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.
We have experienced operating losses in prior years.
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.
We have limited marketing and sales capabilities.
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.
Our industry is intensely competitive, which may adversely affect our
operations and financial results.
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.
We depend on the continued services of our President.
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.
Our stock price is volatile and could be further affected by events
not within our control.
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 liquidity of our stock is severely reduced because we are
classified as a "penny stock."
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
Revenue
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
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
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.
Net Loss
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.
Income Taxes
As a result of the loss made during the period ended December 31, 2007
no provision was made for income taxes for the period.
Assets and Liabilities
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
EX. DESCRIPTION
3.1 Articles of Incorporation of YBOR CITY SHUTTLE SERVICE, INC.,
as filed with the Florida Department of State on January 7,
1998, effective January 8, 1998
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
|
Reven Housing REIT (NASDAQ:RVEN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Reven Housing REIT (NASDAQ:RVEN)
Historical Stock Chart
From Oct 2023 to Oct 2024