Document/Exhibit Description Pages Size
1: 10KSB Dated 12-31-01 40 174K
3: EX-99.A4 Exhibit 10.11 Production Agreement 5 25K
2: EX-99.A4 Exhibit 10.4 Limited Duration License Agreement 2 10K
4: EX-99.C1 Exhibit 23.1 Richard L. Brown & Company, P.A. 1 6K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-KSB
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
[ ] Transition report under Section 13 Or 15(d) of the Securities Exchange
Act Of 1934
For the transition period from to
---------------- ---------------
Commission file number 000-24727
Raven Moon Entertainment, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-348779
---------------------- -----------------
(State of incorporation) (I.R.S. Employer
Identification No.)
120 International Parkway, Suite 220
Heathrow, Florida 32746
------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (407) 304-4764
----------------
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: Name of each exchange
on which registered:
Common Stock, par value $.0001 None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
----------- ----------
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this 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.
Issuer's revenues for its most recent fiscal year are $ 7,110.
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing sale price on April 15, 2002 was
approximately $5,801,754.
The approximate number of shares outstanding of the registrant's Common
Stock as of April 15, 2002 was 317,331,806.
Transitional Small Business Disclosure Format: Yes No X
------ ------
TABLE OF CONTENTS
Part I Page
Item 1 Description of Business .............................................2
Item 2 Properties ..........................................................6
Item 3 Legal Proceedings ...................................................6
Item 4 Submission of Matters to a Vote of Security Holders .................6
Part II
Item 5 Market for Company's Common Equity and Related
Stockholder Matters ...........................................6
Item 6 Management Discussion and Analysis of Financial Conditions and
Results of Operations .........................................7
Item 7 Financial Statements and Supplemental Data ........................F-1
Item 8 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ......................................11
Part III
Item 9 Directors, Executive Officers, Promoters, and Control Persons;
Compliance with Section 16(a) of the Exchange Act .................11
Item 10 Executive Compensation ............................................14
Item 11 Security Ownership of Certain Beneficial Owners and Management ....16
Item 12 Certain Relations and Related Transactions ........................18
Item 13 Exhibits and Reports on Form 8-K ..................................20
Item 1. Description of Business.
General
-------
Raven Moon Entertainment, Inc. was formed as a Florida corporation on
January 7, 1998. On December 31, 1998, Ybor City Shuttle Service, Inc., Raven
Moon Entertainment, Inc. and International Resorts and Entertainment Group,
Inc., all Florida corporations, were merged into one corporation. Ybor City
Shuttle Service, Inc., the surviving entity, changed its name to Raven Moon
International, Inc. as a part of the merger. In July, 2001, we changed our name
to Raven Moon Entertainment, Inc.
Our Articles of Incorporation provide for 800,000,000 shares of common
stock, but the Board voted to amend to 400,000,000 subject to shareholder
approval, par value $.0001 per share, and 800,000,000 shares of preferred stock,
par value $.0001 per share. As of December 31, 2001, 6,024,755 shares of the
preferred stock have been designated as Series A Preferred Stock and are
currently issued and outstanding. Effective January 1, 2001, each share of
issued and outstanding common stock and each share of issued and outstanding
preferred stock were subdivided into ten shares of common stock and preferred
stock, respectively, resulting in a ten-for-one forward split of both common and
preferred stock.
Business of the Issuer.
-----------------------
Our long-term business goals include the development and production of
children's television programs, Christian videos, Family Entertainment
television programs, CD music production, e-commerce Internet websites focused
on the entertainment industry and music publishing. The market for this product
and these services is worldwide, although the company will devote most of its
efforts within the continental United States. We believe that there are
approximately 200 separate television-viewing markets in the United States
alone.
In 2001, we focused our efforts on raising the necessary funds to produce a
pilot episode of a television program and first video entitled "Gina D's Kid's
Club" that is targeted to 2-5 year old children. The properties we initially
focused on were new characters that have been integrated into this program.
In lieu of the new direction we undertook in September 2001 to enter the
video market, we terminated the Agreement with DLT Entertainment, Ltd. ("DLT"),
whereby if DLT obtained a broadcast commitment, we would grant DLT the
exclusive, worldwide right to distribute, license, market and exploit the "Gina
D's Kid's Club" program (the Program") in all form of television media,
including video, CD-Rom, DVD, video games, armed forces and in-flight-use.
2
We estimate the total cost to produce the initial video, episode was
approximately $350,000, including the cost of designing and building a state of
the art 3 dimensional animated virtual reality stage set, costumes and other
materials that will be used in the initial episode, as well as future planned
episodes. By producing the show in the Orlando, Florida area, rather than Los
Angeles or New York, we believe that we can produce the additional episodes at a
cost of approximately $135,000 per episode, as opposed to $350,000 to $400,000,
while utilizing local production resources and talent to produce quality
comparable to that of shows produced by Disney or Warner Brothers. The Company
is anticipating to produce 12 more video episodes beginning in 2002.
We also are considering creating a separate version of the "Gina D's Kid's
Club" program as a Christian home video product geared to the Christian market,
and have signed a Distribution Agreement with Faith Works who will distribute to
Christian book stores and other retail outlets, CD Rider and the Library Video
Company who distribute to public schools and libraries. Accordingly to industry
statistics, Christian music, Christian publishing and Christian home videos are
estimated to be an $8 billion annual industry. For example, a series of
Christian Videos entitled "Veggie Tales" have sold approximately 20,000,000
copies at a retail price of $15.00 each.
On March 27, 2001, we entered into an Interim Management Services Agreement
with Hacker-Rumsey ("HR"), whose partners are Donald L. Hacker and Royce Rumsey,
whereby HR will provide public and private fundraising support, direct the
design, development and market research and planning of the company's television
properties, including the "Gina D and the Icely Bros." program, establish third
party relationship with our advertising, distribution and broadcast partners,
prepare a plan under which we can generate maximum revenues from our
entertainment properties, an undertake such other activities as will help us
achieve our broader objectives. HR has been granted reasonable authority to
conduct day-to-day management activities. The term of this agreement is three
months, beginning effective March 1, 2001. We have the option to extend the
agreement through July 1, 2001. For its services, we will pay HR a total of
$90,000 for the regular term, and an additional $30,000 if the agreement is
extended through July 1, 2001. HR has granted us an option to exploit certain HR
television properties. The term of this option is for one year commencing March
1, 2001. As consideration for this option, we have agreed to pay HR the sum of
$50,000 and to issue HR stock warrants to purchase up to 30,000,000 shares of
our common stock at an exercise price of $.001 per share. The term of each of
the warrants is three years. The option fees are to be used to produce two
multimedia presentations for sales and marketing purposes of the HR-developed
properties under option. All rights to HR properties revert in full if we do not
meet certain conditional financing and re-capitalization terms or we cannot
agree with HR on an anticipated employment contract. In the event of such
reversion, HR would forfeit all stock warrants and repay the $50,000 fee. In
3
January 2002, the Company re-negotiated this Agreement with H-R for only
6,500,000 shares of common stock which saved the Company a considerable amount
of stock and cash and pursuant to which Messrs. Hacker and Rumsey H-R signed a
new two year Consultant Agreement and resigned from the Board of Directors.
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. The next level of competition is from other independents 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. We expect our distributors, to provide the support necessary
to enable us to compete in this marketplace.
Sources of Supply
-----------------
We expect 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 principle creative officers
and directors have spent a substantial time developing our television program
and related products during the last three fiscal years. They will be in charge
of the production of the programming on an ongoing basis.
Dependence on Customers
-----------------------
We do not anticipate that we would be 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.
Intellectual Property
---------------------
We have determined to focus our primary efforts on audio and video
production for television and Christian Videos and more specifically on the
present development 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
30,000,000 shares of our common stock at par value that will be registered in
our public offering. In order to keep these rights beyond the one-year option,
the Company must produce a minimum of ten (10) half-hour episodes plus two (2)
4
Home Video products during the option period that will be available to consumers
in retail stores, Home Shopping Club or Christian television outlets, schools
and bookstores. If we fail to meet this obligation, all rights revert back to
Mr. and Mrs. DiFrancesco immediately after the one-year Option period. If the
company meets its obligations, we will have the rights for an additional 20
years. At the end of 20 years, all rights revert back to J&B DiFrancesco their
assigns and heirs. 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 addition, an Option Agreement for the rights of the project
"Praise-n-Shine" have been entered into with Beyond The Kingdon, Inc. We agreed
to cover all production costs in the amount of $150,000 and to pay a royalty
equal to 5% of all gross revenues from video sales and sub-licenses for 10
years.
Governmental Regulation
-----------------------
The Federal Communications Commission Rules of Broadcast mandate that
broadcasters must broadcast educational programs for children or lose their
broadcast license. The programs that we plan to produce will be 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, we believe that
governmental regulation on the business will have a positive effect on our
business activities.
Costs and Effects of Compliance with Environmental Laws
-------------------------------------------------------
We comply with all applicable federal, state, and local environmental laws
and regulations, none of which we believe have a material effect on its
operations and business.
Employees
---------
We currently have 2 full-time employees and no part-time employees. As of
the end of the 2001 calendar year, we had only two full-time employees and no
part-time employees. We have no plan to hire any additional employees in the
immediate future.
Research and Development
------------------------
During 2000 and 2001, we spent approximately $650,000 on the development
and production of the pilot episode and the promotional video for the "Gina D's
Kid's Club" program.
5
Reports to Security Holders
---------------------------
We file reports with the Securities and Exchange Commission, including
quarterly reports on form 10-QSB, annual reports on Form 10KSB, interim reports
on Form 8-k, proxy statements and information statements. The public may read
and copy any materials filed with the SEC at its Public Reference Room at 450
5th Street, NW, Washington, DC 20549. The public may also obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We are an electronic filer. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of that site is
http://www.sec.gov
Item 2. Properties.
We presently lease a small, one-room office located at 120 International
Parkway, Suite 220, Heathrow, Florida, for a monthly rental of $450. The lease
is on a month-to-month basis. We believe these facilities will be adequate for
our purposes because our primary business will be conducted in rented
professional recording studios and facilities of subcontractors used in the
television, motion picture, and recording business.
Item 3. Legal Proceedings.
None
Item 4. Submission Of Matters To A Vote Of Security Holders
None
PART II
Item 5. Market For Registrant's Common Equity And Related Stockholder Matters
Our common stock began trading on the NASDAQ over-the-counter bulletin
board under the symbol "RMOO" on December 1, 2000.
The following table sets forth the range of high and low bid prices for the
common stock for the period beginning January 1, 2001 and ending December 31,
2001, as reported by NASDAQ. These over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission, and may not
necessarily represent actual transactions. The prices do reflect the 10-for-1
forward split effective January 1, 2001.
Common Stock High ($) Low ($)
------------ -------- -------
1st Quarter 2001 $ .38 (3.80 pre-forward split) $ .05
2nd Quarter 2001 $ .05 $ .015
3rd Quarter 2001 $ .015 $ .003
4th Quarter 2001 $ .003 $ .155
6
As of April 15, 2002, approximately 317,331,806 shares of our common
stock were outstanding and, as far as we can determine, were held by
approximately 861 shareholders.
We have not paid any cash dividends since our inception and do not
anticipate paying cash dividends in the foreseeable future.
Item 6. Plan of Operation
The Company amended it Articles of Incorporation to change it name to
Raven Moon Entertainment, Inc. and elected Joey DiFrancesco, Chairman,
Bernadette DiFrancesco, Stephen Chrystie, Thomas Hotopp, Norman P. Weinstock,
Anthony Arcari, Donald L. Hacker and Royce Rumsey as directors of the company to
serve for a one year term beginning September 1, 2001. In January 2002,
Hacker-Rumsey renegotiated their consulting agreement and decided it would be in
the best interest of the Company to resign from the Board of Directors.
Our research has indicated that television advertising revenues have
declined and are anticipated to decline further, and that television and cable
networks are cutting back on new program productions. However, the Christian
media market is believed to be growing and remains strong. Therefore, the
Company has determined to revise its plan to produce up to 65 half-hour episodes
of "Gina D's Kids Club" at a potential up-front cost of approximately $6,500,000
and to develop, produce and market 12 additional "family values"- home video
products. These products can be marketed directly to consumer through
infomercials on television stations, bookstores, print advertising, the Internet
and other direct sales and marketing companies.
In order to do this, the Company established a wholly owned subsidiary
company called: Raven Moon Home Video Products, LLC ("Video LLC"). The Video LLC
filed its Articles of Organization with the Florida Department of State on
September 26, 2001. The Company granted the Video LLC a limited, ten-year
license to produce and market a video version of the "Gina D's Kids Club"
program. Video LLC will bear all costs associated with the production,
distribution and sale of video products and will pay to the Company all net
profits after costs. The Video LLC has two classes of members. The Company is
the sole Class A member and serves as the managing partner. Only Class A member
interest have voting rights in the LLC. Investors in the LLC will acquire Class
B member interests, which are non-voting. The Class B members will be entitled
to receive all distributions from the gross profits of Video LLC until such
holders have received an amount equal to their initial investment. Thereafter,
the Class B holders will receive 15% of all gross profits derived from the sale
of any products produced by Video LLC.
7
The first product that has been completed for distribution is a family
values-themed home video called "Gina D's Kids Club" targeted to 2-5 year old
children. This product contains positive sing-along songs, funny, live-action
educational characters and animated a safety message called "Mr. Bicycle Man".
A second project we acquired this quarter is an adventure series called
"The KnightLights" who recently changed its name to: "The Luma-Knights". The
series is a collection of twenty books written by author D.W. Moore that helps
children between the age of 6 and 11 years old not to be afraid of the dark. On
July 11, 2001, we entered into an agreement with The KnightLights Foundation,
Inc., a Florida corporation (the "Foundation"), to acquire the assets and rights
to "KnightLights" valued at $200,000. The Company issued 5,000,000 shares of
common stock valued at $.02 per share (for an aggregate value of $100,000) and
issued warrants to purchase an additional 100,000 shares at an exercise price of
$.02 per share (aggregate exercise price of $2,000). We also issued an
additional 2,000,000 shares valued at $.05 per share (for an aggregate value of
$100,000), and issued warrants to purchase an additional 100,000 shares at an
exercise price of $.05 per share (aggregate exercise price of $5,000). All of
the warrants have been exercised. Finally, the Foundation has been granted a 2%
gross royalty on income received from the "KnightLights" project along with a
10% royality as income for original artwork.
We entered into a ten year license agreement with the Video LLC covering
the limited rights to produce, market and distribute a video based on the
"KnightLights" series. The Company plans to develop a home video for this
project with the funds from Video LLC, in addition to other "Gina D's Kids Club"
videos and music cd's.
Management has begun to commence initial operations with funding of
approximately $4,300,000 from a private offering by the Video LLC.
In addition, we to produce two versions of a new home video exercise
product for Christian women called "Praise-n-Shine". One version will be a
multi-cultural Gospel version and the second will be a Latino version. The
Company intends to enter into a ten-year license agreement with Beyond the
Kingdom, Inc., to acquire the rights to this product. Class B member interest
will be non-voting. Class B members will be entitled to receive all
distributions from gross profits until holders have received an amount equal to
their initial investment, and thereafter 15% of gross profits derived from the
sale of products produced by Health LLC.
We have also entered into a Marketing Agreement with Management
Solutions International, Inc. and received a purchase order from Clean World
Productions for 50,000 "Gina D's Kid's Club" videos. We will be paid as
Clean World Productions sell these videos to non-profit organizations, such as
churches, hospitals and schools.
8
On September 17, 2001, we entered into a public relations agreement with
Big Apple Consulting. The term of the agreement was six months and we renewed
the agreement for an additional one year period.
The Company currently has two employees, and has no plans to add
additional employees in the near future.
We plan to produce a home video library of up to 12 half-hour episodes
of "Gina D's Kid's Club," a video and television show targeted to 2-5 year old
children at a cost of $1,800,000, thus developing two product at a cost of one.
The program features a host named "Gina D" and other Kid Club friends that are
all part of the rights Option package.
They include characters such as "Hammy," "Fishy," "Kitty," "Simon," "TV
Ted," and "Miss Muffin." Although we also own the rights to an exclusive Option
to "Baby and the Transistor Sisters", they do not appear in the initial pilot.
In 2001, we raised approximately $104,000 in a LLC private offering. We
also require funds for working capital of $1,000,000 and funds $1,000,000 for
administration and marketing costs. We do not intend to sell stock to raise the
money unless it is absolutely necessary.
We plan to use the capital from the LLC offering to build a library of
up to 13 half-hour television episodes and home video products. In addition, the
funds will be used to create Internet websites to market tied-in branded
products and to create music CD's, for distribution in the United States and
abroad.
With these resources in place and with the expected market penetration
and acceptance of the company's TV characters, we will be in a position to
attempt to exploit this fast growing and very profitable segment of the market
(i.e., entertainment items for 2 year olds to 5 year olds).
In addition to the secular version, we will have a separate version of
the "Gina D's Kid's Club" show containing "a message from god," specifically
targeted to the Christian audience as many of the values expressed in the
program overlap with traditional Christian values. We estimate this market to be
significant, based on sales of home videos and related products of other
Christian video series, such as the "Veggie Tales" series, which sold
approximately 20,000,000 retail copies at approximately $15 each.
The full cost of the development, pre-production, production and editing
of one (1) half-hour television pilot episode, an 11 minute test video, a
revised half-hour television pilot episode and a 4 minute marketing tape, did
9
not to exceed $500,000. Because of a lack money and in order to prevent the
Company from filing bankruptcy in 2000 and defaulting on its contractual
obligation to it's television distributor DLT Entertainment, management offered
a special reward investment program to current stockholders which enabled us to
raise approximately $604,000 in 2000 and 2001 and avoid filing for bankruptcy.
The funds raised were used to produce the television pilot and meet the
Company's contractual obligation to its television distributor. As a result, the
company terminated its working relationship with International Investment
Banking, Inc. Because the television pilot was completed our distributor can now
begin to present the program to potential television broadcasters, home video
distributors, and foreign broadcasters. The cost quote includes the full cost of
designing and building a virtual reality 3D set, costumes and other materials
that were used in the pilot and will be used in the other 64 episodes.
Additional episodes will average approximately $135,000 per episode.
Budgeted as expenses to be funded from the LLC offering are anticipated
legal expenses, SEC filing fees, auditing costs, debt repayment, marketing,
printing, syndication, production, talent, operating, administration, travel and
entertainment expenses, and general operating expenses.
We expect to meet our additional personnel needs through the hiring of
independent contractors. 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. Recently the Company signed a 36 month
financing agreement with MG Studios to produce 12 new episodes of Gina D's Kids
Club".
10
Item 7. Financial Statements.
RICHARD L. BROWN & COMPANY, P.A.
Certified Public Accountants
----------------------------
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors and Stockholders of
Raven Moon Entertainment, Inc.
(formerly Raven Moon International, Inc.)
We have audited the accompanying consolidated balance sheets of Raven Moon
Entertainment, Inc. and subsidiary as of December 31, 2001 and 2000, 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 Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes 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, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Raven Moon
Entertainment, Inc. and subsidiary as of December 31, 2001 and 2000 and the
results of their operations and their 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 5, 2002
F-1
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RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
Consolidated Balance Sheets
December 31, 2001 and 2000
ASSETS
2001 2000
----------- -----------
Cash $ 16,397 $ --
Receivable from affiliated company 4,223 266,232
Advances -- 20,000
Office equipment, net of $5,329 and $3,571 of
accumulated depreciation 1,571 3,329
Master production costs -- 50,754
Royalty rights -- 50,000
Production rights -- 3,000
Organization costs, net of $14,070 and $10,162 of
accumulated amortization 5,468 9,376
Intellectual properties 200,000 --
Advance on future royalities - related party 20,000 --
----------- -----------
$ 247,659 $ 402,691
=========== ===========
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY
Bank overdraft $ -- $ 280
Accounts payable to third parties -- 33,962
Accrued interest on debentures -- 20,119
Accrued salaries and wages to officers 685,480 331,200
Accrued consulting fees 295,000 --
Accrued interest payable to officers and related parties 78,717 47,170
Notes payable to officers and related parties 264,295 489,781
Loans from shareholders 82,000 87,000
Advance from Class B Members of LLC 104,600 --
Debentures payable 30,000 566,569
----------- -----------
Total liabilities 1,540,092 1,576,081
COMMITMENTS AND CONTINGENCIES (note 7)
DEFICIT IN STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, authorized 800,000,000 shares;
issued and outstanding 6,024,755 in 2001 and 21,125,730 in 2000 602 2,113
Common stock, $.0001 par value, authorized 800,000,000 shares;
issued and outstanding 302,472,722 in 2001 and 99,962,420 in 2000 30,247 9,996
Additional paidin capital 7,597,865 2,455,814
Accumulated deficit (8,921,147) (3,641,313)
----------- -----------
Total deficit in stockholders' equity (1,292,433) (1,173,390)
----------- -----------
$ 247,659 $ 402,691
=========== ===========
See notes to Consolidated Financial Statements.
F-2
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2001 and 2000
2001 2000
----------- -----------
REVENUES:
Sales $ 7,110 $ 6,702
----------- -----------
COSTS AND EXPENSES:
Consulting fees 849,709 792,140
Depreciation 1,758 1,758
Interest expense 38,079 67,290
Write - off of intellectual property 103,754 --
Option rights to intellectual property 585,000 --
Production expense 1,651,734 105,303
General and administative expense 2,056,910 567,633
----------- -----------
Total costs and expenses 5,286,944 1,534,124
----------- -----------
Net loss $(5,279,834) $(1,527,422)
=========== ===========
Net loss per share $ (0.03) $ (0.02)
=========== ===========
See notes to Consolidated Financial Statements.
F-3
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RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
For the years ended December 31, 2001 and 2000
Preferred Stock Common Stock
---------------------------- ----------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------
Balance December 31, 1999 2,081,780 $ 208 53,901,230 $ 5,390
Preferred shares issued 19,043,950 1,905 -- --
Shares issued for cash -- -- 240,000 24
Shares issued for expenses -- -- 27,281,190 2,728
Shares issued with debentures -- -- 18,540,000 1,854
Net loss for the year -- -- -- --
------------ ------------ ------------ ------------
Balance December 31, 2000 21,125,730 $ 2,113 99,962,420 $ 9,996
Preferred shares issued for
beneficial conversion feature 2,273,320 227 -- --
Preferred shares issued for
expenses 7,940,500 794 -- --
Preferred shares issued for
loan payment 6,449,500 645 -- --
Conversion of preferred stock to
common stock (23,064,295) (2,307) 23,064,295 2,307
Common stock warrants granted
to officers and directors -- -- -- --
Common stock options granted
to related party -- -- -- --
Exercise of warrants -- -- 3,200,000 320
Exercise of options -- -- 7,000,000 700
Shares issued for conversion of
debenture -- -- 72,612,504 7,261
Shares issued for intellectual
property -- -- 7,000,000 700
Shares issued for option
on rights's to Gina D -- -- 30,000,000 3,000
Shares issued for expense -- -- 65,993,003 6,599
Shares issued for loan repayment -- -- 90,000 9
Cancelled shares (8,700,000) (870) (6,449,500) (645)
Net loss for the year -- -- -- --
------------ ------------ ------------ ------------
Balance December 31, 2001 6,024,755 $ 602 302,472,722 $ 30,247
============ ============ ============ ============
See notes to Consolidated Financial Statements.
F-4
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RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
For the years ended December 31, 2001 and 2000
(Continued)
Additional
paid-in Accumulated
capital deficit Total
------------ ------------ ------------
Balance December 31, 1999 $ 1,687,759 $ (2,113,891) $ (420,534)
Preferred shares issued -- -- 1,905
Shares issued for cash 466 -- 490
Shares issued for expenses 767,589 -- 770,317
Shares issued with debentures -- -- 1,854
Net loss for the year -- (1,527,422) (1,527,422)
------------ ------------ ------------
Balance December 31, 2000 $ 2,455,814 $ (3,641,313) $ (1,173,390)
Preferred shares issued for
beneficial conversion feature -- -- 227
Preferred shares issued for
expenses 237,206 -- 238,000
Preferred shares issued for
loan payment 86,515 -- 87,160
Conversion of preferred stock to
common stock -- -- --
Common stock warrants granted
to officers and directors 12,000 -- 12,000
Common stock options granted
to related party 70,700 -- 70,700
Exercise of warrants 42,680 -- 43,000
Exercise of options 139,300 -- 140,000
Shares issued for conversion of
debenture 1,270,325 -- 1,277,586
Shares issued for intellectual
property 199,300 -- 200,000
Shares issued for option
on rights's to Gina D 582,000 -- 585,000
Shares issued for expense 2,485,519 -- 2,492,118
Shares issued for loan repayment 14,991 -- 15,000
Cancelled shares 1,515 -- --
Net loss for the year -- (5,279,834) (5,279,834)
------------ ------------ ------------
Balance December 31, 2001 $ 7,597,865 $ (8,921,147) $ (1,292,433)
============ ============ ============
See notes to Consolidated Financial Statements.
F-4(Con't)
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RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon international, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001 and 2000
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(5,279,834) $(1,527,422)
Adjustments to reconcile net loss to net cash used
by operating activities:
Decrease (increase) in advances 20,000 (17,200)
Decrease (increase) in receivables from
affiliated company 262,009 (266,232)
Depreciation and amortization 5,666 5,666
Writeoff of production and royalty rights 103,754 --
Increase in advanced royalty payments to related party (20,000) --
Incerese (decrease) increase in accounts payable to third parties 261,037 (28,538)
(Decrease) increase in accrued interest on debentures (20,119) 20,119
Increase in accrued salaries and wages to officers 354,280 288,000
Increase in accrued interest payable to officers and related parties 31,547 47,170
Increase in payable to affiliated company -- 48,864
Common stock options granted for expenses 12,000 --
Common stock warrants granted for expenses 70,700 --
Shares issued for expenses 3,315,118 770,317
----------- -----------
Net cash used by operations (883,842) (659,256)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from sale of Class B Membership Units 104,600 --
Proceeds from sale of preferred stock -- 1,905
Proceeds from sale of common stock -- 2,344
Proceeds from exercise of options 140,000 --
Proceeds from exercise of warrants 43,000 --
Proceeds from sale of debentures 741,245 566,569
Notes payable shareholders (5,000) 87,000
Notes payable officers and affiliated companies (123,326) --
----------- -----------
Net cash provided by financing activities 900,519 657,818
----------- -----------
Net increase (decrease) in cash 16,677 (1,438)
Cash at beginning of period (280) 1,158
----------- -----------
Cash at end of period $ 16,397 $ (280)
=========== ===========
See notes to Consolidated Financial Statements.
F-5
RAVEN MOON ENTERTAINMENT,INC.
(Formerly Raven Moon International, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001 and 2000
2001 2000
---------- ----------
NON CASH FINANCING ACTIVITIES
-----------------------------
Preferred shares issued for
beneficial conversion feature $ 227 $ --
========== ==========
Preferred shares issued for
loan payment $ 87,160 $ --
========== ==========
Shares issued for conversion
of indebtedness $1,277,586 $ --
========== ==========
Shares issued for intellectual
property $ 200,000 $ --
========== ==========
Shares issued for option
on rights's to Gina D $ 585,000 $ --
========== ==========
Shares issued for loan repayment $ 15,000 $ --
========== ==========
See notes to Consolidated Financial Statements.
F-6
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
Note 1 DESCRIPTION OF THE COMPANY
Raven Moon Entertainment, Inc. (Formerly known as Raven Moon International,
Inc.) and its subsidiary are primarily engaged in the production, development,
promoting, selling and distributing Family Values and Christian-oriented video
entertainment products. The market for these products is worldwide, although the
company will devote most of its efforts within the continental United States.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements
include the accounts of Raven Moon Entertainment, Inc. and its wholly owned
subsidiary Raven Moon Home Video Products, LLC. Inter-company transactions and
balances have been eliminated in consolidation.
REVENUE RECOGNITION - Revenue from distribution of Family Values and
Christian-oriented video entertainment products is recognized upon receipt of
payment or delivery of product, which does not vary significantly from the time
the products are shipped.
Sales to one customer accounted for 84% of revenue for the year ended December
31, 2001.
PRODUCTION COSTS - Production costs include costs to develop and produce Family
Values and Christian-oriented video entertainment products. These costs were
paid primarily to companies and individuals hired to perform a specific task.
The Company out-sources these activities in order to reduce overhead costs. As
of December 31, 2001 the Company has not commenced or completed any video
products intended for commercial sales or distribution.
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.
DEBT WITH STOCK PURCHASE WARRANTS AND BENEFICIAL CONVERSION FEATURES - The
proceeds received from debt issued with stock purchase warrants is allocated
between debt and the warrants, based upon the relative fair value of the two
securities and/or beneficial conversion features.
UNCLASSIFIED BALANCE SHEET - In accordance with the provisions of SOP 00-2, the
Company has elected to present an unclassified balance sheet.
F-7
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
INTELLECTUAL PROPERTY - Intellectual property is recorded at the lower of cost
or net realizable value.
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.
NET LOSS PER SHARE - Primary loss-per-share computations are based on the
weighted average number of shares outstanding during the period. The weighted
average number of shares outstanding were 211,017,072 and 71,154,233 for the
years 2001 and 2000, respectively. There were no outstanding common stock
equivalents.
INCOME TAXES - The Company has incurred approximately $8,900,000 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.
OFFICE EQUIPMENT - Office equipment is recorded at cost. Depreciation is
calculated using the straight-line method.
RECLASSIFICATIONS - Certain amounts reported in previous years have been
reclassified to the 2001 financial statement presentation.
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
These financial statements are prepared on a going concern basis which 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
F-8
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
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:
Generate profitable operations in the future.
Obtain additional financing.
These factors raise doubt about the Companys ability to continue as a going
concern. These financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
Management plans to raise capital through the issuance of additional common
stock, selling additional Class B membership units in the video products
subsidiary, and by actively seeking to develop its lines of business.
Note 4 INTELLECTUAL PROPERTY
During 1997, the Company acquired intellectual properties, production rights and
royalty rights in connection with an acquisition accounted for as a purchase. As
of the date this transaction was consummated, and currently, there were no
outstanding agreements or contracts related to the above productions. While
management believes these intellectual properties have significant value,
establishing this value in the absence of definitive agreements cannot be
accomplished. Therefore, during 2001 the Company has elected to write-off the
carrying value of these assets as the Company has no current plans to develop
these projects.
On March 27, 2001, the Company entered into an Interim Management Services
Agreement with Hacker-Rumsley (HR). The agreement was from March to July of 2001
and the Company paid approximately $290,000 and 6,500,000 shares of common
stock, issued in January 2002. For this payment the Company received certain
carrying interests and rights to three of the four HR owned properties, "The
Icely Brothers", "Wild Streets", "Star Ridz", and "Dirts Trax", based upon the
following terms:
o A recoupment of $200,000 in development costs on a pari parsu basis
with total production costs against series sold in market.
o An equal participation to HR Producers Share of Net Profits.
F-9
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
As of the date this transaction was consummated, there were no outstanding
agreements or contracts related to the above productions. While management
believes these intellectual properties have significant value, establishing this
value in the absence of definitive agreements cannot be accomplished. Therefore,
the Company has charged the costs associated with these production rights to
production expense because the Company has no current plans to develop these
projects.
On July 11, 2001, the Company purchased the assets and rights to intellectual
property from Knightlights Foundation, Inc. for $200,000, which approximates the
fair market value of the assets received. This acquisition was accomplished
through the issuance of 7,000,000 shares of the Company's common stock, and
consisted of twenty stories and related artwork. The Knightlights Foundation
will receive a 10% royalty for the original pencil artwork and a 2% royalty for
any artwork developed by the Company.
Note 5 DEBT
Debt for the company consists of the following:
Notes payable to officers and affiliated companies 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 2001.
Debentures payable are two year 12% convertible subordinated debentures due
January 10, 2003. Substantially all of the debenture holders have converted
the debentures into the Companys common stock.
The advances from Class B members of LLC are non-interest bearing. 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 investment. In
addition, the holders of the loans are entitled to annually receive 15% of all
gross profits of the LLC derived from the sale of Products. The Class B members
have no voting rights. The advances from Class B members have been recorded as a
liability because all advances must be repaid prior to any distributions to the
parent Company.
F-10
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
Note 6 RELATED PARTY TRANSACTIONS
The Company is affiliated through ownership of shares of the Companys common
stock by the following companies:
St. Anthony Entertainment, Inc.
Raven Moon, Inc.
J. & B. DiFrancesco, Inc. (Formerly St. Anthony Entertainment, Inc.)
Beyond the Kingdom, Inc.
T.V. Toys, Inc. (Formerly J. & B. DeFrancesco, Inc.)
The Company has incurred aggregate consulting, production, marketing
and management fees with:
2001 2000
---- ----
Officers, directors
and senior consultants $1,572,000 $ 620,000
========== ==========
Affiliates $ 362,000 $ --
========== ==========
On January 3, 2001 the Company entered into a talent agreement with Gina Mouery,
who is the hostess for the "Gina Ds Kids Club Show" and the daughter of Joey
DiFrancesco, President and Chief Executive Officer of the Company. Under terms
of the agreement, Mrs. Mouery granted the Company an exclusive, worldwide
license to use her name, the registered name "Gina D", her likeness and
performance for the "Gina Ds Kids Club Show" program. The term of the license is
ten years. The Company agreed to pay Ms. Mouery 3,200,000 shares, these shares
were valued at $544,000 and charged to consulting expense. The Company is
obligated to pay Ms. Mouery a monthly advance of $2,000 against one percent of
any and all gross revenues from the show and for a ten years following the term
of the license. The Company paid Ms. Mouery $20,000 in the current year and the
payments were recorded on the balance sheet as advance on future
royalties-related party.
F-11
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
The Company agrees to pay or reimburse her $635 a month for a leased car during
the first two years of the agreement. The Company paid approximately $7,200
which is included in the General and Administrative expenses in the current
year. The Company also granted Ms. Mouery options to purchase up to 10,000,000
shares of common stock at an exercise price of $.02 per share. Of these options,
7,000,000 were vested and exercised in January of 2001. Of the remaining options
2,000,000 will vest and be exercisable as of January 2002 and 250,000 will vest
and be exercisable on January 1 for each of the calendar years 2003 through and
including 2006.
On April 11, 2001, the Company issued a non refundable grant of 30,000,000
restricted shares of common stock, valued at $585,000, to 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 Ds Kids Club Show which have been created by Joseph and Bernadette
DiFrancesco. The Company was not able to meet its requirements under the option
agreement, and the option expired April 11, 2002. The Company charged the option
price to expense during the year 2001. The Company subsequently made a verbal
agreement with Joseph and Bernadette DiFrancesco to extend the option agreement
for an additional year.
On May 23, 2001 Ms. Mouery purchased a 12% convertible subordinated debenture
for $200,000. Ms. Mouery received 20,000,000 common stock warrants, which she
converted on July 23, 2001.
The officers' and directors' were granted the following common stock warrants
for a three year term:
Date Common Stock Warrants Exercise Price per Share
---- --------------------- ------------------------
April 5, 2000 7,500,000 $.044
September 1, 2001 15,000,000 $.003
F-12
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
During the year loans from officers, directors, senior management and related
parties are summarized as follows:
2001 2000
---- ----
Balance at beginning of year $489,781 $440,917
Increase in Loans 204,000 79,675
Payments on Loans (426,886) (30,811)
-------- --------
Balance at end of year $266,895 $489,781
======== ========
Interest expense accrued on these loans for the years 2001 and 2000 was
approximately $35,000 and $44,000, respectively.
During the year the officers and directors purchased approximately $206,000 of
debentures. With the debentures they received 1,855,520 shares of preferred
stock, which were converted into common stock. The warrants received with the
convertible debentures were converted into 6,474,976 shares of common stock.
Note 7 COMMITMENTS AND CONTINGENCIES
a) Under an arrangement approved by the board of directors, the
Company is obligated to pay the Chief Executive Officer and his
spouse, (Vice- president/Secretary) a 10% royalty on all gross
revenues.
b) The Company has entered into an employment contract with the
officers and senior consultant. Under the terms of the agreement,
the Company is obligated to make the following annual payments
through November 15, 2005.
2002 $ 425,000
============
2003 $ 510,000
============
2004 $ 612,000
============
2005 $ 627,000
============
c) 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.
F-13
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
d) On November 28, 2001, The Company entered into a consulting
agreement with Management Solutions International, Inc. (MSI) to
provide product sales, services, and raise investment capital.
The Company will compensate MSI as follows through September
2002:
1) Commissions of 12% of wholesale product sales.
2) Commissions of 24% of retail product sales.
3) Commissions of 10% for any capital raised from
Accredited Investors.
Note 8 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 options (including 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. As of April 5, 2002, no options have
been awarded under the plan.
Note 9 COMMON STOCK WARRANTS
Weighted Average
Shares Exercise Price
------ --------------
Outstanding at December 31, 1999 -- --
Granted 7,500,000 $ .044
---------
Outstanding at December 31, 2000 7,500,000 .044
Granted 18,200,000 .005
Exercised (3,200,000) .013
----------
Outstanding at December 31, 2001 22,500,000 .017
==========
The exercise price and the fair market value of the common stock warrants
granted in 2000 were the same. This value was determined by the Board of
Directors. The exercise price for 15,000,000 of common stock warrants issued to
directors in 2001 was $.003 per share. The fair market value at the date of
grant was $.008 per share.
The weighted average fair value of warrants granted during 2001 and 2000 were
$.008 and $.044, respectively. The weighted-average remaining life of warrants
granted were 2.20 and 2.26 years at December 31, 2001 and 2000, respectively.
Note 10 SUBSEQUENT EVENTS
Through April 5, 2002, the Company has obtained an additional $199,000 through
the sale of Class B membership units in Raven Moon Home Video Products, LLC.
On March 21, 2002, the Company entered into an agreement with Lanny Sher and
Public Relation Associates to provide promotional services to obtain air play,
interviews and exposure for "Gina D's Kids Club" video, CD and the "Mr. Bicycle
Man" Safety PSA as well as publicity and public relations services. The term of
this agreement is for six months at an estimated cost of $30,000.
On March 25, 2002, the Company entered into an agreement with MG Studios for the
production of twelve videos of "Gina D's Kids Club". MG Studios will finance and
provide all the pre-production, production and post production facilities, work
and services necessary to complete the twelve videos. The Company is obligated
to pay $10,000 on June 1, 2002, and to pay MG Studios on a regular basis, but
not more than $10,000 per week. The cost per episode is estimated at $135,700.
Any changes during production approved by the Company which results in
additional costs, will be added to the estimated cost per episode. If total
charges for all twelve episodes exceed $1,800,000, the Company will incur
interest charges at 8% on the excess. If the Company fails to make its required
payments to MG Studios, it will also incur interest at 8%.
F-14
[Enlarge/Download Table]
RAVEN MOON ENTERTAINMENT, INC.
(Formerly Raven Moon International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Continued)
Note 11 - Quarterly Financial Results (unaudited):
Quarterly financial results for the year ended December 31, 2001 as originally
reported and as restated are as follows:
Three months ended
-------------------------------------------------------
March 31, June 30, September 30, December 31,
2001 2001 2001 2001
---------- ----------- ----------- -----------
Net revenues $ -- $ -- $ -- $ 7,110
========== =========== =========== ===========
Net loss, originally reported $ (554,982) $ (480,274) $ (471,414) $(3,773,173)
===========
Adjustment for:
Stock-based compensation (1,398,519) (595,741) (169,380)
----------- ----------- -----------
Net loss, as restated $(1,953,501) $(1,076,015) $ (640,794)
=========== =========== ===========
Net loss per share,
originally reported: $ (.0052) $ (.0024) $ (.0020) $ --
===========
Adjustment for:
Stock-based compensation (.0130) (.0029) (.0007)
----------- ----------- -----------
Net loss per share, as restated $ (.0182) $ (.0053) $ (.0027)
=========== =========== ===========
The unaudited quarterly financial information in 2001, as originally reported,
has been restated to change the valuation of stock-based compensation.
Stock-based compensation is measured at the fair value of the securities issued
or the fair market value of the goods or services provided. Prior to 2001, the
Company did not have a tracking stock. Therefore stock-based compensation was
based upon the estimated fair market value of the services provided. In 2001,
the Company continued this practice for the first three quarters, but determined
it would be more appropriate to utilize the discounted trading market prices of
the Company's common stock for measuring stock-based compensation.
F-15
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 59 President and a Director
Bernadette DiFrancesco 57 Vice President, Secretary and
a Director
Stephen Chrystie 66 Director
Thomas L.Hotopp 70 Director
Norman P. Weinstock 64 Director
Anthony Arcari 59 Director
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 - President and Director. Mr. 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
11
November 1999 to date, Mr. DiFrancesco has served as President of Raven Moon,
Inc., a Florida corporation in the entertainment industry. Mr. DiFrancesco also
serves as director of this company. From 1994 to date, Mr. DiFrancesco has
served as President and a director of J & B DiFrancesco, Inc., a Florida
corporation in the entertainment business.
Bernadette DiFrancesco - Vice President and Director. Mrs. DiFrancesco has
served as Vice President and a director of the Company since November of 1999.
Mrs. DiFrancesco has been self-employed with her husband, Joey DiFrancesco 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 in December 1998. From 1994 to date, Mrs.
DiFrancesco has served as Vice President and a director of J & B DiFrancesco,
Inc., a Florida corporation in the entertainment business.
Stephen Chrystie - Director. Mr. Chrystie has served as a Director of the
Company since November 1999. Mr. Chrystie was a practicing attorney in the state
of California from 1963 until his retirement in 1998. He specialized in banking,
bankruptcy, commercial and entertainment law. Mr. Chrystie now serves as the
Director of a non-profit corporation serving at-risk youth, with offices in Los
Angeles, California. On September 10, 1999, Mr. Chrystie, both individually and
as Stephen Chrystie and Associates, filed for chapter 7 bankruptcy under case
number LA99-42167TD. Both cases were discharged on January 10, 2000.
Thomas L.Hotopp - Director. Mr. Hotopp, has a very broad business background and
holds a degree in Business Administration. He is a Registered Representative in
a stock brokerage member firm and licensed Real Estate Broker. He is the owner
of several companies including Tom Allison Co., T & A Company, a partner in an
oil, gas drilling and exploration company and in investor in Citizens National
Bank of SW Ohio. He is involved in many Community Service projects including the
local Jaycees, Boy Scouts, was past president of the Rotary Club, and was a
member of the Small Business Council for US Congressman Thomas Kindness.
Norman P. Weinstock, Director. Mr. Weinstock has a Bachelors of Science. degree
in Business Administration. Having spent over 20 years in the dental industry,
Mr. Weinstock is the President of the Zahn Dental Company. He formed a
partnership with the Henry Schein Company to purchase the Zahn Dental Company,
which is now the world's largest dental laboratory supply company. He is also
Vice President of Henry Schein, Inc. and President of the Dental Manufacturers
of America.
12
Anthony Arcari, Director. Mr. Arcari is a graduate of the Boston School of
Mechanical Dentistry, Boston MA. He has spent many years in the Dental Lab
business and presently owns Affordable Family Dental Clinic in Boston.
Meetings and Committees of the Board
------------------------------------
The Board of Directors met one time during the 2001 fiscal year, and took
action by written consent numerous times. The Board of Directors currently has
no committees and none are anticipated at this time.
Compliance With Section 16(A) Of Securities Exchange Act Of 1934
----------------------------------------------------------------
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, 2001, except as set forth below, directors, officers and
greater than ten percent beneficial owners complied with all applicable Section
16(a) filing requirements.
Anthony E. Arcari:
Mr. Arcari did not file a report on Form 3 at the time that he became a director
on September 1, 2001.
Stephen Chrystie:
Mr. Chrystie did not timely file a report on Form 5 for the year ending December
31, 2000 covering three separate transactions. In addition, Mr. Chrystie did not
file a Form 4 covering one transaction occurring in August 2001.
Joseph DiFrancesco:
Mr. DiFrancesco did not timely file the Form 5 for the year ended December 31,
2000. In addition, he did not timely file three Form 4's for transactions
occurring in February 2001, April 2001 and May 2001.
Bernadette DiFrancesco:
Mrs. DiFrancesco did not timely file the report on Form 5 for the year ended
December 31, 2000. In addition, she did not timely file three Form 4's for
transactions occurring in February 2001, April 2001 and May 2001.
13
Joseph and Bernadette DiFrancesco, Inc.
Joseph and Bernadette DiFrancesco, Inc. did not file a report on Form 5 for the
year ended December 31, 2000.
Donald Hacker
Mr. Hacker did not file a report on Form 3 at the time that he became a director
on September 1, 2001.
Gina Mouery
Mrs. Mouery did not file a Form 3 upon acquiring 10% of the outstanding stock of
the Company.
Royce Rumsey
Mr. Rumsey did not file a report on Form 3 at the time that he became a director
on September 1, 2001.
Norman Weinstock
Mr. Weinstock did not timely file a report on Form 3 at the time that he became
a director on September 1, 2001.
Compensation of Directors
-------------------------
As compensation for their services, in September 2001, we issued to each
Director a warrant to purchase up to 15,000,000 shares of the Company's Common
Stock at an exercise price of .003 per share. No additional warrants have been
issued to directors as compensation, and no additional warrants are contemplated
at this time. Directors are not otherwise compensated for their services as
such. We also reimburse each Director for actual expenses incurred by them in
attending meetings of the Board of Directors.
Item 10. Executive Compensation.
The Company has two executive officers, Joey DiFrancesco and Bernadette
DiFrancesco. Except for $5,000, the Company did not pay the bulk of their
salaries to either of these individuals during the fiscal year ended December
31, 2001. The Company did provide medical insurance and leased vehicles as
discussed below.
14
The Table below sets forth the accrued but unpaid compensation owed to Mr.
DiFrancesco, our President, for each of the past two fiscal years.
-------- ----------------------------------- -----------------------------------
Year Accrued and Unpaid Salary Other Compensation Paid
-------- ----------------------------------- -----------------------------------
1999 43,200
-------- ----------------------------------- -----------------------------------
2000 331,200 2,500,000 warrants
-------- ----------------------------------- -----------------------------------
2001 685,480 2,500,000 warrants
-------- ----------------------------------- -----------------------------------
On June 1, 1997, one of our predecessors, International Resorts and
Entertainment Group, Inc., entered into an employment agreement with Joey
DiFrancesco, our President. This agreement was amended on November 3, 1998 and
again on November 19, 1999. The agreement, as amended, provides that Mr.
DiFrancesco is employed as President and Chief Executive Officer for a
seven-year term of employment commencing November 16, 1999. The initial yearly
salary was $180,000, with 20% increases per year, plus an annual bonus of 3.5%
to 10% of that year's annual salary, subject to certain conditions and approval
by the Board of Directors. Mr. DiFrancesco has the right and option to renew the
agreement for an additional 7-year term. If Mr. DiFrancesco is removed as
President or Chief Executive Officer, or his duties diminished without his
consent, or if we do not renew the agreement and he does not consent to such
nonrenewal, then Mr. DiFrancesco is entitled to receive an amount equal to the
full 7 year's salary, if the termination or nonrenewal is without justification,
or an amount equal to 50% of the full 7 years' salary payable in four annual
installments. As amended on November 19, 1999, the agreement also provides for
Mr. DiFrancesco and his wife to receive a "Founders" royalty of 10% of any and
all gross entertainment revenues received by the company in conjunction with any
entertainment projects developed and/or produced by the company during the term
of his employment. Such royalty is to be paid to them annually between each
November 16th and December 31st in perpetuity. As of December 31, 2001, we owed
Mr. DiFrancesco $518,080 in accrued and unpaid combined salaries.
We also entered into an employment agreement with Bernadette DiFrancesco on
Jun 1, 1997, as amended on November 3, 1998, and amended again on November 16,
1999. Mrs. DiFrancesco's agreement is identical in terms to that of Mr.
DiFrancesco, except that she is employed as Vice President and Secretary, and
her initial annual salary was $60,000. Her salary also is subject to a 20%
annual increase. Mrs. DiFrancesco also may be paid an annual bonus of 3.5% to
10% of her annual salary, based on performance over projections and subject to
approval by the board of directors. If Mrs. DiFrancesco is removed as Vice
President or Secretary, or her duties diminished without her consent, or if we
do not renew the agreement and she does not consent to such nonrenewal, then
Mrs. DiFrancesco is entitled to receive an amount equal to the full 7 year's
salary, if the termination or nonrenewal is without justification, or an amount
15
equal to 50% of the full 7 years' salary payable in four annual installments. As
amended on November 19, 1999, the agreement provides for Mrs. DiFrancesco to
receive with her husband the "Founders" royalty referenced above. As of December
31, 2001, the Company owed Mrs. DiFrancesco $171,400 in accrued and unpaid
salaries.
We also lease two automobiles for use by Joey and Bernadette DiFrancesco.
Each lease was recently renewed for a three-year term. One lease is for $300 per
month, and the other is for $833 per month.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of April 15, 2002, the beneficial
ownership of the Company's Common Stock (i) by the only persons who are known by
the Company to own beneficially more than 5% of the Company's Common Stock; (ii)
by each director of the Company; and (iii) by all directors and officers as a
group. Percentage ownership is based on 317,331,806 shares of Common Stock
issued and outstanding as of April 15, 2002 a ten-for-one forward split of the
Company's Common Stock effective January 1, 2001.
Name and Address
of Beneficial Owner Number of Shares Percent of Class
------------------------------- ---------------- ----------------
Joseph & Bernadette DiFrancesco(1)
2221 Springs Landing Blvd.
Longwood, FL 32779 42,000,000 13.23%
Stephen Chrystie (2)
270 N. Cannon Drive
Beverly Hills, CA 90210 576,680 *
Thomas Hotopp
2531 Symphony Lane
Dayton, OH 45449 1,237,280 *
Anthony E. Arcari
1 Strawberry Lane
N. Reading, MA 01864 1,731,408 *
16
Norman Weinstock
43 Crest Road
Framingham, MA 01702 1,570,360 *
Donald L. Hacker
11673 Ramsdell Ct.
San Diego, CA 92131 3,800,000 1.19%
Royce Rumsey
264 Cajon
Laguna Beach, CA 92651 2,700,000 *
All executive officers and
directors as a group (1), (2) 53,615,728 16.9%
* Less than 1%
1. Includes 12,650,520 shares owned by Mr. and Mrs. DiFrancesco as joint
tenants, and 30,000,000 shares held by the Bernadette DiFrancesco Trust of
which Joseph and Bernadette DiFrancesco are co-trustees.
2. The numbers set forth above include warrants to purchase up to 2,500,000
shares of the Company's Common Stock issued to each of Mr. DiFrancesco,
Mrs. DiFrancesco and Mr. Chrystie. The warrants were issued April 5, 2000
and expire April 5, 2003 and are exercisable at any time prior to
expiration at an exercise price of $.044 per share.
17
The number of shares beneficially owned by each director or executive officer is
determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares that the individual has the right to
acquire within 60 days of the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person has the sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the table.
Item 12. Certain Relationships and Related Transactions.
Raven Moon, Inc. owed the company $266,232 as of December 31, 2000, which
was repaid during 2001. Currently Raven Moon, Inc. does not owe Raven Moon
International, Inc. any debt and subsequently there are no royalties or debts
owed to Raven Moon, Inc. by Raven Moon International, Inc. In addition, Raven
Moon, Inc. does not own any common or preferred shares whatsoever in Raven Moon
International, Inc.
The merger of Ybor City Shuttle Service, Inc., Raven Moon Entertainment and
International Resorts and Entertainment Group, Inc. on December 31, 1998,
resulted in Joey DiFrancesco and Bernadette DiFrancesco becoming shareholders in
the Company, both individually and as owners of corporate entities they control,
and both are now officers and directors of the company.
We previously issued 50,000 shares of our common stock to Stephen Chrystie
in consideration for his agreement to act as a Director. In 1998, we issued
2,668 shares to Mr. Chrystie as compensation for legal services. As adjusted for
the 10-1 forward split on January 1, 2001, these shares now total 526,680.
On April 11, 2000, we entered into an agreement with Joseph and Bernadette
DiFrancesco whereby we acquired a one-year option to the rights to the "Gina D
Kid's Club" program, certain cartoon characters featured in the program, and the
music publishing rights to songs written for and used in the program, in
exchange for 30,000,000 shares of our common stock. We agreed to register the
shares in our planned public offering. The agreement provides for the grant of
the rights for one year. During this one-year period, we must provide the
funding necessary to produce a minimum of 10 half-hour episodes of the program
and two home video products. In addition to getting the television program on
the air, we must place the home video product on the market through retail
stores, the Home Shopping Network or Christian television outlets, bookstores
and schools. If we comply with the foregoing requirements, we will have all
rights, including licensing and merchandising to the program and videos for the
one-year term and an additional 20-year period. All rights will revert back to
Mr. and Mrs. DiFrancesco after the 20-year period.
18
In April 2000, we issued to each director warrants to purchase up to
250,000 shares of the Company's Common Stock at an offering price equal to 80%
of the average closing prices for the Company's Common Stock for the five
trading days immediately following the date that the Company's Common Stock
commences trading in the over-the-counter market. On March 28, 2001, the Board
of Directors amended the exercise price to $.0001 per share. The number of
shares has been increased to 2,500,000 as a result of the 10-for-1 forward
split. The warrants expire April 17, 2003 and are exercisable at the election of
the holder thereof at any time during such period.
We also owe Mr. and Mrs. DiFrancesco approximately $ 685,480 in unpaid
salaries as of December 31, 2001.
We owe TV Toys, Inc. $ 45,602 including accrued interest as of December 31,
2001.
We owe John Pierce, as Trustee, approximately $ 264,225 plus accrued
interest of $ 78,717 as of December 31, 2001. The debt is evidenced by 5
separate promissory notes, each of which bears interest at the rate of 10% per
annum and each of which is due December 7, 2001. The principal amounts of the
notes are $78,717, $22,500, $20,000, $40,000, $45,602 and $150,193 . Mr. Pierce
is a former director of the company and is a current shareholder. The notes are
unsecured.
Mr. DiFrancesco and his wife own all the copyrights and trademarks to "Gina
D's Kids Club" which are optioned to the Company through April 1, 2003.
Effective January 1, 2001, we entered into a Talent Agreement with Gina
Mouery, the hostess for the "Gina D's Kids Club show. Ms. Mouery is the daughter
of Joseph and Bernadette DiFrancesco. Under the terms of the agreement, Ms.
Mouery granted us an exclusive, worldwide license to use her name, the
registered name "Gina D", her likeness and performance for the "Gina D's Kids
Club" program. The term of the license is ten years. We are obligated to pay Ms.
Mouery a monthly advance of $2,000 against one percent of any and all gross
revenues from the show we receive from any source and any media throughout the
world during the term of the license and for ten years following the term of the
license. We agreed to either reimburse her or pay her $635 a month for a leased
car during the first two years of the agreement. We also granted Ms. Mouery
options to purchase up to 10,000,000 shares of our common stock at an exercise
price of $.02 per share. Of these options 7,000,000 were vested and exercised in
January 2001. Of the remaining options, 2,000,000 will vest and be exercisable
as of January 1, 2002, and 250,000 will vest and be exercisable on January 1 for
each of the calendar years 2003 through and including 2006. We agreed to
register the shares issuable upon exercise of the option, either through a
19
registration on Form S-8 or through some other form of registration permitted
under applicable securities laws. In January 2002,this agreement was amended and
additional 2,000,000 options were issued to Ms. Mouery.
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 quarter
ended December 31, 2001.
20
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 INTERNATIONAL, INC.
(Registrant)
By: /s/ Joseph DiFrancesco Date: April 15, 2002
----------------------------------------
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, 2002
---------------------------------------
Joseph DiFrancesco
President and Director
(Principal Executive Officer and
Principal Financial Officer)
By: /s/ Bernadette DiFrancesco Date: April 15, 2002
---------------------------------------
Bernadette DiFrancesco
Vice President, Secretary,
and Director
By: /s/ Anthony E. Arcari Date: April 15, 2002
--------------------------------------
Anthony E. Arcari
Director
By: /s/ Stephen Chrystie Date: April 15, 2002
--------------------------------------
Stephen Chrystie
Director
By: /s/ Thomas L. Hotopp Date: April 15, 2002
--------------------------------------
Thomas L. Hotopp
Director
By: /s/ Norman Weinstock Date: April 15, 2002
--------------------------------------
Norman Weinstock
Director
21
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INDEX TO EXHIBITS
-------------------- ----------------------------------------- -----------------------------------------
EXHIBIT DESCRIPTION LOCATION
-------------------- ----------------------------------------- -----------------------------------------
3.1 Articles of Incorporation of Incorporated by reference from Exhibit
YBOR CITY SHUTTLE SERVICE, INC., as 3(i) to the Company's Registration
filed with theS Florida Department of Statement on Form 10-SB filed with the
State on January 7, 1998, effective SEC on August 3, 1998
January 8, 1998
-------------------- ----------------------------------------- -----------------------------------------
3.2 Bylaws of YBOR CITY SHUTTLE SERVICE, Incorporated by reference from Exhibit
INC. 3(ii) to 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, Incorporated by reference from the
and Articles of Merger by and among Company Report on Form 10-QSB filed
Raven Moon Entertainment, Inc., Ybor with the SEC on November 19, 2001
City Shuttle Service, Inc. and
International Resorts and
Entertainment Group, Inc. dated
December 18, 1998 filed with the
Florida Department of State on December
31, 1998
-------------------- ----------------------------------------- -----------------------------------------
3.4 Amendment to the Articles of Incorporated by reference from the
Incorporation of Raven Moon Company Report on Form 8-K filed with
International, Inc. filed with the the SEC on March 30, 1999
Florida Department of State on June 30,
1999
-------------------- ----------------------------------------- -----------------------------------------
3.5 Amendment to the Articles of Incorporated by reference from Exhibit
Incorporation of Raven Moon A to the Company's Information
International, Inc. filed with the Statement on Schedule 14-C filed with
Florida Department of State on December the SEC on November 30, 2001.
4, 2000, effective January 1, 2001
-------------------- ----------------------------------------- -----------------------------------------
3.6 Amendment to the Articles of Incorporated by reference from Exhibit
Incorporation of Raven Moon A to the Company's Information
International, Inc. filed with the Statement on Schedule 14-C filed with
Florida Department of State on March 9, the SEC on March 6, 2001.
2001, effective March 25, 2001
-------------------- ----------------------------------------- -----------------------------------------
3.7 Amendment to the Articles of Incorporated by reference from Exhibit
Incorporation of Raven Moon A to the Company's Information
International, Inc. filed with the Statement on Schedule 14-C filed with
Florida Department of State on May 24, the SEC on May 2, 2001.
2001, effective May 25, 2001
-------------------- ----------------------------------------- -----------------------------------------
3.8 Amendment to the Articles of Incorporated by reference from Exhibit
Incorporation of Raven Moon A to the Company's Information
International, Inc. filed with the Statement on Schedule 14-C filed with
Florida Department of State on August the SEC on August 6, 2001.
7, 2001, effective September 1, 2001
-------------------- ----------------------------------------- -----------------------------------------
3.9 Articles of Correction to the Articles Incorporated by reference from the
of Incorporation of Raven Moon Company Report on Form 10-QSB filed
International, Inc. filed with the with the SEC on November 19, 2001
Florida Department of State on August
21, 2001.
-------------------- ----------------------------------------- -----------------------------------------
4.1 Specimen copy of stock certificate for Incorporated by reference from Exhibit
Common Stock of YBOR CITY SHUTTLE 99 to the Company's Registration
SERVICE, INC. Statement on Form 10-SB filed with the
SEC on August 3, 1998
-------------------- ----------------------------------------- -----------------------------------------
22
[Enlarge/Download Table]
INDEX TO EXHIBITS
-------------------- ----------------------------------------- -----------------------------------------
10.1 2001 Raven Moon Entertainment Stock Incorporated by reference from the
Option Plan Company Report on Form 10-QSB filed
with the SEC on November 19, 2001
-------------------- ----------------------------------------- -----------------------------------------
10.2 Agreement between The KnightLights Incorporated by reference from the
Foundation, Inc. and the Company dated Company Report on Form 10-QSB filed
July 11, 2001, including Addendum dated with the
SEC on November 19, 2001 October 11, 2001
-------------------- ----------------------------------------- -----------------------------------------
10.3 Consulting Agreement between Management Incorporated by reference from the
Solutios International, Inc. and the Company Report on Form 10-QSB filed
Company dated September 17, 2001 with the SEC on November 19, 2001
-------------------- ----------------------------------------- -----------------------------------------
10.4 Promotion Agreement between Big Apple Incorporated by reference from the
Consulting U.S.A., Inc. and the Company Company Report on Form 10-QSB filed
dated September 17, 2001 with the SEC on November 19, 2001
-------------------- ----------------------------------------- -----------------------------------------
10.5 Raven Moon International, Inc. License Incorporated by reference from the
Agreement dated September 26, 2001 Company Report on Form 10-QSB filed
between the Company and Raven Moon Home with the SEC on November 19, 2001
Video Products, LLC
-------------------- ----------------------------------------- -----------------------------------------
10.6 Talent Agreement between the Company Incorporated by reference from the
and Gina Mouery, dated January 1, 2001. Company's registration statement on
Form S-8 filed with the SEC on March
21, 2002
-------------------- ----------------------------------------- -----------------------------------------
10.7 Option Agreement between the Company Incorporated by reference from the
and Gina Mouery, dated January 1, 2001. Company's registration statement on
Form S-8 filed with the SEC on March
21, 2002
-------------------- ----------------------------------------- -----------------------------------------
10.8 Limited Duration License Agreement Attached herewith
dated January 1, 2002 between the
Company and Beyond The Kingdom, Inc.
and Raven Moon Home Video Products, LLC
-------------------- ----------------------------------------- -----------------------------------------
10.9 Consulting Agreement between the Incorporated by reference from the
Company and Donald Hacker. Company's registration statement on
Form S-8 filed with the SEC on March
19, 2002
-------------------- ----------------------------------------- -----------------------------------------
10.10 Consulting Agreement between the Incorporated by reference from the
Company and Royce Rumsey. Company's registration statement on
Form S-8 filed with the SEC on March
19, 2002
-------------------- ----------------------------------------- -----------------------------------------
10.11 Production Agreement between the Attached herewith
Company and MG Studios, Inc., dated
March 1, 2002.
-------------------- ----------------------------------------- -----------------------------------------
23
Dates Referenced Herein and Documents Incorporated by Reference
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