UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No._____)
Check the
appropriate box:
[X ]
Preliminary Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ]
Definitive Information Statement
RAVEN
MOON ENTERTAINMENT, INC.
(Name of
Registrant As Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] No
Fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated
and
state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5) Total
fee paid:
[ ] Fee
paid previously with preliminary materials
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
RAVEN
MOON ENTERTAINMENT, INC.
2005 Tree
Fork Lane
Suite
101
Longwood,
Florida 32750
Dear
Shareholders:
We are
writing to advise you that we intend to undertake a 1 for 8,000 reverse stock
split of our issued and outstanding common shares. This action was approved on
April 22, 2008, by our Board of Directors. In addition, our officers and
directors Joseph & Bernadette DiFrancesco who hold a majority of our issued
and outstanding voting securities has approved this action, with an effective
date anticipated of May 19, 2008, or as soon thereafter as practicable, by
written consent at a special meeting in accordance with the relevant section of
the Florida Business Corporations Act.
WE ARE
NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
No action
is required by you. The accompanying information statement is furnished only to
inform our shareholders of the actions described above before they take place in
accordance with Section 607 of the Florida Business Corporations Act and Rule
14c of the Securities Exchange Act of 1934, as amended. This Information
Statement is first mailed to you on or about December 14, 2007.
Please
feel free to call us at 407-774-4462 should you have any questions on the
enclosed Information Statement.
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For
the Board of Directors of
RAVEN
MOON ENTERTAINMENT, INC.
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By:
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/s/ Joseph
DiFrancesco
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Joseph
DiFrancesco
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President
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RAVEN
MOON ENTERTAINMENT, INC.
2005 Tree
Fork Lane
Suite
101
Longwood,
Florida 32750
Telephone:
(407) 304-4764
INFORMATION
STATEMENT REGARDING
ACTION TO
BE TAKEN BY WRITTEN CONSENT OF
MAJORITY
SHAREHOLDER
IN LIEU
OF A SPECIAL MEETING
WE ARE
NOT ASKING YOU FOR A PROXY,
AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This
Information Statement is being furnished to the shareholders of Raven Moon
Entertainment, Inc. in connection with a 1:8000 reverse-split of our issued and
outstanding common stock. This action will become effective May 19, 2008, or as
soon thereafter as practicable (the "Effective Date") in accordance with the
written consent of the holders of a majority of our issued and outstanding
voting securities in accordance with the relevant sections of the Florida
Business Corporations Act.
Our
voting securities consist of our common stock and our Series B Preferred Stock.
Each share of common stock is entitled to one vote, and each share of Series B
Preferred Stock is entitled to one vote for each share of common stock into
which such shares of Series B Preferred Stock are then convertible, on all
matters brought to a vote of our shareholders. Our common stock and Series B
Preferred Stock vote together as a group.
As of
March 31, 2008, there were 19,386,585,664 shares of our common stock, and
567,230 shares of our Series B Preferred Stock issued and
outstanding.
On March
31, 2008 each share of Series B Preferred Stock was convertible into 125,000
shares of common stock based upon the conversion price of $0.00008 per share in
accordance with the designations, rights and preferences of the Series B
Preferred Stock. Accordingly, at March 31, 2008 the outstanding shares of Series
B Preferred Stock are convertible into an aggregate of approximately
70,903,750,000 shares of our common stock.
The
reverse split is not intended to take the Company private.
There are
no plans to acquire any other business with our stock.
Mr.
DiFrancesco is an officer and director.
Joseph
and Bernadette DiFrancesco, who own approximately 80% of our outstanding voting
securities, which is in excess of the required majority of our outstanding
securities entitled to vote on the Amendment, have executed a written consent
approving the Amendment.
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NAME
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No.
of Voting Securities
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Joseph
DiFrancesco and
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Bernadette
DiFrancesco
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8,973,878,055
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Janice
K. Battenberg
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170,567,852
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Lawrence
C. Oakley
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154,870,969
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The
reverse stock split, when effective, will not change the number of authorized
shares of common stock or the par value of the common stock. Except for any
changes as a result of the treatment of fractional shares, each shareholder who
owns 8,000 or more shares should hold the same percentage of common stock
outstanding immediately following the reverse stock split as the shareholder did
immediately prior to the reverse stock split.
The
elimination of the need for a meeting of shareholders to approve this action is
made possible by Section 607.0704 of the Florida Business Corporations Act, as
may be amended, which provides that the written consent of the holders of
outstanding shares of voting capital stock, having not less than the minimum
number of votes which would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, may
be substituted for such a meeting. In order to eliminate the costs involved in
holding a physical special meeting, our Board of Directors voted to utilize the
written consent of the holder of a majority in interest of our voting
securities.
This
Information Statement is first being mailed on or about May 9, 2008 to our
shareholders and is being delivered to inform you of the corporate actions
described herein in accordance with Section 607.0704 of the Florida Business
Corporation Act and Rule 14c-2 of the Securities Exchange Act of 1934. No
dissenter's rights are afforded to our shareholders under Florida law as a
result of the reverse-split.
The
entire cost of furnishing this Information Statement will be borne by us. We
will request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this Information Statement to the beneficial owners of our
voting securities held of record by them and we will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
OUR
PRINCIPAL SHAREHOLDERS
As of
March 31, 2008, there were 19,386,585,664 shares of our common stock, and
567,230 shares of our Series B Preferred Stock issued and
outstanding. Our common stock and Series B Preferred Stock are our
only classes of our voting securities. Each share of common stock has one vote
per share, and each share of Series B Preferred Stock is entitled to one vote
for each share of common stock into which such shares of Series B Preferred
Stock are then convertible, on all matters submitted to a vote of our
shareholders. At March 31, 2008 the outstanding shares of Series B Preferred
Stock are convertible into an aggregate of approximately 70,903,750,000 shares
of our common stock
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The
following table sets forth, as of that date, information known to us relating to
the beneficial ownership of these shares by:
a. each
person who is the beneficial owner of more than 5% of the outstanding shares of
voting securities;
b. each
director;
c. each
executive officer; and
d. all
executive officers and directors as a group.
Unless
otherwise indicated, the address of each beneficial owner in the table set forth
below is care of 2005 Tree Fork Lane, Suite 101, Longwood, Florida
32750.
We
believe that all persons named in the table have sole voting and investment
power with respect to all shares of beneficially owned by them. Under securities
laws, a person may be considered to be the beneficial owner of securities he
owns and that can be acquired upon the exercise of options, warrants,
convertible securities or other understandings.
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Amount
and Nature of Beneficial Ownership
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Common
stock
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Series
B Preferred stock
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#
of
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%
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#
of
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%
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%
of
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Name
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Shares
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of
Class(3)
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Shares
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of
Class(3)
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Vote(3)
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Joseph
DiFrancesco
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and
Bernadette
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DiFrancesco
(1)
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8,973,878,055
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46.29
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%
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388,250
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68.45
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%
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64.05
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%
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Janice
K.
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Battenberg
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170,567,852
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*
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3,000
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N/A%
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*
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%
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Lawrence
C.
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Oakley
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154,870,969
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*
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3,480
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N/A%
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*
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%
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All
officers and
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directors
as a group
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(four
persons)
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9,299,316,876
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46.29
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394,730
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69.59
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%
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64.95
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Jacques
Danon (2)
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1,966,513,160
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10.14
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%
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N/A
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N/A
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2.2
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%
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(1)
Includes 8,973,878,055 shares of common stock, but not shares underlying 388,250
shares of B Preferred stock and Warrants to purchase 48,531,250,000 shares of
common stock which, if such Warrants and B Preferred stock were converted, would
bring total common shares of the shareholder to shares or approximately 80% of
total shares issued projected.
(2) Mr.
Danon's address is c/o Brown Brothers Harriman, 140 Broadway, New York, New York
10005. As the holder of shares from warrant exercise he is entitled
to certain rights and other matters apply as noted in the Company filings,
including the Securities and Proceeds Investment and Distribution Agreement,
August, 2007.
Also, the Company has been
advised he may own less shares placing the percentage under the percentage
indicated.
(3)
Percentage is an approximate and does not consider shares underlying warrants
and preferred stock and other rights.
*represents less than 1%
THE
REVERSE-SPLIT
We will
effect a one-for-8,000 (1:8,000) reverse split of our issued and common stock.
At March 31, 2008, there were 19,386,585,664 shares of our common stock issued
and outstanding.
The effect of the
reverse-split is that each 8,000 shares of our common stock outstanding
immediately prior to the Effective Date (the "Old Shares") will be automatically
converted into one (1) share of our common stock (the "New Shares"), thereby
reducing the number of outstanding shares of our common stock to approximately
2,423,323 shares, subject to rounding.
The
effective date for the reverse split is anticipated to be on or about May 19,
2008. Our common stock will be quoted on the OTC Bulletin Board at the
post-split price on the Effective Date. Prior to the Effective Date, we will
announce the new trading symbol for our common stock on the OTC Bulletin Board
which will reflect the post-split trading. The New Shares will be fully paid and
non-assessable. The New Shares will have the same voting rights and rights to
dividends and distributions and will be identical in all other respects to the
Old Shares.
Our Board
of Directors recommended that our shareholders approve the reverse stock split
for several reasons as described below.
Our
common stock is currently quoted on the OTC Bulletin Board under the symbol
"RVEN." The last sale price of our common stock was $0.0001 per share. Our Board
of Directors believes that the low per-share market price of our common stock
impairs the acceptability of our common stock to potential acquisition
candidates, certain members of the investing public, including institutional
investors, as well adversely affecting our ability to raise additional working
capital. Because of the current low price of our common stock, our credibility
as a viable business enterprise is negatively impacted. No assurance exists that
any positive impact in these or other matters will result from the proposed
action. Further, given the history of the Company to undertake such stock splits
from time to time, there is no assurance that the Company will not continue to
undertake such actions.
Because
brokerage commissions on low-priced stocks generally represent a higher
percentage of the stock price than commissions on higher priced stocks, the
current share price of our common stock can result in individual shareholders
paying transaction costs (commissions, markups or markdowns) that represent a
higher percentage of their total share value than would be the case if the share
price were substantially higher. This factor also may limit the willingness of
institutions to purchase our common stock at its current price levels. No
assurance exists that the opinions of the Company will prove
correct.
The
reverse stock split will also have the effect of increasing the number of shares
of common stock available to us for future issuances as split will not change
the number of authorized shares of our common stock which will remain at
30,000,000,000 shares. At March 31, 2008, there were 19,386,585,664 shares of
our common stock issued and outstanding.
At March 31, 2008, we
had securities which are convertible or exercisable into an aggregate
of approximately 127,626,750,000 shares of our common stock if all were
converted.
For these
reasons our Board of Directors has chosen to adopt and recommend the share
split. We are not, however, a party to any binding agreement, acquisition
agreement or agreement to raise additional working capital other than which has
been publicly announced, nor can we be certain that the reverse stock split will
have a long-term positive effect on the market price of our common stock or
increase our abilities to enter into financing arrangements in the
future.
The
reverse stock split will affect all of the holders of our common stock uniformly
except the shares that were exercised from the warrants. In the past, these,
restricted shares issued upon exercise of warrants were exempt from any reverse
splits for a period of twelve months from the date of issuance. Currently, these
shares maintain non-dilution protection as long as these shares are not
converted into free trading shares. The Board of Directors has
extended that protection to apply if and until the shareholder converts the
shares into non-restricted, tradable securities. Any fractional shares existing
as a result of the reverse stock split shall be rounded to the next higher whole
number to those shareholders who are entitled to receive them as a consequence
of the reverse stock split. On the Effective Date, each shareholder will own a
reduced number of shares of our common stock, but will hold the same percentage
of the outstanding common shares as the shareholder held prior to the Effective
Date. The split will increase the number of shareholders who own odd-lots. An
odd-lot is fewer than 100 shares. Such shareholders may experience an increase
in the cost of selling their shares and may have greater difficulty in making
sales.
The
reverse stock split will not affect the par value of our common stock. As a
result, on the Effective Date, the stated capital on our balance sheet
attributable to our common stock will be reduced in proportion with the reverse
stock split and our additional paid-in capital account will be credited with the
amount by which the stated capital is reduced. These accounting entries will
have no impact on total shareholders' equity. All share and per share
information will be retroactively adjusted following the Effective Date to
reflect the reverse stock split for all periods presented in future
filings.
The
availability of additional authorized shares will also allow the Board to issue
shares for corporate purposes, if appropriate opportunities should arise,
without further action by the shareholders or the time delay involved in
obtaining shareholder approval (except to the extent that approval is otherwise
required by applicable law). Such purposes could include meeting requirements
for capital expenditures or working capital or, depending on the market
conditions, effecting future acquisitions of other businesses through the
issuance of shares of our common stock or securities convertible into shares of
our common stock.
Because
the reverse stock split results in a decreased number of issued and outstanding
shares of our common stock, it may be construed as having an anti-takeover
effect. Although the reverse stock split is not being undertaken by the Board
for this purpose, in the future the Board could, subject to its fiduciary duties
and applicable law, use the increased number of authorized but unissued shares
to frustrate persons seeking to take over or otherwise gain control of our
company by, for example, privately placing shares with purchasers who might side
with the Board in opposing a hostile takeover bid. Shares of common stock could
also be issued to a holder that would thereafter have sufficient voting power to
assure that any proposal to amend or repeal our Bylaws or certain provisions of
our Articles of Incorporation would not receive the requisite vote. Such uses of
our common stock could render more difficult, or discourage, an attempt to
acquire control of our company if such transactions were opposed by the Board.
However, it is also possible that an indirect result of the anti-takeover effect
of the reverse stock split could be that shareholders will be denied the
opportunity to obtain any advantages of a hostile takeover, including, but not
limited to, receiving a premium to the then current market price of our common
stock, if the same was so offered by a party attempting a hostile takeover of
our company. We are not aware of any party's interest in or efforts to engage in
a hostile takeover attempt as of the date of this Information Statement.
The
reverse stock split will have the following effects upon our common
stock:
1. The
number of shares owned by each holder of common stock will be reduced eight
thousand fold;
2. The
number of shares of our common stock which will be issued and outstanding after
the reverse stock split will be reduced from shares of our common stock to
approximately 2,423,323 shares, subject to rounding.
3. The
per share loss and net book value of our common stock will be increased because
there will be a lesser number of shares of our common stock
outstanding;
4. The
par value of the common stock will remain $0.0001 per share;
5. The
stated capital on our balance sheet attributable to the common stock will be
decreased 8,000 times its present amount and the additional paid-in capital
account will be credited with the amount by which the stated capital is
decreased; and
6. All
outstanding options, warrants, and convertible securities entitling the holders
thereof to purchase shares of common stock will enable such holders to purchase,
upon exercise thereof, 8,000 times fewer of the number of shares of common stock
which such holders would have been able to purchase upon exercise thereof
immediately preceding the reverse stock split, at the same aggregate price
required to be paid therefore upon exercise thereof immediately preceding the
reverse stock split.
While the
reverse stock split will not affect the number of our authorized shares of
common stock which will remain at 30,000,000,000 shares, the reverse stock split
will effect the number of shares of our common stock issuable upon conversion of
the Series B Preferred Stock. The designations, rights and preferences of the
Series B Preferred Stock provide that each share is convertible into $10.00 in
value of our common stock.
Because
the market price of our common stock is also based on factors which may be
unrelated to the number of shares outstanding, including our performance,
general economic and market conditions and other factors, many of which are
beyond our control, the market price per new share of the New Shares may not
rise or remain constant in proportion to the reduction in the number of Old
Shares outstanding before the reverse stock split. Accordingly, the total market
capitalization of common stock after the reverse stock split may be lower than
the total market capitalization before the reverse stock split. In the future,
the market price of common stock following the reverse stock split may not equal
or exceed the market price prior to the reverse stock split. In many cases, the
total market capitalization of a company following a reverse stock split is
lower than the total market capitalization before the reverse stock
split.
Manner of Effecting the
Stock Split
The
reverse stock split will be effected by NASDAQ and will be reported to our stock
transfer agent. NASDAQ will increase the quote of our common stock by
a factor of 8,000 on or after May 19, 2008, the Effective Date of the
reverse-split.
Following
the Effective Date, the share certificates representing the Old Shares will
continue to be valid. In the future, new share certificates will be issued
reflecting the effect of the reverse stock split, but this in no way will effect
the validity of your current share certificates. The reverse split will occur on
the Effective Date without any further action on the part of our shareholders.
After the Effective Date, each share certificate representing Old Shares will be
deemed to represent 1/8,000th share of our common stock. Certificates
representing New Shares will be issued in due course as Old Share certificates
are tendered for exchange or transfer to our transfer agent, Florida Atlantic
Stock Transfer, Inc. We request that shareholders do not send in any of their
stock certificates at this time.
As
applicable, new share certificates evidencing New Shares that are issued in
exchange for Old Shares representing restricted shares will contain the same
restrictive legend as on the old certificates if the restriction period has not
expired. Also, for purposes of determining the term of the restrictive period
applicable to the New Shares, the time period during which a shareholder has
held their existing pre-split shares will be included in the total holding
period.
Certain Federal Income Tax
Consequences
The
reverse stock split should not result in any recognition of gain or loss. The
holding period of the New Shares will include the shareholder's holding period
for the corresponding Old Shares owned prior to the reverse stock split. The
adjusted basis of the New Shares (including the original shares) will be equal
to the adjusted basis of a shareholder's original shares. Notwithstanding the
foregoing, the federal income tax consequences of the receipt of an additional
share in lieu of a fractional interest is not clear but may result in tax
liabilities which should not be material in amount in view of the low value of
the fractional interest. Our beliefs regarding the tax consequence of the
reverse stock split are not binding upon the Internal Revenue Service or the
courts, and there can be no assurance that the Internal Revenue Service or the
courts will accept the positions expressed above. This summary does not purport
to be complete and does not address the tax consequences to holders that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
foreign individuals, broker-dealers and tax exempt entities. The state and local
tax consequences of the reverse stock split may vary significantly as to each
shareholder, depending upon the state in which he or she resides.
The
foregoing summary is included for general information only. Accordingly,
shareholders are urged to consult their own tax advisors with respect to the
Federal, State and local tax consequences of the reverse stock
split.
No Dissenter's
Rights
Under
Florida law shareholders are not entitled to dissenter's rights of appraisal
with respect to the stock split.
WHERE YOU
CAN OBTAIN ADDITIONAL INFORMATION
We file
annual and special reports and other information with the SEC. Certain of our
SEC filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities:
Public
Reference Room Office
100 F
Street, N.E.
Room
1580
Washington,
D.C. 20549
You may
also obtain copies of the documents at prescribed rates by writing to the Public
Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Callers in the United States can also call 1-202-551-8090 for further
information on the operations of the public reference facilities.
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RAVEN
MOON ENTERTAINMENT, INC.
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By:
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/s/ Joseph
DiFrancesco
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Joseph
DiFrancesco
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President
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Reven Housing REIT (NASDAQ:RVEN)
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