UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(Mark One)
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended: May 31, 2004

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        For the transition period from to
                        Commission file number 000-28777

                               Crescent Moon, Inc.
                     --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

       Wyoming                                                      86-0970157
-------------------------------------------------------------------------------
(State or other jurisdiction                                   (IRS Employer
 of incorporation)                                           Identification No.)

                     2557 Cannan Road, Bloomfield, NY 14469
                    (Address of principal executive offices)

                                 (585) 657-1010
                            Issuer's telephone number


         (Former name, former address and former fiscal year, if changed
                              since last report.)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practical  date:  October 1, 2004 1,450,000


         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----


<PAGE>





PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               CRESCENT MOON, INC.
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  May 31,           February 29,
ASSETS                                                                              2004                2004
------
                                                                             ------------------  ------------------

     Current Assets:
<S>                                                                          <C>                 <C>
          Cash                                                               $                -  $                -
          Accounts Receivable                                                            33,399               5,793
          Related Party Receivable                                                        9,256              18,604
                                                                             ------------------  ------------------

               Total Current Assets                                                      42,655              24,397
                                                                             ------------------  ------------------

     Property and Equipment:
          Office Furniture and Equipment                                                 19,140              19,140
          Port-O-Pot and Trailers                                                       454,675             454,675
          Polyportable Equipment                                                         99,801              99,801
          Less Accumulated Depreciation                                                (375,527)           (358,542)
                                                                             ------------------  ------------------

               Net Fixed Assets                                                         198,089             215,074
                                                                             ------------------  ------------------

TOTAL ASSETS                                                                 $          240,744  $          239,471
                                                                             ==================  ==================
</TABLE>























<PAGE>



                               CRESCENT MOON, INC.
                                 BALANCE SHEETS
                                   (Unaudited)
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                  May 31,           February 29,
                                                                                    2004                2004
                                                                             ------------------  ------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
     Current Liabilities:
<S>                                                                          <C>                 <C>
          Accounts Payable                                                   $           10,530  $           10,190
          Income Tax Payable                                                                411                 511
          Accrued Expenses                                                               10,559               3,292
          Bank Overdraft                                                                    399               1,480
          Customer Deposits                                                              12,912               5,412
          Related Party Note Payable                                                          -               2,022
          Bank Line of Credit                                                            35,244              23,071
          Current Portion of Long-Term Debt                                              30,968              32,456
                                                                             ------------------  ------------------

               Total Current Liabilities                                                101,023              78,434
                                                                             ------------------  ------------------

     Non-Current Liabilities:
          Long-Term Notes Payable                                                        33,293              42,489
          Deferred Tax Liability                                                         18,369              19,307
                                                                             ------------------  ------------------

                Total Non-Current Liabilities                                            51,662              61,796
                                                                             ------------------  ------------------

TOTAL LIABILITIES                                                                       152,685             140,230
                                                                             ------------------  ------------------

     Stockholders' Equity:

          Common Stock, Par Value $.001, Authorized
          100,000,000 shares, Issued and Outstanding
          1,450,000 at May 31, 2004 and February 29, 2004                                 1,450               1,450
          Additional Paid in Capital                                                     43,650              43,650
          Retained Earnings (Deficit)                                                    42,959              54,141
                                                                             ------------------  ------------------

               Total Stockholders' Equity                                                88,059              99,241
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $          240,744  $          239,471
                                                                             ==================  ==================
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>



                               CRESCENT MOON, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                     For the Three Months Ended
                                                                                               May 31,
                                                                                        2004             2003
                                                                                 ---------------- -----------------

<S>                                                                              <C>              <C>
Revenues:                                                                        $         87,991 $          22,519
                                                                                 ---------------- -----------------

Expenses:
   Advertising                                                                                879             1,742
   General and Administrative                                                              97,957            36,879
                                                                                 ---------------- -----------------

      Total Operating Expenses                                                             98,836            38,621
                                                                                 ---------------- -----------------

Net Operating Income (Loss)                                                               (10,845)          (16,102)

Other Income (Expense):
   Gain (Loss) on Disposal of Assets                                                            -             7,500
   Interest Expense                                                                        (1,274)             (446)
                                                                                 ---------------- -----------------

   Net Other Income (Expense)                                                             (12,119)            7,054
                                                                                 ---------------- -----------------

   Net Income (Loss) Before Taxes                                                                            (9,048)

Income and Franchise Taxes                                                                      -                 -
Deferred Income Tax                                                                           937                 -
                                                                                 ---------------- -----------------

     Net Income (Loss)                                                           $        (11,182)$          (9,048)
                                                                                 ================ =================

Basic & Diluted Earnings
    Income (Loss) per Share                                                      $         (0.01) $          (0.01)
                                                                                 ================ =================

Weighted Average Shares                                                                 1,450,000         1,450,000
                                                                                 ================ =================
</TABLE>







   The accompanying notes are an integral part of these financial statements.


<PAGE>



                               CRESCENT MOON, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                For the Three Months Ended
                                                                                          May 31,
                                                                                2004                     2003
                                                                       ---------------------   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                     <C>
Net Income (Loss)                                                      $             (11,182)  $             (9,048)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Depreciation                                                                          16,985                 10,524
(Gain) Loss on Disposal of Assets                                                          -                 (7,500)
(Increase) Decrease in Accounts Receivable                                           (27,606)                     -
(Increase) Decrease Related Party Receivable                                           9,348                      -
Increase (Decrease) Accounts Payable                                                     340                 (6,722)
Increase (Decrease) Accrued Expenses                                                   7,267                  1,445
Increase (Decrease) in Income Tax Payable                                               (100)                     -
Increase (Decrease) Bank Overdraft                                                    (1,081)                     -
Increase (Decrease) Customer Deposits                                                  7,500                  4,272
Increase (Decrease) Deferred Tax Liability                                              (938)                     -
                                                                       ---------------------   --------------------

 Net Cash provided (used) by operating activities                                        533                 (7,029)
                                                                       ---------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets                                                                   -                (12,500)
                                                                       ---------------------   --------------------

Net cash provided (used) by investing activities                                           -                (12,500)
                                                                       ---------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable                                                                -                 20,000
Contributed Capital                                                                        -                      -
Principal payments on Notes Payable                                                  (10,684)                (6,641)
Net Increase (Decrease) Related Party Payable                                         (2,022)                 5,050
Net Increase (Decrease) Line of Credit                                                12,173                     11
                                                                       ---------------------   --------------------

 Net Cash Provided by (used in) Financing Activities                                    (533)                18,420
                                                                       ---------------------   --------------------

Net Increase in Cash and Cash Equivalents                                                  -                 (1,109)
Cash and Cash Equivalents at Beginning of Period                                           -                  2,771
                                                                       ---------------------   --------------------

Cash and Cash Equivalents at End of Period                             $                   -   $              1,662
                                                                       =====================   ====================
</TABLE>





<PAGE>



                               CRESCENT MOON, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                For the Three Months Ended
                                                                                          May 31,
                                                                                 2004                   2003
                                                                       ---------------------   --------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                    <C>                     <C>
  Interest                                                             $               1,274   $                446
  Franchise and income taxes                                           $                 100   $                  -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
None



























   The accompanying notes are an integral part of these financial statements.


<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary  of  accounting  policies  for  Crescent  Moon,  Inc.  is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

         The unaudited financial statements as of May 31, 2004 and for the three
months then ended reflect, in the opinion of management,  all adjustments (which
include  only  normal  recurring  adjustments)  necessary  to  fairly  state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

         The Company was incorporated under the laws of the State of New York on
March 2, 1995.

         On June 3, 2002,  the Company  merged with Cherokee  Investments,  Inc.
(Cherokee),  a Wyoming  corporation.  The merger was  accounted for as a reverse
merger,  with the Company being  treated as the  acquiring  entity for financial
reporting  purposes.  In connection with this merger, the Company issued 250,000
shares of common stock in exchange for the assets and  liabilities  of Cherokee.
As a result of the merger, the Company became a Wyoming corporation.

         The merger was recorded as a recapitalization.  In connection with this
recapitalization, the number of shares outstanding prior to the merger have been
restated  to  their  post  merger  equivalents  (increased  from  25  shares  to
1,200,000).

Nature of Business

         The Company is primarily in the business of providing portable restroom
services.  In addition the Company acts as a warehouser for PolyPortables,  Inc.
by assembling and storing plastic portable toilets.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.





<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at May 31, 2004 and 2003.

Fixed Assets

         Fixed  assets are  stated at cost.  Deprecation  expense  for the three
months  ended May 31, 2004 and 2003  was$16,985  and $10,524.  Depreciation  and
amortization are computed using the straight- line and accelerated  methods over
the estimated economic useful lives of the related assets as follows:

         Office Equipment                                     3-5 years
         Port-O-Pot and Trailers                              5-7 years
         Polyportable Equipment                               5-7 years

Upon sale or other  disposition of property and equipment,  the cost and related
accumulated  depreciation or amortization  are removed from the accounts and any
gain or loss is included in the determination of income or loss.

         Expenditures  for  maintenance  and  repairs  are charged to expense as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their estimated economic useful lives.


<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Revenue Recognition

         Revenue is  recognized  as services  are  performed  or as products are
sold.

Advertising

         Advertising  costs are  expensed as incurred.  Advertising  expense was
$879 and $1,742 for the three months ended May 31, 2004 and 2003.

Reclassifications

         Certain  reclassifications have been made in the May 31, 2003 financial
statements to conform with the May 31, 2004 presentation.

Income Taxes

         The Company  accounts  for income  taxes under the  provisions  of SFAS
No.109,  "Accounting  for Income  Taxes." SFAS No.109  requires  recognition  of
deferred  income tax assets and  liabilities  for the expected future income tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

Comprehensive Income

         The Company does not have any accumulated  comprehensive  income items,
and therefore, is not required to report comprehensive income.

NOTE 2 - RENT AND LEASE EXPENSE

         The Company leases  facilities and equipment  under various capital and
operating  leases with  expiration  dates through 2005.  The Company has entered
into a lease  agreements  for its office and  warehouse  facilities.  The rental
charges are  approximately  $725 per month.  The leases expired in June 2002 and
July 2003 and the Company has continued leasing on a month-to month agreement.

         Total rental expense for the Company for the three months ended May 31,
2004 and 2003 was $1,940 and $3,190, respectively, including rent under month-to
month leases.




<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

NOTE 2 - RENT AND LEASE EXPENSE (Continued)

         Equipment  capitalized  under  capital  leases had fair market value of
$20,359 as of June 18, 2001 (date of acquisition of the equipment and assumption
of the related  leases by the Company)  Additional  equipment with a fair market
value of $49,795 as of August 27, 2003 was acquired under a capital lease.

Net minimum rental commitments under all non-cancelable  operating leases are as
follows:
<TABLE>
<CAPTION>
                                                             Capital             Operating
                Year Ending February 28,                      Leases              Leases               Total
                                                        ------------------  -------------------  ------------------
<S>                       <C>                           <C>                 <C>                              <C>
                          2005                          $           23,926  $                    $ -         23,926
                          2006                                      19,570                    -              19,570
                          2007                                      11,416                    -              11,416
                          2008                                           -                    -                   -
                          2009
                                                        ------------------  -------------------  ------------------
            Total minimum lease payments due                        54,912                    -              54,912

           Less amounts representing interest                      (5,521)                    -             (5,521)
                                                        ------------------  -------------------  ------------------

                                                        $           49,391  $                    $-          49,391
                                                        ==================  ===================  ==================
</TABLE>

         The leases  generally  provides  that  insurance,  maintenance  and tax
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business,  leases that expire will be renewed or replaced by leases on
other properties.

NOTE 3 -  RELATED PARTY TRANSACTIONS

         As of May 31, 2004 and February 29, 2004 the Company owes the following
to a stockholder of the Company:

<TABLE>
<CAPTION>
                                                                               May 31,          February 29,
                                                                          ------------------  ----------------
                                                                                 2004               2004
                                                                          ------------------  ----------------
<S>                                                                       <C>                 <C>
Advances, unsecured, non-interest bearing,
due on demand                                                             $                -  $          2,022
                                                                          ==================  ================
</TABLE>

         The Company  leases a four acre parcel from the  Company's  Stockholder
for  approximately  $350 per month  under an  operating  lease.  The lease began
August 1, 1997 and expired on July 31, 2002. The lease has remained in effect on
a month to month basis.



<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

NOTE 3 -  RELATED PARTY TRANSACTIONS (Continued)

         The Company leases  warehouse space from the Company's  Stockholder for
approximately $375 per month under an operating lease. The warehouse lease began
July 1, 1998 and expired on June 30, 2003. The lease has remained in effect on a
month to month basis.

         The Company  leases a ten-unit  trailer from the Company's  Stockholder
for $200 per year under an  operating  lease.  The lease began March 1, 1998 and
expired on January  31,  2001.  The lease has  remained  in effect on a month to
month basis.

         The Company leases a pick-up truck from the Company's  Stockholder  for
$684 per  month  under an  operating  lease.  The lease  began  July 1, 1998 and
expired  March 31,  2001.  The lease has  remained in effect on a month to month
basis.

         The Company leases a twenty-unit trailer from the Company's Stockholder
for $756 per year under an  operating  lease.  The lease  began June 1, 1998 and
expired  January 31, 2001.  The lease has remained in effect on a month to month
basis.

         As of May 31, 2004 and February 29, 2004, the Company loaned $9,256 and
$18,604 to certain related businesses. The receivables are due on demand and are
non-interest bearing.

NOTE 4 - INCOME TAXES

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  The Company had deferred  tax  liability of $18,369 and $19,307 as of
May 31, 2004 and February 29, 2004 . The deferred tax  liability  (asset) is the
result of excess  depreciation  for  income  tax  purposes  over the  amount for
financial reporting purposes.

NOTE 5 - LINE OF CREDIT

         The Company has a $50,000 revolving line of credit payable to M&T Bank,
due on demand with  interest of 1.5% over prime.  The balance due on the line of
credit  was  $35,244  and  $23,071 as of May 31,  2004 and  February  29,  2004,
respectively.








<PAGE>


                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

NOTE 6 - LONG TERM DEBT

         Long-term  liabilities  of the Company at May 31, 2004 and February 29,
2004 consists of the following:

<TABLE>
<CAPTION>
                                                                           May 31,        February 29,
                                                                            2004              2004
                                                                      ----------------- -----------------
<S>                                                                   <C>               <C>
Lease Payable to Liberty Financial Group, due June 18, 2004, payable $681.40 per
month with interest at
13.8%, secured by equipment                                           $             673 $           2,796


Lease Payable to Liberty  Financial Group, due July 15, 2006,  payable $1,630.80
per month with interest at
12%, secured by equipment                                                        41,439            46,741

Note payable to M&T Bank, due December 24, 2005, payable $531.31 per month, with
interest at 1.5% over prime (5.5% at February 29, 2004), secured by
personal guarantee by the Company's Stockholder                                   8,283             9,749

Note  payable to M&T Bank,  due March 6, 2006,  payable  $666.74  per month with
interest at 1.5% over prime (5.5% at February 29, 2004), secured by
equipment                                                                        13,866            15,659
                                                                      ----------------- -----------------
                                                                                 64,261            74,945
Less Current Portion                                                             30,968            32,456
                                                                      ----------------- -----------------

          Total Long-Term Liability                                   $          33,293 $          42,489
                                                                      ================= =================
</TABLE>

         Principal  payments  due on  long-term  debt for each of the five years
subsequent to February 29, 2004 and thereafter are as follows:


       Year ending:                Amount
---------------------------  ------------------
           2005                          32,456
           2006                          30,715
           2007                          11,774
           2008                               -
           2009                               -
        Thereafter                            -
                             ------------------
           Total             $           74,945
                             ==================



<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

         The following  statement is made pursuant to the safe harbor  provision
for forward-looking  statements  described in the Private Securities  Litigation
Reform Act of 1995.  Crescent  Moon,  Inc. may make certain  statements  in this
Prospectus,  including,  without  limitation  statements  that contain the words
"believes," "anticipates,"  "estimates," "expects," and words of similar import,
constitute "forward-looking  statements."  Forward-looking statements may relate
to our future growth and profitability;  the anticipated trends in our industry;
and our competitive strengths and business strategies; Further,  forward-looking
statements are based on our current  expectations and are subject to a number of
risks,  uncertainties  and  assumptions  relating to our  operations,  financial
condition and results of operations. For a discussion of factors that may affect
the outcome  projected  in such  statements,  see "Risk  Factors and  Investment
Considerations." If any of these risks or uncertainties  materialize,  or if any
of the  underlying  assumptions  prove  incorrect,  actual  results could differ
materially  from  results  expressed  or implied  in any of our  forward-looking
statements.  We do not undertake any obligation to revise these  forward-looking
statements  to reflect  events or  circumstances  arising after the date of this
10QSB.

PLAN OF OPERATION

         Crescent Moon, Inc. provides  temporary restroom units including single
units,  disability accesses units,  chemical toilets,  and portable trailer with
flush toilets, running water, air conditioning, and stereo sound.

         Crescent  Moon,  Inc.   provides  a  variety  of  services   including;
delivering  and picking up  temporary  restroom  units;  cleaning  and  stocking
temporary restrooms; event planning to determine utility and power requirements,
total restroom capacity needed based on attendance estimates and event duration,
restroom location, and timing and frequency of cleaning and restocking.

         All single  unit  temporary  restrooms,  constructed  of  plastic,  are
purchased from the same manufacturer,  Poly Portables,  to ensure  compatibility
and interchangeability of replacement parts and to reduce inventory requirements
for these parts.

         Restroom trailers are custom built to meet local demands. Four trailers
have been  built by  Crescent  Moon to service  larger  events.  These  chemical
restrooms trailers are durably built with marine plywood interiors to facilitate
ease of cleaning and repairs of any vandalism or other  damage.  Top of the line
flush  restroom  trailers  are  watertight  for  ease  of  cleaning  with a more
attractive white composite  interior and porcelain and stainless steel fixtures.
These  trailers were custom built to Crescent  Moon,  Inc.'s  specifications  by
Advanced Containment  Systems,  Inc., and Ameri-Can  Engineering.  All units are
designed to withstand the vibrations and torque associated with transportation.

         We have designed an  innovative  pumper truck that utilizes a flat tank
instead of a round tank.  This  enables  drivers to haul more  equipment  at one
time, saving significant time and costs in multiple trips to event sites.



<PAGE>


         Market - Crescent Moon, Inc.'s market is the temporary restroom rentals
service, and event management for outdoor events in  Rochester/Western  New York
area.

         Crescent Moon,  Inc.  serves over 200 individual  events in many market
segments including: Sporting events such as regattas, golf tournaments, and town
soccer  leagues;  annual  neighborhood  arts  festivals  such as the  Corn  Hill
Festival and the Park Avenue Festival; carnivals and other fund-raisers;  annual
city festivals such as the Lilac Festival;  outdoor concerts and music festivals
for the Finger Lakes  Performing  Arts Center and other;  and individual  events
such as weddings, graduations, and private parties.

         Customers - Crescent Moon, Inc.'s main customers are the event planners
themselves.  Large  event  management  organizations-Beau  Productions  and  the
Rochester Broadway Theatre League comprise of 22% of our business. Smaller event
planners such as wedding consultants and catering companies  coordinate multiple
events with  Rochester  Portable  during each season.  Additional  customers are
those in charge of planning only one event such as a not-for-profit  fund-raiser
or a corporate picnic.

RESULTS OF OPERATIONS

Total  Revenues - For the three months ended May 31, 2004 and 2003,  the Company
had total sales of  approximately  $87,991 and $22,519,  respectively.  Revenues
consist  primarily of fees  collected for the rental and  management of portable
restrooms.

Costs and  Expenses  - For the three  months  ended May 31,  2004 and 2003,  the
Company   had  costs  and   expenses  of   approximately   $98,836  and  $38,621
respectively.  Costs and expenses  consist  primarily  of selling and  marketing
expenses and general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

         For the three  months  ended May 31,  2004 and 2003,  the  Company  had
approximately  $533 and  ($7,029)  provided  (used) by cash flow from  operating
activities.

         At May 31,  2004,  the  Company  had total  current  assets of  $42,655
compared to $24,397  current  assets at February 29, 2004. The company had a net
working  capital deficit of $58,368 and $54,037 at May 31, 2004 and February 29,
2004.

         Net  stockholders'  equity in the Company was $88,059 and $99,241 as of
May 31, 2004 and February 29, 2004.



<PAGE>


         The Company  expects future  development and expansion will be financed
through  cash  flow  from  operations  and other  forms of  financing  such debt
securities,  capital leases and other credit facilities. There are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.

Item 3.  Controls and Procedures

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report  on Form  10-Q,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  Quarterly  Report on Form 10-Q  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading   with  respect  to  the  period  covered  by  this
                  Quarterly Report on Form 10-Q, and

                  (ii) the financial statements, and other financial information
                  included in this Quarterly Report on Form 10-Q, fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this Quarterly Report on Form 10-Q.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None


<PAGE>


Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         I. EXHIBITS

         Exhibit No.       Exhibit

         3.1      Articles of Incorporation(1)

         3.2      Amended Articles of Incorporation(1)

         3.3      Bylaws(1)

         31       Certification of Principal  Executive and Financial Officer as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002.

         32       Certification  of Principal  Executive and  Financial  Officer
                  Pursuant  to 18 U.S.C  Section  1350 as  Adopted  Pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      The Company did not file a report on Form 8-K during the quarter  ended
         November 30, 2003


(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 16, 2000.


















<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               CRESCENT MOON, INC.
                                  (Registrant)




DATE:     October 1, 2004             By:    /s/ Robert P. Denome
       ----------------------             --------------------------------------
                                          Robert P. Denome
                                          President, Principal Executive and
                                          Financial Officer