the SEC on March 21, 2002

10.8 Limited Duration License Agreement dated
 Jan. 1, 2002 between the Company and Beyond
 The Kingdom, Inc. and Raven Moon Home Video
 Products, LLC

 Incorporated by reference from the Company Report on
 Form 10-KSB filed with the SEC on April 16, 2002

10.9 Consulting Agreement between the Company and
 Donald Hacker.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with
 the SEC on March 19, 2002

10.10 Consulting Agreement between the Company
 and Royce Rumsey

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with
 the SEC on March 19, 2002

10.11 Production Agreement between the Company and
 MG Studios, Inc., dated March 1, 2002.

 Incorporated by reference from the Company Report on
 Form 10-KSB filed with the SEC on April 16, 2002

10.12 Letter Agreement between the Company and David
 Hopper.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on May 21, 2002

10.13 Consulting Agreement between Farrell Gardon and
 the Company, dated as of May 8, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on June 27, 2002

10.14 Escrow Agreement among the Company, Charles W
 Cramer and Farrell Gordon.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on June 27, 2002

10.15 Consulting Agreement between the Company and
 J. Bennett Grocock, dated as of April 29, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on June 27, 2002

10.16 Consulting Agreement between the Company and
 David H. Popper, dated as of June 20, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on June 27, 2002

10.17 Production Consultant Agreement between the
 Company and Mike Gibilisco Production Consultant.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on June 27, 2002

10.18 Co-Publishing Agreement between 2221 Music
 (ASCAP Publisher) and Roynart Music
 (BMI Publisher) dated as of June 10, 2002.

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Aug. 14, 2002

10.19 Work for Hire Agreement with A&S Animation,
 Inc. cited February 4, 2002 for the production
 of the animated PSA "Mr. Bicycle Man".

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Aug. 14, 2002

10.20 Distribution and sales agreement with Seahorse
 Worldwide for "A Message from God".

 Incorporated by reference from the Company Report on
 Form 10-QSB filed with the SEC on Aug. 14, 2002.

10.21 General Business Affairs Consulting Agreement
 between the Company and David Mouery, dated as
 of August 18, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on Aug. 21, 2002

10.22 Consulting Agreement between the Company and
 Jackie Joyner Kersee, dated as of July 14, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on Aug. 27, 2002

10.23 Consulting Agreement between the Company and
 Richard C. Popper, dated as of July 12, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on Aug. 27, 2002

10.24 Executive Sales and Marketing Consulting Agreement
 between Raven Moon and Marc Jablon, dated as of
 August 12, 2002.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on March 26, 2003

10.25 Consulting Agreement between the Registrant and
 J. Bennett Grocock, dated as of March 20, 2003.

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on March 26, 2003

10.26 Amended General Business Affairs Consulting
 Agreement between Raven Moon and David D.
 Mouery, J.D., dated as of August 14, 2002,
 amended on December 1, 2002

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on March 4, 2003

10.27 2004 Equity Compensation Plan

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed
 with the SEC on January 16, 2004.

10.28 Amended and Restated Fiscal 2004 Equity
 Compensation Plan

 Incorporated by reference from the Company's
 registration statement on Form S-8 filed with the
 SEC on December 10, 2004

23.2 Consent of Richard L. Brown & Company
 Filed herewith.

31 Section 302 Certification
 Filed herewith.

32 Certification Pursuant to 18 U.S.C.
 Section 1350, as Adopted by Section 906 of
 the Sarbanes-Oxley Act of 2002.
 Filed herewith.

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

RAVEN MOON ENTERTAINMENT, INC.
2005 Tree Fork Lane, Suite 101
Longwood, Florida 32750

We hereby consent to the incorporation in the Annual Report on Form 10- KSB to be filed with the Securities and Exchange Commission of our report dated April 2, 2007, with respect to the financial statements of RAVEN MOON ENTERTAINMENT, INC. for the year ended December 31, 2006.

April 15, 2008

Richard L. Brown & Company, P.A.

By: /s/ Richard L. Brown
 -----------------------------
 Richard L. Brown

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