Made in America Entertainment, Inc. – ‘10KSB/A’ for 12/31/00

On:  Tuesday, 7/10/01, at 4:48pm ET   ·   For:  12/31/00   ·   Accession #:  1108890-1-500104   ·   File #:  0-24727

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Dated 12-31-00                                        12     62K 
 2: EX-4.2      Specimen Warrant Issued to Directors                   2     16K 
 3: EX-4.3      Convertible Subordinated Debenture Series A            4     22K 
 4: EX-4.4      Convertible Subordinated Debenture Series B            4     22K 
 5: EX-4.5      Specimen Warrant Issued to Certain Shareholders        2     16K 
 6: EX-10.1     Subscription Agreement                                 2±    11K 
15: EX-10.10    Stock Option Plan                                     14     73K 
 7: EX-10.2     Subscription Agreement                                 1     11K 
 8: EX-10.3     Pierce Subscription Agreement                          1     11K 
 9: EX-10.4     Raven Subscription Agreement                           2±    12K 
10: EX-10.5     Subordinated Convertible Debentures                    8     32K 
11: EX-10.6     Letter Agreement Between the Company and Dlt           7     36K 
12: EX-10.7     J&B Option Agreement                                   2     15K 
13: EX-10.8     Mouery Talent Agreement                                3     17K 
14: EX-10.9     Option Agreement                                       3     21K 
16: EX-99.1     Hayes Consulting Agreement                             2     16K 
17: EX-99.2     Hayes Letter Agreement                                 1     10K 
18: EX-99.3     Interim Management Services Agreement                  4     24K 
19: EX-99.4     Hr Properties Option Agreement                         2     14K 
20: EX-99.5     Addendum to Hr Properties Option Agreement             2     15K 
21: EX-99.6     Hr Production Agreement Gina D & Icely Bros.           2±    13K 
22: EX-99.7     Summit Consultant Agreement                            3     17K 
23: EX-99.8     Martin Employment Agreement                            4     23K 

10KSB/A   —   Dated 12-31-00
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------

 FORM 10-KSB/Amendment No. 1

[X]  Annual Report under Section 13 or 15(d) of the Securities Exchange Act of  
1934                                                                  

For the fiscal year ended December 31, 2000                                     

[ ]  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 International, 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                                                         
-----            ----                                               

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  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 $6,702          

  The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing sale price on April 6, 2001 was             
approximately $5,010,426.80                                                     

 The approximate number of shares outstanding of the registrant's Common
Stock as of April 6, 2001 was 171,589,979.                                      

Transitional Small Business Disclosure Format: Yes            No  X             
                                       -----         -----

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Item 6. Plan of Operation                                                       

    We plan to produce up to 65 half-hour episodes of a program entitled "Gina
D's Kid's Club," a television show targeted to 2-5 year old children. 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. If our distributor obtains a broadcaster, then we  
will be required to deliver additional episodes of the series to them. In order 
to accomplish our goal, we will need to raise five to ten million dollars       
($5,000,000-$10,000,000) through a public stock offering.                       

  In 2000, we raised $102,00 in one private offering, $192,000 in a second
private debenture offering, and $376,800 in private offering to existing        
shareholders. With these funds, we have operated the company and produced the   
following: one eleven (11) minute video, one full half hour pilot and a revised 
full half hour pilot and a four (4) minute marketing video which will be shown  
to major television syndication companies; home video production companies;     
foreign distributors, and potential investors. We will not be able to produce   
the Christian version of the program, discussed below, or any revised episodes  
unless and until we can raise an additional $200,000.                           

 We also require funds for working capital of $500,000 and funds for the
preparation of the secondary offering anticipated to occur in the second quarter
of 2001. We intend to issue $5,000,000 to $10,000,000 in new publicly traded    
shares of our common stock through a fully registered public offering.          

   We plan to use the capital from the public offering to build a library of
up to 65 half-hour television episodes. In addition, the funds will be used to  
create as many as three new Internet websites to market tied-in branded products
and to create music CD's, Video games, stuffed and plastic toys, and other      
children related products 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).                            

    We also are currently studying the feasibility creating a separate version
of the "Gina D's Kid's Club" show 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 "Gina D's Kids Club" service mark and copyrights to the programs, 
music, cartoon characters are owned exclusively by Joseph and Bernadette        
DiFrancesco but Optioned on an exclusive basis to Raven Moon International, Inc.

     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 not exceed

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$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. 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 it's 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 $100,000 per episode.                                             

Budgeted to be funded from the intended upcoming public offering are  
anticipated legal expenses, SEC filing fees, auditing costs, some debt          
repayment, marketing, printing, syndication, production, talent, operating,     
administration, travel and entertainment expenses, and general operating        
expenses.                                                                       

     Management expects to hire two additional executives to the management team
in the foreseeable future. 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.                               

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 OF DIRECTOR              AGE                   POSITIONS HELD              
----------------              ---                   --------------              

Joseph DiFrancesco             58               President and a  Director       

Bernadette DiFrancesco         56               Vice President, Secretary and a 
                        Director

Stephen Chrystie               65               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.                    

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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  
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.            

Meetings and Committees of the Board                                            

   The Board of Directors met one time during the 1999 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.                            

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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, 2000, except as set forth below, directors, officers and
greater than ten percent beneficial owners complied with all applicable Section 
16(a) filing requirements. None of the transactions described below reflects the
10-1 forward stock split effective as of January 1, 2001.                       

Joseph DiFrancesco:                                                             

Mr. DiFrancesco did not timely file the initial Form 3 at the time he 
became and officer and director of the Company in 1999. A report on Form 5      
covering the transactions he failed to earlier report was filed in the first    
quarter of 2001. Mr. DiFrancesco failed to file report on Form 4 for the        
acquisition of a warrant in April 2000. Mr. DiFrancesco did not timely file     
reports on Form 4 reflecting the exercise of certain options. However, such     
options and warrants have been rescinded in their entirety. Mr. DiFrancesco did 
not timely file the report on Form 5 for the year ended December 31, 2000.      

Bernadette DiFrancesco:                                                         

 Mrs. DiFrancesco did not timely file the initial Form 3 at the time she
became and officer and director of the Company in 1999. A report on Form 5      
covering the transactions she failed to earlier report was filed in the first   
quarter of 2001. Mrs. DiFrancesco failed to file report on Form 4 for the       
acquisition of a warrant in April 2000. Mrs. DiFrancesco did not timely file    
reports on Form 4 reflecting the exercise of certain options. However, such     
options and warrants have been rescinded in their entirety. Mrs. DiFrancesco did
not timely file the report on Form 5 for the year ended December 31, 2000.      

J & B DiFrancesco, Inc.:                                                        

   J & B DiFrancesco, Inc. has not timely filed the initial report on Form 3
due to its affiliate status with the Company. It failed to timely file three    
Forms 4 for transactions occurring in July 1999, May 2000, and November 2000.   
The company did not file a report on Form 5 for the year ended December 31,     
2000.                                                                           

Stephen Chrystie:                                                               

     Mr. Chrystie failed to timely file a report on Form 3 at the time he became
a director of the Company. A report on Form 5 covering the transactions he      
failed to earlier report was filed in the first quarter of 2001. Mr. Chrystie   
did not timely file three reports on Form 4 for three transactions occurring    
during the calendar year ended December 31, 2000. Mr. Chrystie did not timely   
file a report on Form 5 for the year ending December 31, 2000 covering three    
separate transactions.                                                          

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Compensation of Directors                                                       

As compensation for their services, in April 1999, we issued to each  
Director a warrant to purchase up to 250,000 (now 2,500,000, as adjusted for the
10-1 forward split effective January 1, 2001) shares of the Company's Common    
Stock at an exercise price which is equal to 80% of the average of the prices at
which the Company's Common Stock trades for the five trading days immediately   
after the Common Stock commences trading on the over-the-counter stock market   
maintained by the NASD. After our common stock commenced trading on December 1, 
2000, management calculated the exercise price to be $.44 per share, without    
adjustment for the stock split. 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.                                                                    

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, 2000, we owed 
Mr. DiFrancesco $248,400 in accrued and unpaid 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  

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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 
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, 2000, the company owed Mrs. DiFrancesco $82,800 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.                                     

Stock Option Plan                                                               

   The Board of Directors approved the Raven Moon Stock Option Plan ("Plan).
The principal purpose of the Plan is to advance the growth and development of   
the Company by affording an opportunity to executives, consultants and key      
employees of the Company as well as directors of the Company and its affiliates 
to purchase shares of the Company's common stock and to provide incentives for  
them to put forth maximum efforts for the success of the Company's business. The
Plan is intended to permit certain designated stock options granted under the   
Plan to qualify as incentive stock options under Section 422A of the Internal   
Revenue Code of 1986, as amended. As of the date of this amendment, no shares of
common stock have been reserved for issuance under the Plan and no options have 
been granted.                                                                   

Item 11. Security Ownership of Certain Beneficial Owners and Management.        

The following table sets forth, as of April 6, 2001, 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 161,589,979 shares of Common Stock      
issued and outstanding as of April 6, 2001 and assumes the exercise in full of  
7,506,000 immediately exercisable common stock purchase warrants, and the rights
to the issuance of 40,000,000 additional shares granted to Mr. and Mrs.         
DiFrancesco on April 11, 2001, for a total of 209,095,979 outstanding shares.   
All numbers reflect a ten-for-one forward split of the Company's Common Stock   
effective January 1, 2001.                                                      

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Name and Address of              Shares of Common             Percentage
 Beneficial Owner                   Stock Owned                Ownership
 ----------------                   -----------                ---------

J&B DiFrancesco, Inc                  34,866,720                  16.675%   
2221 Springs Landing Blvd.                                                  

Longwood, FL 32779                                                          

Joseph and Bernadette DiFrancesco,    82,517,240                  39.464%   

JT (1)(2)                                                                   
2221 Springs Landing Blvd.                                                  
Longwood, FL 32779                                                          

Stephen Chrystie (2)(3)                3,548,524                   1.697%   
270 N. Cannon Drive                                                         

Beverly Hills, CA 90210                                                     

All Officers and Directors            86,065,764                  41.161%   
as a Group (3 persons)(1), (2) (3)                                          

(1)  Includes 34,866,720 shares issued to J & B DiFrancesco, Inc., an affiliated
entity controlled by Mr. and Mrs. DiFrancesco, 12,650,520 shares owned

   by Mr. and Mrs. DiFrancesco as joint tenants, and 30,000,000 shares owned
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 Mr. DiFrancesco, warrants to
 purchase up to 2,500,000 shares of the Company's Common Stock issued to
  Mrs. DiFrancesco, and warrants to purchase up to 2,500,000 shares of the
  Company's Common Stock issued to Mr. Chrystie. The warrants expire April
 17, 2003 and exercisable at any time prior to expiration at an exercise
price of $.044 per share.                                             

(3)  The number includes 661,680 shares owned directly by Mr. Chrystie. The     
    total also includes 380,844 shares owned by Mr. Chrystie's wife, and 6,000
     shares issuable to Mr. Chrystie's wife on exercise of warrants purchased in
   December 4, 2000. The exercise price of the warrants is $.0385 per share.

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.                                   

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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, 2000.                                              

SIGNATURES

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

RAVEN MOON INTERNATIONAL, INC.                                                  
(Registrant)                                                                    

By:  /s/  Joseph DiFrancesco                      Date:  July 2, 2001           
-----------------------------------                                     
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:  July 2, 2001       
---------------------------------                                         
Joseph DiFrancesco                                          
President and Director                                      
(Principal Executive Officer and                            
Principal Financial Officer)                                

By:  /s/  Bernadette DiFrancesco                      Date:  July 2, 2001       
--------------------------------                                          
Bernadette DiFrancesco                                      
Vice President, Secretary,                                  
and Director                                                

By:  /s/  Stephen Christie                            Date:  July 2, 2001       
--------------------------------                                          
Stephen Chrystie                                            
Director                                                    

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 INDEX TO EXHIBITS

Exhibit 3                                                                       

                3(i)    The Articles of Incorporation, of the Company as amended
to date.(1)(2)                  

3(ii)   The Bylaws of the Company (1)           

Exhibit 4                                                                       

               4.1     Instruments defining the rights of security holders are
                       set forth in the Articles of Incorporation, as amended,
as described in Exhibit . 3(i). 

               4.2     Specimen Warrant dated April 5, 2000, expiring on April
                   17, 2003, for 250,000 shares issued to each of Joey
                DiFrancesco, Bernadette DiFrancesco, and Stephen
Chrystie.                       

          4.3     Specimen Convertible Debenture A issued to certain
               investors in a private placement and to certain
                shareholders of the Company in a 2000 financing.

          4.4     Specimen Convertible Debenture B issued to certain
     investors in a 2000 private placement

              4.5     Specimen Warrant issued to certain shareholders of the
Company in 2000 financing.      

Exhibit 10                                                                      

               10.1    Specimen Subscription Agreement between the Company and
                     certain shareholders in a 2000 private placement, for
loan without any royalty rights.

               10.2    Specimen Subscription Agreement between the Company and
                       certain shareholders of the Company in a 2000 financing
                 for a loan with royalties ranging from 0.0125% to
.03125%                         

               10.3    Subscription Agreement dated April 17, 2000 between the
Company and John G. Pierce      

                10.4    Subscription Agreement dated January 6, 2000 between the
Company and Raven Moon, Inc.    

               10.5    Specimen Subscription Agreement between the Company and
                      certain shareholders of the Company in 2000 financing.

              10.6    Letter Agreement dated May 16,2000 between the Company
and DLT Entertainment Ltd.      

         10.7    Option Agreement dated April 11, 2001 between the
                  Company and Joseph and Bernadette DiFrancesco 10.8
                        Talent Agreement dated effective January 1, 2001 between
the Company and Gina Mouery     

                10.9    Option Agreement dated effective January 1, 2001 between
the Company and Gina Mouery     

        10.10   Raven Moon International, Inc. Stock Option Plan

10KSB/A
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Exhibit 99                                                                      

                99.1    Consulting Agreement dated as of January 1, 2000 between
the Company and Ronald D. Hayes.

         99.2    Letter Agreement dated March 8, 2001, between the
Company and Ronald D. Hayes.    

             99.3    Interim Management Services Agreement dated effective
                      March 27, 2001 between the Company and Hacker- Rumsey.

            99.4    H R Properties Option Agreement dated as of March 1,
           2001 between the Company and Hacker-Rumsey.

               99.5    Addendum to H R Properties Option Agreement dated as of
                  May 1, 2001 between the Company and Hacker-Rumsey.

             99.6    HR Production Agreement dated effective June 4, 2001,
      between the Company and Hacker-Rumsey.

             99.7    Consultant Agreement dated November 17, 2000, between
     Summit Entertainment and the Company.

           99.8    Martin Employment Agreement dated December 22, 2000
    between Toby Martin and the Company.

            99.9    Consulting Agreement dated May 18, 2000, between the
               Company and J. Bennett Grocock, incorporated by
                        reference from Exhibit 4.1 to Form S-8 filed on February
26, 2001.                       

            99.10   Consulting Agreement dated May 18, 2000, between the
               Company and J. Bennett Grocock, incorporated by
                       reference from Exhibit 4.1 to Form S-8 filed on May 18,
2001.                           

(1) Incorporated by Reference to the Company's Registration Statement on Form 10
Amendment No. 1 dated November 17, 1998                                         

(2) Amendments to the Articles of Incorporation are Incorporated by Reference to
Information Statements on Schedules 14C filed on November 30, 2000, March 6,    
2001, and May 02, 2001, respectively.                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
		4/17/03		9		11
Filed on:		7/10/01
		7/2/01		10
		6/4/01		12
		5/18/01		12
		5/2/01		12					DEF 14C
		5/1/01		12					DEF 14C
		4/11/01		8		11
		4/6/01		2		8
		3/27/01		12
		3/8/01		12
		3/6/01		12					DEF 14C
		3/1/01		12
		2/26/01		12					S-8
		1/1/01		6		11
For Period End:		12/31/00		1		10			10KSB,  5/A,  NT 10-K
		12/22/00		12
		12/4/00		9
		12/1/00		7					DEF 14C
		11/30/00		12					DEF 14C
		11/17/00		12
		5/18/00		12
		4/17/00		11
		4/5/00		11
		1/10/00		5
		1/6/00		11
		1/1/00		12
		11/19/99		7		8
		11/16/99		7
		9/10/99		5
		11/17/98		12					10-12G/A
		11/3/98		7
		6/1/97		7
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