U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2004

[     ] TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 FOR THE TRANSITION PERIOD FROM ------------ TO ------------.

         COMMISSION FILE NUMBER:  000-28777


                               CRESCENT MOON, INC.
                     --------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


            WYOMING                                   86-0970157
  ------------------------------           ----------------------------------
 (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)


                     2557 CANNAN ROAD, BLOOMFIELD, NY 14469
                   ------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                 (585) 657-1010
                             ----------------------
                           (ISSUER'S TELEPHONE NUMBER)


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

SECURITIES  REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.001
PAR VALUE.

INDICATE  BY CHECK  MARK  WHETHER  THE  REGISTRANT:  (1) HAS FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ___.




<PAGE>


INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM 405
OF REGULATION  S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,  TO THE
BEST  OF  THE  REGISTRANT'S   KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART III OF THIS FORM  10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB. X .

AT FEBRUARY 28, 2004,  THE AGGREGATE  MARKET VALUE OF ALL SHARES OF VOTING STOCK
HELD BY NON-AFFILIATES  WAS $250. IN DETERMINING THIS FIGURE, THE REGISTRANT HAS
ASSUMED  THAT  ALL  DIRECTORS  AND  EXECUTIVE  OFFICERS  ARE  AFFILIATES.   SUCH
ASSUMPTION SHALL NOT BE DEEMED  CONCLUSIVE FOR ANY OTHER PURPOSE.  THE NUMBER OF
SHARES  OUTSTANDING  OF EACH  CLASS  OF THE  REGISTRANT'S  COMMON  STOCK,  AS OF
FEBRUARY  28,  2004,  WAS AS FOLLOWS:  COMMON  STOCK $.001 PAR VALUE,  1,450,000
SHARES.

TOTAL REVENUES FOR FISCAL YEAR ENDED FEBRUARY 28, 2004: $355,168

AT FEBRUARY  28,  2004,  THE NUMBER OF SHARES OF COMMON  STOCK  OUTSTANDING  WAS
1,450,000.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES  ; NO X


<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         The Company is engaged primarily in the business of providing temporary
restroom  rentals  and  service,  and event  management  for  outdoor  events in
Rochester/Western  New York area. In addition,  the Company acts as a warehouser
for PolyPortables, Inc. by assembling and storing plastic portable toilets.

HISTORY

         We were incorporated  under the laws of the state of Wyoming on May 28,
1996  under the name  Cherokee  Investments,  Inc.  Before  our  acquisition  of
Rochester Portable  Specialties,  we were an inactive publicly  registered shell
corporation and had no significant  assets or operations.  Daniel Hodges founded
the company and was the sole  officer and  director,  and  majority  shareholder
until the  acquisition  of  Rochester  Portable  Specialties.  On May 6, 2002 we
entered into an acquisition agreement with Rochester Portable Specialties,  Inc.
of New  York to  acquire  Rochester  Portable  Specialties  and its  assets  and
liabilities.  Our  shareholders  approved the  acquisition  and we completed the
acquisition  on  June  3,  2002.  As a  result  of the  acquisition,  we  issued
1,200,0000  shares of our common stock to the shareholder of Rochester  Portable
Specialties. Additionally, pursuant to the acquisition, Mr. Hodges resigned from
his  positions  with  the  company  and  also  returned  to  Crescent  Moon  for
cancellation  750,000  shares of his original share holding of 800,000 shares of
common stock.  Other than the stock issuance to Mr. Denome,  no other  payments,
including  no  finders  fees  or  consulting  fees,  were  paid  as  part of the
transaction.  Greg Polla, a friend of Robert Demone, then President of Rochester
Portable Specialties, located Mr. Hodges and Cherokee Investments and introduced
the parties to the transaction.

         After the acquisition of Rochester Portable Specialties,  we are in the
business  of  providing  temporary  restroom  rentals  and  service,  and  event
management for outdoor events in Rochester/Western New York area. To reflect our
business, we changed our name from Cherokee Investments,  Inc. to Crescent Moon,
Inc.

SERVICES

         Crescent Moon provides a variety of services including:

o        delivering and picking up temporary restroom units.

o        cleaning and stocking temporary  restrooms monthly,  weekly,  daily, or
         hourly.



<PAGE>


o        event   planning  in  the  early  stages  to  determine   utility/power
         requirements;  total  restroom  capacity  needed  based  on  attendance
         estimates and event duration;  restroom location to facilitate  traffic
         flow in relation to other vendors (food,  drink,  etc.); and timing and
         frequency of cleaning and re-stockings, etc.

o        on-site  coordination  during  events  to  monitor  restroom  usage and
         recommend changes, if needed.

PRODUCT DESIGN AND CONSTRUCTION

         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 market demands.  Four
trailers have been acquired to service  larger events.  These chemical  restroom
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's  specifications  by  Advanced
Containment Systems, Inc., and Ameri-Can Engineering.  All units are designed to
withstand the vibration 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. Four
of these trucks have been built for us.

MARKET

         Crescent  Moon's market is to provide  portable and temporary  restroom
rentals   and   service,   and  event   management,   for   outdoor   events  in
Rochester/Western  New York area.  Outdoors and special  events have  sanitation
needs that Crescent Moon can fill by providing  portable and temporary  restroom
rentals. Crescent Moon serves over 200 individual events in many market segments
including:

o        Sporting  events such as regattas,  golf  tournaments,  and town soccer
         leagues.

o        Annual  neighborhood  arts festivals such as The Corn Hill Festival and
         the Park Avenue Festival o Carnivals and other fund-raisers

o        Annual city festivals such as the Lilac Festival

o        Outdoor  concerts and music  festivals for the Finger Lakes  Performing
         Arts Center and others, and

o        Individual events such as weddings, graduations, and private parties. o

<PAGE>


CUSTOMERS

         Our main  customers  are the event  planners  themselves.  Large  event
management organizations, such as Beau Productions will utilize our services for
all their events that need temporary restroom  services.  Smaller event planners
such as wedding  consultants and catering companies  coordinate  multiple events
with Crescent Moon 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.

         Crescent  Moon  markets its  services  directly to event  planners  and
organizers.  Our marketing strategy is to keep in phone contact with local event
planners and  organizers  in order to assist them in  ascertaining  their needs.
Additionally,  Crescent Moon  advertises its services such as in the local phone
book.

         Our two  biggest  customers  accounting  for  approximately  21% of our
revenue are the Buffalo Bills  football  club,  and Beau  Productions,  an event
productions  company. The Buffalo Bills football club holds an eight week summer
training camp hosted at St. John Fisher College in Rochester, New York. While we
have had only year to year  agreements  with the Buffalo Bills  football club to
provide temporary  restroom  facilities for their training camp, we believe that
it is likely that they will continue to use our services for the eight-year term
contract that they have with St. John Fisher  College,  which runs through 2009.
Beau  Productions  is an event  production  and  promoting  company that we have
worked with for seven years. We currently have a contract with Beau  Productions
that provides that they use Crescent Moon as their preferred provider for any of
their temporary restroom needs. That contract expires at the end of 2005.

         We have no other  material  contracts  with our  customers.  We have no
contracts  with our  suppliers.  For our supplies,  we generally seek quotes and
shop around for best prices.

COMPETITION

         We are  not a  significant  participant  in  the  national  market  for
temporary restroom rentals and service. There are established national companies
that have significantly  greater financial and personnel  resources than we have
in this  field.  In the  Rochester/Western  New York area  market that we serve,
Crescent  Moon is a  significant  participant  in that we supply over 80% of the
restroom rentals in that local special event marketplace.

INTELLECTUAL PROPERTY

         We hold a  federal  trademark  for  "Crescent  Moon." We do not own any
other intellectual property.

GOVERNMENT REGULATION



<PAGE>


         Our business relating to the handling,  transportation  and disposal of
waste is  subject  to  extensive  and  complex  rules and  regulations  of,  and
examinations by, federal, state and local government authorities,  including New
York State Department of Environmental  Conservation,  Monroe County Waste Water
Authority,  and OSHA. We have all the permits required to carry on our business.
We  have  a  permit  from  the  New  York  State   Department  of  Environmental
Conservation,  Waste  Transporter  Permit # 8A-567 which  identifies the septage
waste  material that we handle,  that we may transport an unlimited  quantity of
septage waste  materials,  and that we dispose of such septage waste material by
pumping out at approved facilities.  This permit is set to expire on January 31,
2005. We have a permit from the Monroe County Waste Water  Authority,  Scavenger
Waste Hauler Discharge  Permit # 766,  District 8520, which allows us to dispose
of septage waste at local Monroe County facilities for our waste disposal, where
we pay a per gallon fee for waste we  dispose.  This  permit is set to expire on
February  15, 2005.  We must have the waste that we handle  tested by the Monroe
County  Waste  Water  Authority  to ensure that we are not  disposing  hazardous
wastes.  We have permits  based on the weight class and types of vehicles we use
from the New York State  Highway  use tax  permit,  Permit # D55964  18th Series
which expires December 31, 2005, and Interstate  Federal Highway use tax permit,
Permit 16-1477715 which expires December 31, 2004.

         Although we believe we have systems and  procedures  in place to ensure
compliance  with  these  requirements  and  believe  that  we  currently  are in
compliance in all material  respects with  applicable  federal,  state and local
laws,  rules,  regulations,  there can be no assurance of full  compliance  with
current laws, regulations and rules, that more restrictive laws, regulations and
rules will not be adopted in the future, or that existing laws,  regulations and
rules. The occurrence of any such event could make compliance substantially more
difficult  or  expensive,  expose us to claims  and  administrative  enforcement
actions,  or otherwise  materially and adversely affect our business,  financial
condition and prospects.

EMPLOYEES

         We have 4 full-time  employees.  Our employees are not represented by a
union. We consider our relations with our employees to be satisfactory.

ITEM 2.  DESCRIPTION OF PROPERTY

         Crescent  Moon has entered into a lease  agreement  with its  president
Robert P. Denome on July 1, 1998 for its 1,500  square  foot office  facilities.
The rental  charges are  approximately  $375 per month and this lease expired in
June 30, 2003.  Crescent Moon has also entered into a lease  agreement  with its
president  Robert P. Denome on August 1, 1997 for its four acre storage lot. The
rental charges are  approximately  $350 per month and this lease expired in July
31, 2002. The leases have remained in effect on a month to month basis.

         We have assets of portable toilets, trailers,  associated equipment and
office equipment with a value, before depreciation, of approximately $550,000 as
of February 28, 2004.  This is comprised of the  following  assets:  two hundred
single-unit  portable  toilets;  ten  handicap  toilets;  two 12 x 6 foot  flush
trailers;  one 12 foot flush  trailer;  one 16 foot flush  trailer;  one 20 foot
flush trailer;  one 4-Job Restroom trailer;  one 32 foot restroom trailer;  nine
holding tanks and tools;  two hauling  trailers;  one 1997 Dodge Pump Truck; one
1994 Freightliner Pump Truck; one 1998 Dodge Pump Truck; and one 2001 Dodge Pump
Truck. These assets are encumbered by our outstanding bank loans and leases with
a total outstanding amount of approximately $75,000 as of February 28, 2004.


<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

         No material legal proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is not listed or quoted at the present time, and there
is no public  market  for our common  stock.  There can be no  assurance  that a
public  market for our common stock will ever  develop.  Holders of common stock
are entitled to receive such dividends as may be declared by the Company's Board
of  Directors.  No  dividends on the common stock have been paid by the Company,
nor does the Company  anticipate  that dividends will be paid in the foreseeable
future.

         We have no options or warrants outstanding at the current time.

         As of February 28, 2004, there were approximately 27 shareholders.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OR PLAN OF OPERATION

         The  following  discussion  should  be read  in  conjunction  with  the
Financial Statements and notes thereto.

RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION

REVENUES

         Total  revenues  for the year ended  February  28,  2004 were  $355,168
compared to $258,488  for the year ended  February 28,  2003.  Revenues  consist
primarily of fees collected for the rental and management of portable restrooms.
Our revenues  increased 37% for the year ended  February 28, 2004 as compared to
2003 due to an increase in equipment rental for the calendar year.

COSTS AND EXPENSES

         Crescent  Moon had costs and expenses for year ended  February 28, 2004
in the  amount of  $260,875  compared  to  $249,761  for the same  period  ended
February 28, 2003. Costs and expenses consist primarily of supplies,  chemicals,
selling and marketing expenses and general and administrative expenses.

NET INCOME

          Crescent  Moon had a net gain for the fiscal year ended  February  28,
2004 in the amount of $76,922  compared to a net loss of  ($1,373)  for the year
ended February 28, 2003.  While our net income increased  significantly  for our
fiscal year ended February 28, 2003 due to the increase of our equipment rental,
our costs remained  relatively  stable.  Due to the  seasonality of our business
whereby we generate most of our revenue  during the warmer months when there are
a greater  number  of  outdoor  events  that we  service,  we  generally  have a
significant net loss for the first quarter of each fiscal year. Additionally, in
order  to keep  our  employees  working  year  round,  we tend to  purchase  new
equipment  for  assembly  and make  repairs to old  equipment  during the winter
months.

LIQUIDITY AND CAPITAL RESOURCES

         At February 28, 2004, Crescent Moon had total current assets of $24,397
compared to $3,312  current  assets at fiscal year end February 28, 2003. We had
net working  capital  deficit of  ($54,037)  and  ($105,565)  at fiscal year end
February 28, 2004 and February 28, 2004 respectively.  Net stockholders'  equity
for  Crescent  Moon was  $99,241as  of fiscal  year end  February  28,  2004 and
($12,681) at February 28, 2004.

         At fiscal year end February 28, 2004, Crescent Moon had net cash in the
amount of $106,647 provided by its operating  activities compared to $66,670 for
the same period ended  February 28, 2003.  Net cash used in investing  activity,
consisting of the purchase of fixed  assets,  was $159,629 as of fiscal year end
February  28, 2004  compared to $37,882 for the same period  ended  February 28,
2003.  This increase was due largely to the purchase of 200 new portable  toilet
units.  Net cash provided by its financing  activities  was $50,211 as of fiscal
year end  February  28, 2004  compared to  ($27,997)  for the same period  ended
February 28, 2003. This increase is primarily attributable to the the receipt of
approximately  $70,000 in the proceeds  from notes  payable.  At fiscal year end
February  28,  2004  Crescent  Moon had no cash on hand  compared  to $2,771 for
February  28,  2003.  We  expect  that  we will be  able  to  satisfy  our  cash
requirements for the next twelve months from our existing cash flow.

         Our liquidity  increased  significantly in the fiscal year end February
28,  2004 as  compared  to 2003 as a result of  increased  revenues.  Management
believes that there are no other known material trends,  events or uncertainties
that have or are reasonably  likely to have a material  impact on our short-term
or long-term liquidity.

OUTSTANDING LOANS

         Crescent  Moon has a business  line of credit  with  Manufacturers  and
Traders  Trust in the amount of $50,000 at the interest rate of prime plus 1 1/2
percent.  As of fiscal  year end  February  28,  2004,  the line of credit had a
balance of $23,071  while at February  28, 2003 the line of credit had a balance
of $44,202. Robert Denome, president of Crescent Moon, has advanced money to the
company.  On fiscal year end  February 28, 2004,  the advances  totaled  $2,022,
while as of February 28, 2003,  advances from Mr. Denome  totaled  $10,030.  The
advances  made by Mr.  Denome  are due on demand and are  non-interest  bearing.
There are no agreements or understandings with Mr. Denome to provide advances in
the future.

         Crescent  Moon is carrying  two  equipment  loans as of fiscal year end
February 28, 2004. One loan is a note payable to Manufacturers and Traders Trust
Bank with an original  principal  amount of $22,000 due March 6, 2006 payable at
$666.76  per month with an interest  rate of 1 1/2 % over prime.  As of February
28, 2004 this loan had a balance of $15,659.  There is a second note  payable to
Manufacturers  and  Traders  Trust  Bank with an  original  principal  amount of
$25,000 due December 24, 2005 payable at $531.31 per month with an interest rate
of prime  plus 1 1/2 %. As of  February  28,  2004 this  loan had a  balance  of
$9,749.

EQUIPMENT CAPITAL LEASES

         Crescent  Moon is carrying two  equipment  capital  leases as of fiscal
year end February 28, 2004. One lease is payable to Liberty  Financial Group due
June 18,  2004  payable at $681.40  per month  with an  interest  rate of 13.8%,
secured  by  equipment.  As of  February  28,  2004 this  lease had a balance of
$2,796.  The second lease is also payable to Liberty  Financial  Group, due July
15, 2006 payable at $1,630.80 per month with an interest rate of 12%, secured by
equipment. As of February 28, 2004 this lease had a balance of $46,741.

SEASONALITY

         Crescent  Moon's  business  is  seasonal,  with its  revenue  generated
primarily  during  the warmer  weather  months  when it  provides  its  portable
restroom services to outdoor festivals and events.

ITEM 7.  FINANCIAL STATEMENTS

         The financial  statements  are included  beginning at F-1. See Index to
the Financial Statements.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS.



<PAGE>


         The members of the Board of  Directors  of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows:

       Name of Director/Officer          Age         Position(s) with Company
 ------------------------------------- -------- --------------------------------
           Robert P. Denome              40         President, CEO & Director


         Robert  P.  Denome  has  over  20  years  of  experience  in the  Waste
Management industry.  Growing up in the family business,  Mendon Disposal, Inc.,
Mr. Denome took over  management of the business in 1987. In December  1991, the
family company was sold to Waste Management, Inc. (WMI). Mr. Denome then went to
work for WMI, first  supervising  residential solid waste routes and then taking
over the  management of the division  known as  Port-O-Let/Modulaire  -- special
event  services  grossing  over $900,000 per year.  From 1992 through 1993,  Mr.
Denome held the position of supervisor of Port-O-Let, and from 1993 through 1995
he held the position of  department  manager of  Port-O-Let/Modulaire  and Event
Services.  During the course of the four years that he worked with WMI,  through
December of 1995, Mr. Denome gained  valuable  experience in the operations of a
larger corporation including marketing new product introductions, route analysis
and  efficiency  improvement,  financial  justifications  for  major  purchases,
profitability  studies  per  product  line,  and more.  Mr.  Denome  left WMI in
December of 1995 and began operating Crescent Moon, Inc. in January 1996.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth all compensation paid by us to the chief
executive officer,  Robert Denome and the four most highly compensated executive
officers for services rendered during the last three fiscal years.
<TABLE>
<CAPTION>
                                                                                              Long-Term
                           Fiscal                                                        Compensation Awards
                           Year                 Annual                Restricted            Securities                All
        Name and           End               Compensation                Stock              Underlying               Other
   Principal Position       Feb 28      Salary         Bonus            Awards            Options/ SARS           Compensation
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>            <C>               <C>                   <C>                    <C>
Robert Denome              2004            $5,200         $     -           $      -              $        -             $       -
President, CEO             2003             8,300               -                  -                       -                     -
                           2002             7,800               -                  -                       -                     -
</TABLE>


DIRECTOR COMPENSATION

         Directors  currently receive no cash compensation for their services in
that capacity.  Reasonable out-of-pocket expenses may be reimbursed to directors
in connection with attendance at meetings.




<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
1,450,000 shares of issued and outstanding  Common Stock,  including  options to
acquire stock of the Company as of February 28, 2004 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.

<TABLE>
<CAPTION>
Name and Address of                      Nature of                         # Shares
Beneficial Owner                         Ownership                         Owned                Percent
---------------------------------------- --------------------------------- --------------- ----------------
PRINCIPAL SHAREHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
<S>                                      <C>                               <C>                  <C>
Robert Denome
2557 Cannan Road
Bloomfiled, NY 14469                     Common                            1,200,000            83%

All Officer and Directors
  As a Group                                                               1,200,000            83%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Crescent Moon has entered into a lease agreement with its president and
director  Robert P.  Denome on July 1, 1998 for its  1,500  square  foot  office
facilities.  The rental charges are approximately  $375 per month and this lease
expires in June 30, 2003.  Crescent Moon has also entered into a lease agreement
with its president and director  Robert P. Denome on August 1, 1997 for its four
acre storage lot. The rental charges are  approximately  $350 per month and this
lease  expires in July 31, 2002.  The lease has remained in effect on a month to
month basis on the same terms as the original written lease.

         Crescent  Moon  leases a four  acre  parcel  from  Robert  Demone,  the
company's  president,  director and majority  shareholder for approximately $350
per month under an operating lease. The lease began August 1, 1997 and the lease
term  expired on July 31,  2002.  The lease has remained in effect on a month to
month basis on the same terms as the original written lease.

         Crescent Moon leases warehouse space from Robert Demone,  the company's
president,  director and majority  shareholder 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 on the
same terms as the original written lease.



<PAGE>


         Crescent  Moon  leases a  ten-unit  trailer  from  Robert  Demone,  the
company's  president,  director and majority shareholder 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 on the same
terms as the original written lease.

         The Company  leases a pick-up truck from Robert  Demone,  the company's
president,  director  and  majority  shareholder  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 on the same terms as the
original  written lease.  The Company  leases a twenty-unit  trailer from Robert
Demone, the company's president,  director and majority shareholder 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 on the same
terms as the original written lease.

         Robert  Demone,   the  company's   president,   director  and  majority
shareholder, advanced to Crescent Moon funds in the amount totaling $2,022 as of
February 28, 2004. The unsecured, non-interest bearing advances were utilized by
the Company to acquire  supplies  and to pay off its higher  interest  rate bank
loans and line of credit.  The  advances  made by Mr.  Denome  are  non-interest
bearing and due on demand.  There are no agreements or  understandings  with Mr.
Denome to provide advances in the future.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(i) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
         exhibits to previous  filings with the Commission and are  incorporated
         herein by this reference:

         Exhibit No.       Exhibit

         *3                Articles of Incorporation

         *3.2              Bylaws

         *3.1              Amended Articles of Incorporation

         31.1     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

(b) Reports on Form 8-K.

         none.

*        Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated January 5, 2000.


<PAGE>


















                               CRESCENT MOON, INC.


                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003




















<PAGE>







                                    CONTENTS


                                                                       Page

Independent Auditor's Report............................................F - 1

Balance Sheets
 February 29, 2004 and February 28, 2003................................F - 3

Statements of Operations for the
  Years Ended February 29, 2004 and February 28, 2003...................F - 4

Statement of Stockholders' Equity
  Years Ended February 29, 2004 and February 28, 2003...................F - 5

Statements of Cash Flows for the
  Years Ended February 29, 2004 and February 28, 2003...................F - 6

Notes to Financial Statements...........................................F - 7























<PAGE>










                          INDEPENDENT AUDITOR'S REPORT


Crescent Moon, Inc.


         We have audited the accompanying  balance sheets of Crescent Moon, Inc.
as of February 29, 2004 and February 28,  2003,  and the related  statements  of
operations,  statement of stockholders'  equity and cash flows for the two years
ended February 29, 2004. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Crescent Moon, Inc.
as of February 29, 2004 and February 28, 2003, and the results of its operations
and its cash flows for the two years ended February 29, 2004 in conformity  with
generally accepted accounting principles in the United States of America.


                                                     Respectfully Submitted,



                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
September 14, 2004



                                      F - 1

<PAGE>




                               CRESCENT MOON, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                February 29,        February 28,
ASSETS                                                                              2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
     Current Assets:
          Cash                                                               $                -  $            2,771
          Accounts Receivable                                                             5,793                   -
          Income Tax Receivable                                                               -                 541
          Related Party Receivable                                                       18,604                   -
                                                                             ------------------  ------------------

               Total Current Assets                                                      24,397               3,312
                                                                             ------------------  ------------------

     Property and Equipment:
          Office Furniture and Equipment                                                 19,140              11,332
          Port-O-Pot and Trailers                                                       454,675             384,539
          Polyportable Equipment                                                         99,801              18,116
          Less Accumulated Depreciation                                                (358,542)           (310,533)
                                                                             ------------------  ------------------

               Net Fixed Assets                                                         215,074             103,454
                                                                             ------------------  ------------------

     Other Assets: Deferred Tax Assets                                                        -               2,834
                                                                             ------------------  ------------------

TOTAL ASSETS                                                                 $          239,471  $          109,600
                                                                             ==================  ==================
</TABLE>

















                                      F - 2

<PAGE>




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

                                                                                February 29,        February 28,
                                                                                    2004                2003
                                                                             ------------------  ------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                          <C>                 <C>
     Current Liabilities:
          Accounts Payable                                                   $           10,190  $           32,886
          Income Tax Payable                                                                511                   -
          Accrued Expenses                                                                3,292               3,150
          Bank Overdraft                                                                  1,480                   -
          Customer Deposits                                                               5,412               1,446
          Related Party Note Payable                                                      2,022              10,030
          Bank Line of Credit                                                            23,071              44,202
          Current Portion of Long-Term Debt                                              32,456              17,163
                                                                             ------------------  ------------------

               Total Current Liabilities                                                 78,434             108,877
                                                                             ------------------  ------------------

     Non-Current Liabilities:
          Long-Term Notes Payable                                                        42,489              13,404
          Deferred Tax Liability                                                         19,307                   -
                                                                             ------------------  ------------------

                Total Non-Current Liabilities                                            61,796              13,404
                                                                             ------------------  ------------------

TOTAL LIABILITIES                                                                       140,230             122,281
                                                                             ------------------  ------------------

     Stockholders' Equity:

          Common Stock, Par Value $.001, Authorized
          100,000,000 shares, Issued and Outstanding
          1,450,000 at February 29, 2004 and February 28, 2003                            1,450               1,450
          Additional Paid in Capital                                                     43,650               8,650
          Retained Earnings (Deficit)                                                    54,141             (22,781)
                                                                             ------------------  ------------------

               Total Stockholders' Equity                                                99,241             (12,681)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $          239,471  $          109,600
                                                                             ==================  ==================
</TABLE>

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

                                      F - 3

<PAGE>




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

                                                                                         For the Year Ended
                                                                                   February 29,     February 28,
                                                                                       2004             2003
                                                                                 ---------------- -----------------

<S>                                                                              <C>              <C>
Revenues:                                                                        $        355,168 $         258,488
                                                                                 ---------------- -----------------

Expenses:
   Advertising                                                                              8,361             3,509
   General and Administrative                                                             252,514           246,252
                                                                                 ---------------- -----------------

      Total Operating Expenses                                                            260,875           249,761
                                                                                 ---------------- -----------------

Net Operating Income                                                                       94,293             8,727

Other Income (Expense):
   Gain (Loss) on Disposal of Assets                                                        7,500                 -
   Interest Expense                                                                        (2,219)          (13,475)
                                                                                 ---------------- -----------------

   Net Other Income (Expense)                                                               5,281           (13,475)
                                                                                 ---------------- -----------------

   Net Income (Loss) Before Taxes                                                          99,574            (4,748)

Income and Franchise Taxes                                                                   (511)              541
Deferred Income Tax                                                                       (22,141)            2,834
                                                                                 ---------------- -----------------

     Net Income (Loss)                                                           $         76,922 $          (1,373)
                                                                                 ================ =================

Basic & Diluted Earnings
    Income (Loss) per Share                                                      $           0.06 $               -
                                                                                 ================ =================

Weighted Average Shares                                                                 1,450,000         1,265,000
                                                                                 ================ =================
</TABLE>





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

                                      F - 4

<PAGE>



                               CRESCENT MOON, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                 Additional           Retained
                                                  Common Stock                    Paid in             Earnings
                                           Shares               Value             Capital            (Deficit)
                                      -----------------   -----------------  ------------------  ------------------


<S>                                   <C>                 <C>                <C>                 <C>
Balance at February 28, 2002                  1,200,000   $           1,200  $            8,900  $          (21,408)

June 3, 2003, Shares Issued in
   Connection with Merger                       250,000                 250                (250)                  -

Net Loss                                              -                   -                   -              (1,373)
                                      -----------------   -----------------  ------------------  ------------------

Balance at February 28, 2003                  1,450,000               1,450               8,650             (22,781)

Contributed Capital                                   -                   -              35,000                   -

Net Loss                                              -                   -                   -              76,922
                                      -----------------   -----------------  ------------------  ------------------

Balance at February 29, 2004                  1,450,000   $           1,450  $           43,650  $           54,141
                                      =================   =================  ==================  ==================
</TABLE>














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


                                      F - 5

<PAGE>



                               CRESCENT MOON, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    For the Year Ended
                                                                           February 29,            February 28,
                                                                               2004                    2003
                                                                       ---------------------   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                     <C>
Net Income (Loss)                                                      $              76,922   $             (1,373)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Depreciation                                                                          55,508                 42,187
(Increase) Decrease in Deferred Tax Asset                                              2,834                 (2,834)
(Gain) Loss on Disposal of Assets                                                     (7,500)                     -
(Increase) Decrease in Accounts Receivable                                            (5,793)                     -
(Increase) Decrease in Income Tax Receivable                                             541                   (541)
(Increase) Decrease Related Party Receivable                                         (18,604)                     -
Increase (Decrease) Accounts Payable                                                 (22,696)                24,635
Increase (Decrease) Accrued Expenses                                                     142                  3,150
Increase (Decrease) in Income Tax Payable                                                511                      -
Increase (Decrease) Bank Overdraft                                                     1,480                      -
Increase (Decrease) Customer Deposits                                                  3,996                  1,446
Increase (Decrease) Deferred Tax Liability                                            19,306                      -
                                                                       ---------------------   --------------------

 Net Cash provided by operating activities                                           106,647                 66,670
                                                                       ---------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale (Purchase) of Fixed Assets                                                     (159,629)               (37,882)
                                                                       ---------------------   --------------------

Net cash provided (used) by investing activities                                    (159,629)               (37,882)
                                                                       ---------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable                                                           69,795                      -
Contributed Capital                                                                   35,000                      -
Principal payments on Notes Payable                                                  (25,445)               (21,743)
Net Increase (Decrease) Related Party Payable                                         (8,008)                (9,456)
Net Increase (Decrease) Line of Credit                                               (21,131)                 3,202
                                                                       ---------------------   --------------------

 Net Cash Provided by (used in) Financing Activities                                  50,211                (27,997)
                                                                       ---------------------   --------------------

Net Increase in Cash and Cash Equivalents                                             (2,771)                   791
Cash and Cash Equivalents at Beginning of Period                                       2,771                  1,980
                                                                       ---------------------   --------------------

Cash and Cash Equivalents at End of Period                             $                   -   $              2,771
                                                                       =====================   ====================
</TABLE>

                                     F - 6
<PAGE>

                               CRESCENT MOON, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                    For the Year Ended
                                                                           February 29,            February 28,
                                                                               2004                    2003
                                                                       ---------------------   --------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                    <C>                     <C>
  Interest                                                             $               2,219   $             13,476
  Franchise and income taxes                                           $                 259   $                  -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
None
</TABLE>


























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

                                      F - 7

<PAGE>



                               CRESCENT MOON, INC.
                          NOTES TO FINANCIAL STATEMENTS

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.

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).  All  references  in the  accompanying  financial  statements to the
number of Common  shares and  per-share  amounts for 2002 have been  restated to
reflect the equivalent number of post merger shares.

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.

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.

                                      F - 8

<PAGE>



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

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

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 February 29, 2004 and February 28, 2003.

Revenue Recognition

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

Fixed Assets

         Fixed  assets are  stated at cost.  Deprecation  expense  for the years
ended  February  29,  2004 and  February  28,  2003  was  $55,508  and  $42,187.
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.


                                      F - 9

<PAGE>



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

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

Advertising

         Advertising  costs are  expensed as incurred.  Advertising  expense was
$8,361 and $3,509 for the years ended February 29, 2004 and February 28, 2003.

Reclassifications

         Certain  reclassifications  have been  made in the  February  28,  2003
financial statements to conform with the February 29, 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 two years ended  February
29, 2004 and  February 28, 2003,  $15,397 and $27,057,  respectively,  including
rent under month-to month leases.

         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.


                                      F - 10

<PAGE>



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

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 February  29,  2004 and  February  28, 2003 the Company  owes the
following to a stockholder of the Company:

<TABLE>
<CAPTION>
                                                                             February 29,       February 28,
                                                                          ------------------  ----------------
                                                                                 2004               2003
                                                                          ------------------  ----------------
<S>                                                                       <C>                 <C>
Advances, unsecured, non-interest bearing,
due on demand                                                             $            2,022  $         10,030
                                                                          ==================  ================
</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.

         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

                                     F - 11

<PAGE>



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

NOTE 3 -  RELATED PARTY TRANSACTIONS (Continued)

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.

         During the year ended  February 29, 2004, the Company loaned $18,604 to
certain  related  businesses.   The  receivables  are  due  on  demand  and  are
non-interest bearing.

NOTE 4 - INCOME TAXES

         The  provision  for income  taxes  consists of Federal and State income
tax. The provision consists of the following:

<TABLE>
<CAPTION>

Current:                                             2004                 2003
                                               -----------------   ------------------
<S>                                            <C>                 <C>
   Federal Income Tax                          $               -   $             (341)
   New York State Income Tax                                 511                 (200)
   Deferred tax liability (asset)                         22,141               (2,834)
                                               -----------------   ------------------
   Income tax expense (benefit)                $          22,652   $           (3,375)
                                               =================   ==================
</TABLE>

         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 (asset) of $22,141 and ($2,834)
as of February  29, 2004 and February  28,  2003.  The  deferred  tax  liability
(asset) is the result of excess  depreciation  for income tax purposes  over the
amount for financial reporting purposes.

         The differences  between the effective  income tax rate and the federal
statutory  income tax rate on the income (loss) from  continuing  operations are
presented below:

<TABLE>
<CAPTION>

                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Expense at the federal and state statutory rate of 42%                       $           41,821  $                -
Deferred Tax Liability (Asset)                                                           22,141              (2,834)
Other                                                                                   (41,310)               (541)
                                                                             ------------------  ------------------
Effective Tax Expense                                                        $           22,652  $           (3,375)
                                                                             ==================  ==================
</TABLE>


                                     F - 12

<PAGE>





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

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 $23,071 and $44,202 as of February  29, 2004 and  February  28, 2003,
respectively.

NOTE 6 - LONG TERM DEBT

         Long-term  liabilities of the Company at February 29, 2004 and February
28, 2003 consists of the following:
<TABLE>
<CAPTION>
                                                                        February 29,      February 28,
                                                                            2004              2003
                                                                      ----------------- -----------------
<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                                           $           2,796 $           9,908


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

Note  Payable to M&T Bank,  due August 1, 2003,  payable  $812.36 per month with
interest at 1.0%
over prime, secured by automotive equipment                                           -             4,728

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                                   9,749            15,931

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                                                                        15,659                 -

                                                                      ----------------- -----------------
                                                                                 74,945            30,567
Less Current Portion                                                             32,456            17,163
                                                                      ----------------- -----------------

          Total Long-Term Liability                                   $          42,489 $          13,404
                                                                      ================= =================
</TABLE>


                                     F - 13

<PAGE>


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

NOTE 6 - LONG TERM DEBT (Continued)

         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
                             ==================


























                                     F - 14

<PAGE>



ITEM 14. 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  annual  report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

         (i) this annual report on Form 10-KSB 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 annual report on Form 10-KSB, and

         (ii) the financial statements, and other financial information included
         in this annual  report on Form 10-KSB,  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 annual
         report on Form 10-KSB.

         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.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended February 29, 2004
and February 28, 2003:

<TABLE>
<CAPTION>
                          Service                               2004                      2003
               -------------------------------         -----------------------    ----------------------
<S>                                                              <C>                        <C>
               Audit Fees                                        $     13,626               $    28,073
               Audit-Related Fees                                           -                         -
               Tax Fees                                                     -                         -
               All Other Fees                                               -                         -
                                                       -----------------------    ----------------------
               Total                                             $     13,626               $    28,073
                                                       =======================    ======================
</TABLE>

AUDIT FEES - Consists of fees billed for professional  services rendered for the
audits of our financial statements,  reviews of our interim financial statements
included in quarterly  reports,  services  performed in connection  with filings
with the Securities & Exchange  Commission and related comfort letters and other
services  that are normally  provided by Robison,  Hill & Company in  connection
with statutory and regulatory filings or engagements.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

         The Audit Committee is to pre-approve all audit and non-audit  services
provided by the independent auditors. These services may include audit services,
audit  related  services,  tax services and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

































<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CRESCENT MOON, INC.

By:   /s/ Robert P. Denome
   ---------------------------------
      Robert P. Denome
      President and Director
     (Principal Executive and Financial Officer)

Date: September 27, 2004