SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                         RAVEN MOON ENTERTAINMENT, INC.
               (Exact Name of Company as specified in its charter)



        Florida                    000-24727                         59-3485779
 ----------------------       -------------------                   ------------
(State of Incorporation)     (Commission File No.)                 (IRS Employer
                                                                      ID Number)

                      120 International Parkway, Suite 220
                             Heathrow, Florida 32726
                     --------------------------------------
                    (Address of principal executive offices)


               2004 AMENDED AND RESTATED Equity Compensation Plan
                             ----------------------
                            (Full title of the Plan)


                           Joey DiFrancesco, President
                         RAVEN MOON ENTERTAINMENT, INC.
                      120 International Parkway, Suite 220
                             Heathrow, Florida 32726
                      -------------------------------------
                     (Name and address of agent for service)

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

                                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------  ---------------   ----------------   -------------------   ------------------
                                         Proposed             Proposed
    Title of          Amount to be        Maximum              Maximum               Amount of
 Securities to be      Registered      Offering Price         Aggregate         Registration Fee
   Registered                           Per Share(2)      Offering Price(2)
------------------  ---------------   ----------------   -------------------   ------------------
  <S>               <C>                  <C>                <C>                      <C>
  Common Shares      20,000,000(1)         $0.1              $2,000,000               $254
------------------  ---------------   ----------------   -------------------   ------------------

(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such indeterminable number of shares of common stock as may become issuable with
respect to any of the registered shares pursuant to antidilution provisions in
the Plan.

(2) The proposed maximum offering price per share is estimated solely for
purpose of calculating the registration fee in accordance with Rule 457(F)(2).

                                       1
</TABLE>

<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

            Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission as such information is either contained in the consulting agreement
or legal services agreement between the Registrant and each of the participants
or provided to each of the participants in accordance with Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). Such consulting
agreements, legal services agreements, additional information, and the
information incorporated by reference into this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents, which have been filed by the Company with
the Securities and Exchange Commission, are hereby incorporated by reference
into this Prospectus:

            a. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003;

            b. The Company's Quarterly Report on Form 10-QSB for the fiscal
quarters ended March 31, 2004; and

            c. The Company's Current Reports on Forms 8-K subsequent to December
31, 2002, and up to and including the date of filing of this Registration
Statement.

            b. The Company's Current Reports on Forms 8-K subsequent to December
31, 2003, and up to and including the date of filing of this Registration
Statement.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

            Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         The authorized stock of the Company consists of 200,000,000 authorized
shares of Common Stock, par value $.0001 per share, approximately 141,251,084
shares of which were outstanding as of May 17, 2004, and 800,000,000 authorized
shares of Preferred Stock, par value $.0001 par value, approximately 10,134
shares of which were outstanding as of May 17, 2004.

                                       2

<PAGE>


            Each share of Common Stock is entitled to one vote, either in person
or by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to
one noncumulative vote per share on all matters on which shareholders may vote
at all meetings of shareholders.

            All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

            The Company has appointed Florida Atlantic Stock Transfer, Inc. 7130
Nob Hill Road, Tamarac, Florida 33321, as transfer agent and registrar for the
Common Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

         J. Bennett Grocock, counsel to the Registrant for the purpose of this
Registration Statement, owns 950,000 common shares of the Registrant.


ITEM 6. Indemnification of Directors and Officers.

         Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors and officers
against certain liabilities. In general, officers and directors of Registrant
are indemnified against expenses actually and reasonably incurred in connection
with proceedings, whether civil or criminal, provided that it is determined that
they acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.


ITEM 7. Exemption From Registration Claimed.

         Not applicable.

ITEM 8. Exhibits.

Exhibit Number      Description
--------------      -----------

4                   Raven Moon 2004 Amended and Restated Equity Compensation
                    Plan.

5                   Opinion of Counsel, The Business Law Group.

23.1                Consent of Richard L. Brown and Company P.A., Independent
                    Certified Public Accountants.

23.2                Consent of The Business Law Group (Included in Exhibit 5).

                                       3

<PAGE>


ITEM 9.  Undertakings

         1. The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the formation set
             forth in the registration statement

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

                                       4

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on this 21st day of May,
2004.

                                            RAVEN MOON ENTERTAINMENT, INC.


                                            By:  /s/  Joey DiFrancesco
                                               --------------------------------
                                                      Joey DiFrancesco, CEO


         In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURE                         TITLE                                 DATE

/s/  Joey DiFrancesco             President, Director                   05/21/04
-----------------------------     (Principal Executive Officer          --------
     Joey DiFrancesco             and Principal Financial Officer)


/s/  Bernadette DiFrancesco       Vice President, Secretary             05/21/04
-----------------------------     and Director                          --------
     Bernadette DiFrancesco


/s/  Stephen Chrystie             Director                              05/21/04
-----------------------------                                           --------
     Stephen Chrystie


/s/  Anthony E. Arcari            Director                              05/21/04
-----------------------------                                           --------
     Anthony E. Arcari


/s/  Norman Weinstock             Director                              05/21/04
-----------------------------                                           --------
     Norman Weinstock

                                       5

<PAGE>


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         RAVEN MOON ENTERTAINMENT, INC.
               (Exact name of Issuer as specified in its charter)

                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

4                   Raven Moon 2004 Amended and Restated Equity Compensation
                    Plan.

5                   Opinion of Counsel, The Business Law Group.

23.1                Consent of Richard L. Brown and Company P.A., Independent
                    Certified Public Accountants.

23.2                Consent of The Business Law Group (Included in Exhibit 5).

                                       6
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{"company-data": {"conformed-name": "RAVEN MOON ENTERTAINMENT  INC", "cik": "0001058056", "assigned-sic": "4100", "irs-number": "593485779", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115721", "film-number": "04823481"}, "business-address": {"street1": "120 INTERNATIONAL PARKWAY", "street2": "SUITE 220", "city": "HEATHROW", "state": "FL", "zip": "32746"}, "mail-address": {"street1": "120 INTERNATIONAL PARKWAY", "street2": "STE 220", "city": "HEATHROW", "state": "FL", "zip": "32746"}, "former-company": [{"former-conformed-name": "RAVEN MOON INTERNATIONAL INC", "date-changed": "19990223"}, {"former-conformed-name": "YBOR CITY SHUTTLE SERVICE INC", "date-changed": "19980728"}]}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         RAVEN MOON ENTERTAINMENT, INC.
               (Exact Name of Company as specified in its charter)

        Florida                    000-24727                         59-3485779
 ----------------------       -------------------                   ------------
(State of Incorporation)     (Commission File No.)                 (IRS Employer
                                                                      ID Number)

                      120 International Parkway, Suite 220
                             Heathrow, Florida 32726
                     --------------------------------------
                    (Address of principal executive offices)

               2004 AMENDED AND RESTATED Equity Compensation Plan
                             ----------------------
                            (Full title of the Plan)

                           Joey DiFrancesco, President
                         RAVEN MOON ENTERTAINMENT, INC.
                      120 International Parkway, Suite 220
                             Heathrow, Florida 32726
                      -------------------------------------
                     (Name and address of agent for service)

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

                                  CALCULATION OF REGISTRATION FEE
------------------  ---------------   ----------------   -------------------   ------------------
                                         Proposed             Proposed
    Title of          Amount to be        Maximum              Maximum               Amount of
 Securities to be      Registered      Offering Price         Aggregate         Registration Fee
   Registered                           Per Share(2)      Offering Price(2)
------------------  ---------------   ----------------   -------------------   ------------------
Common Shares      20,000,000(1)         $0.1              $2,000,000               $254
------------------  ---------------   ----------------   -------------------   ------------------

(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such indeterminable number of shares of common stock as may become issuable with
respect to any of the registered shares pursuant to antidilution provisions in
the Plan.

(2) The proposed maximum offering price per share is estimated solely for
purpose of calculating the registration fee in accordance with Rule 457(F)(2).

                                       1
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

            Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission as such information is either contained in the consulting agreement
or legal services agreement between the Registrant and each of the participants
or provided to each of the participants in accordance with Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). Such consulting
agreements, legal services agreements, additional information, and the
information incorporated by reference into this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents, which have been filed by the Company with
the Securities and Exchange Commission, are hereby incorporated by reference
into this Prospectus:

            a. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003;

            b. The Company's Quarterly Report on Form 10-QSB for the fiscal
quarters ended March 31, 2004; and

            c. The Company's Current Reports on Forms 8-K subsequent to December
31, 2002, and up to and including the date of filing of this Registration
Statement.

            b. The Company's Current Reports on Forms 8-K subsequent to December
31, 2003, and up to and including the date of filing of this Registration
Statement.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

            Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         The authorized stock of the Company consists of 200,000,000 authorized
shares of Common Stock, par value $.0001 per share, approximately 141,251,084
shares of which were outstanding as of May 17, 2004, and 800,000,000 authorized
shares of Preferred Stock, par value $.0001 par value, approximately 10,134
shares of which were outstanding as of May 17, 2004.

                                       2
Each share of Common Stock is entitled to one vote, either in person
or by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to
one noncumulative vote per share on all matters on which shareholders may vote
at all meetings of shareholders.

            All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

            The Company has appointed Florida Atlantic Stock Transfer, Inc. 7130
Nob Hill Road, Tamarac, Florida 33321, as transfer agent and registrar for the
Common Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

         J. Bennett Grocock, counsel to the Registrant for the purpose of this
Registration Statement, owns 950,000 common shares of the Registrant.

ITEM 6. Indemnification of Directors and Officers.

         Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors and officers
against certain liabilities. In general, officers and directors of Registrant
are indemnified against expenses actually and reasonably incurred in connection
with proceedings, whether civil or criminal, provided that it is determined that
they acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.

ITEM 7. Exemption From Registration Claimed.

         Not applicable.

ITEM 8. Exhibits.

Exhibit Number      Description
--------------      -----------

4                   Raven Moon 2004 Amended and Restated Equity Compensation
                    Plan.

5                   Opinion of Counsel, The Business Law Group.

23.1                Consent of Richard L. Brown and Company P.A., Independent
                    Certified Public Accountants.

23.2                Consent of The Business Law Group (Included in Exhibit 5).

                                       3
ITEM 9.  Undertakings

         1. The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the formation set
             forth in the registration statement

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on this 21st day of May,
2004.

                                            RAVEN MOON ENTERTAINMENT, INC.

                                            By:  /s/  Joey DiFrancesco
                                               --------------------------------
                                                      Joey DiFrancesco, CEO

         In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURE                         TITLE                                 DATE

/s/  Joey DiFrancesco             President, Director                   05/21/04
-----------------------------     (Principal Executive Officer          --------
     Joey DiFrancesco             and Principal Financial Officer)

/s/  Bernadette DiFrancesco       Vice President, Secretary             05/21/04
-----------------------------     and Director                          --------
     Bernadette DiFrancesco

/s/  Stephen Chrystie             Director                              05/21/04
-----------------------------                                           --------
     Stephen Chrystie

/s/  Anthony E. Arcari            Director                              05/21/04
-----------------------------                                           --------
     Anthony E. Arcari

/s/  Norman Weinstock             Director                              05/21/04
-----------------------------                                           --------
     Norman Weinstock

                                       5
REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         RAVEN MOON ENTERTAINMENT, INC.
               (Exact name of Issuer as specified in its charter)

                                  EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------

4                   Raven Moon 2004 Amended and Restated Equity Compensation
                    Plan.

5                   Opinion of Counsel, The Business Law Group.

23.1                Consent of Richard L. Brown and Company P.A., Independent
                    Certified Public Accountants.

23.2                Consent of The Business Law Group (Included in Exhibit 5).

                                       6