UNITED STATES
                       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: December 31, 2004

                                       OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________________ to _________________.


Commission file number: 000-32567


                              BLUE INDUSTRIES INC.
                  -------------------------------------------
                 (Name of small business issuer in its charter)


          NEVADA                                         52-2273215
-------------------------------             ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

 1480 Breakers West Boulevard
  Royal Palm Beach, Florida                                33401
-------------------------------             ------------------------------------
(Address of principal                                    (Zip Code)
 executive offices)

Issuer's telephone number: (858) 243-2615


                 4878 Ronson Court, San Diego, California 92111
                  -------------------------------------------
             (Former name and address if changed since last report)


--------------------------------------------------------------------------------


Securities registered
  under Section 12(b) of the Exchange Act:   - None



Securities registered
  under Section 12(g) of the Exchange Act:  - Common Stock
                                            - $0.001 par value

--------------------------------------------------------------------------------






<PAGE>



Check  whether  the issuer  has (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [X]  No[_]



Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company'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. [_]



The issuer's revenues for the fiscal year ended December 31, 2004 were $-0-.



State the aggregate market value of the 2,449,681 shares of common stock held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.) was $244,968.10 at the close of business on December
31, 2004.



As of December 31, 2004,  there were 7,015,578 shares of Common Stock issued and
outstanding.



Transitional Small Business Disclosure Format:  Yes [_]  No[X]






<PAGE>



                              Blue Industries, Inc.

                                Index to Contents

                                                                            Page
Part I

Item 1     Description of Business                                             4
Item 2     Description of Property                                            19
Item 3     Legal Proceedings                                                  19
Item 4     Submission of Matters to a Vote of Security Holders                20

Part II

Item 5     Market for Company's Common Stock and Related
              Stockholders Matters                                            20
Item 6     Management's Discussion and Analysis or Plan of Operation          21
Item 7     Financial Statements                                               24
Item 8     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures                         24
Item 8A    Controls and Procedures                                            24

Part III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act               24
Item 10    Executive Compensation                                             26
Item 11    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters                                 26
Item 12    Certain Relationships and Related Transactions                     27
Item 13    Exhibits and Reports on 8-K                                        28
Item 14    Principal Accountant Fees and Services                             28

Signatures                                                                    29








<PAGE>



                  Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.



                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Blue Industries,  Inc., (the "Company"),  was incorporated under the laws of the
State of Nevada on April 5, 2000 as Burrard  Technologies,  Inc. ("Burrard") and
was involved in software development.  During 2001, the Company discontinued the
software  development  and became  inactive  until  December 18,  2001,  when it
acquired   all  the   issued  and   outstanding   shares  of   Technocall   S.A.
("Technocall"), a Swiss company.

Technocall SA, a proprietary  micro-calculator and electronic  management system
that regulates and controls the water treatment process, had been inactive until
September  2001,  at which time it acquired all the assets  comprising  the Blue
Industries  water treatment  process.  On April 2, 2002, the Company changed its
legal name to Blue Industries Inc.

In March 2003, the Company formed Blue Industries,  Inc., a new subsidiary under
the laws of the state of Florida. In late 2003, the Company elected to liquidate
its foreign operating subsidiaries and reverted to an inactive status again.

The Company has authorized  50,000,000  shares of $0.0001 par value common stock
and  10,000,000  shares  of  $0.0001  par  value  preferred  stock.  Rights  and
privileges of the preferred stock are to be determined by the Board of Directors



                                       4
<PAGE>



prior to issuance.  The Company had  7,015,578  and  4,870,714  shares of common
stock and no shares of preferred  stock issued and  outstanding  at December 31,
2004 and 2003, respectively.

In March 2002,  the  Company's  stockholders  approved a change to the Company's
authorized  share capital to increase the authorized  common stock to 50,000,000
shares at a par value of $0.001 per share,  and to  authorize  the  creation  of
10,000,000 shares of preferred stock at a par value of $0.001 per share.

In 2003, the Company failed to implement it's business plan(s) and, accordingly,
is considered to be in the development stage.

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

The  Company  may  be  referred  to  as a  reporting  shell  corporation.  Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge  with a shell (a  reverse  merger  or  reverse  acquisition)  whereby  the
shareholders of the private  company become the majority of the  shareholders of
the combined company. The private company may purchase for cash all or a portion
of the  common  shares of the  shell  corporation  from its major  stockholders.
Typically,  the Board and officers of the private  company  become the new Board
and officers of the combined  Company and often the name of the private  company
becomes the name of the combined entity.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct  discussions  regarding the possibility of merger are
expected to occur until after the effective date of this registration statement.
No  assurance  can be given that the Company  will be  successful  in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises




                                       5
<PAGE>



may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation
and  Selection  of Business  Opportunities).  The Company  anticipates  that the
business  opportunities  presented  to it will (I)  either be in the  process of
formation,  or be recently organized with limited operating history or a history
of  losses  attributable  to   under-capitalization   or  other  factors;   (ii)
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop new  products or services or to expand into a new market,  or have plans
for rapid expansion through acquisition of competing  businesses;  (iv) or other
similar  characteristics.  The Company  intends to concentrate  its  acquisition
efforts on properties or businesses  that it believes to be  undervalued or that
it believes may realize a substantial  benefit from being publicly owned.  Given
the above factors,  investors  should expect that any acquisition  candidate may
have  little  or  no  operating   history,   or  a  history  of  losses  or  low
profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business,  to the extent of its limited resources.  This include
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

As a consequence of this registration of its securities,  any entity,  which has
an interest in being acquired by, or merging into the Company, is expected to be
an entity that desires to become a public Company and establish a public trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would either be issued by the Company or be purchased from the current principal
stockholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current principal stockholders,  the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of the
officers and directors would thereby become an underwriter within the meaning of
the  Section  2(11) of the  Securities  Act of 1933,  as  amended as long as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors,  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.



                                       6
<PAGE>



It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-  dealers,  venture  capitalists,  members  of the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated.  Should  the  Company  determine  in  the  future,  contrary  to the
foregoing  expectations,  that a transaction  with an affiliate  would be in the
best interests of the Company and its stockholders,  the Company is, in general,
permitted by Nevada law to enter into a transaction  if the material facts as to
the  relationship  or  interest  of the  affiliate  and as to  the  contract  or
transaction are disclosed or are known to the Board of Directors,  and the Board
in good faith  authorizes,  approves or ratifies the contract or  transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or the material facts
as to the  relationship  or interest of the  affiliate and as to the contract or
transaction  are  disclosed  or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified  in  good  faith  by  vote  of the  stockholders;  or the  contract  or
transaction is fair as to the Company as of the time it is authorized,  approved
or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  Company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the business  opportunity will derive from becoming a publicly held entity,  and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

Certain types of business acquisition  transactions may be completed without any
requirement  that the Company first submit the  transaction to the  stockholders
for their approval.  In the event the proposed transaction is structured in such



                                       7
<PAGE>



a fashion that  stockholder  approval is not required,  holders of the Company's
securities (other than principal  stockholders  holding a controlling  interest)
should not anticipate  that they will be provided with  financial  statements or
any other documentation prior to the completion of the transaction.  Other types
of transactions require prior approval of the stockholders.

In the event a proposed business combination or business acquisition transaction
is  structured in such a fashion that prior  stockholder  approval is necessary,
the  Company  will be  required  to  prepare  a Proxy or  Information  Statement
describing  the proposed  transaction,  file it with the Securities and Exchange
Commission  for  review  and  approval,  and  mail a copy  of it to all  Company
stockholders  prior to holding a stockholders  meeting for purposes of voting on
the  proposal.  Minority  shareholders  that do not vote in favor of a  proposed
transaction  will then have the right,  in the event the transaction is approved
by the required number of stockholders, to exercise statutory dissenter's rights
and elect to be paid the fair value of their shares.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the  investigation  and  selection  of business  opportunities,  and might pay a
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

Otherwise,  in analyzing  potential business  opportunities,  Company management
anticipates that it will consider, among other things, the following factors:

     o    Potential for growth and  profitability  indicated by new  technology,
          anticipated  market  expansion,  or  new  products;  o  The  Company's
          perception of how any particular business opportunity will be received
          by the investment community and by the Company's stockholders;
     o    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).
     o    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;



                                       8
<PAGE>



     o    The extent to which the business opportunity can be advanced;
     o    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     o    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment; o The cost of participation by the
          Company as compared to the perceived  tangible and  intangible  values
          and potential; and
     o    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

No one of the factors  described above will be controlling in the selection of a
business  opportunity,  and  management  will  attempt  to analyze  all  factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurance  that  audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 60 days  following
completion of a merger or acquisition transaction; and the like.

As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.



                                       9
<PAGE>



It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of penny stocks.
The regulations would affect, and possibly impair, any market that might develop
in the  Company's  securities  until such time as they  qualify  for  listing on
NASDAQ or on an exchange which would make them exempt from  applicability of the
penny stock regulations. (See Risk Factors Regulation of Penny Stocks)

Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called B tax free reorganization under the
Internal  Revenue  Code of 1986 as  amended,  depends  upon the  issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these



                                       10
<PAGE>



provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

It is anticipated that any new securities issued in any reorganization  would be
issued  in  reliance  upon  one  or  more  exemptions  from  registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general  matter,  the Company  anticipates  that it,  and/or its  principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.




                                       11
<PAGE>



Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing,  trading or
selling the securities of such business.  The Company does not, however,  intend
to engage  primarily in such  activities.  Specifically,  the Company intends to
conduct its activities so as to avoid being classified as an investment  Company
under the Investment  Company Act of 1940 (the Investment Act), and therefore to
avoid  application  of  the  costly  and  restrictive   registration  and  other
provisions of the Investment Act, and the regulations promulgated thereunder.

The  Company's  plan of business may involve  changes in its capital  structure,
management,   control  and   business,   especially   if  it   consummates   the
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company,  stockholders will
not be afforded these protections.

Competition

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

Employees

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

Risk Factors

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

Limited Operating History makes Potential Difficult to Assess

The Company has a limited  operating  history with no revenues or earnings  from
operations for more than two (2) years.

The Company  will, in all  likelihood,  continue to sustain  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.



                                       12
<PAGE>



THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
A BUSINESS COMBINATION

The Company has no current arrangement,  agreement or understanding with respect
to engaging in a business  combination with a specific  entity.  There can be no
assurance  that the Company will be successful  in  identifying  and  evaluating
suitable  business  opportunities  or in concluding a business  combination.  No
particular  industry or specific  business  within an industry has been selected
for a target  company.  The Company  has not  established  a specific  length of
operating history or a specified level of earnings,  assets,  net worth or other
criteria  which it will require a target  company to have  achieved,  or without
which the Company would not consider a business  combination  with such business
entity.  Accordingly,  the Company may enter into a business  combination with a
business entity having no significant operating history,  losses,  limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.

No Assurance of Success or Profitability

There is no  assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

Type of Business Acquired

The type of business to be acquired may be one that  desires to avoid  effecting
its own public offering an the accompanying expense, delays, uncertainties,  and
federal and state requirements  which purport to protect  investors.  Because of
the Company's  limited capital,  it is more likely than not that any acquisition
by the  Company  will  involve  other  parties  whose  primary  interest  is the
acquisition  of control of a publicly  traded  Company.  Moreover,  any business
opportunity  acquired may be currently  unprofitable  or present other  negative
factors.

Lack of Diversification

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic  fluctuations  within a particular business
or industry and  therefore  increase  the risks  associated  with the  Company's
operations.

Only One Director and Officer

Because  management  consists  of only one  person,  while  seeking  a  business
combination  that person will be the only person  responsible  in conducting the
day-to-day operations of the Company. The Company does not benefit from multiple
judgments that a greater number of directors or officers would provide,  and the
Company  will rely  completely  on the  judgment of its one officer and director
when selecting a target company.




                                       13
<PAGE>



Our sole Officer and Director anticipates devoting only a limited amount of time
per  month  to the  business  of the  Company.  There is no  written  employment
agreement with the Company.  The Company does not  anticipate  obtaining key man
life  insurance.  The loss of the  services of our officer  and  director  would
adversely  affect  development  of the Company's  business and its likelihood of
continuing operations.

Dependence Upon Management; Limited Participation of Management

The Company will be entirely  dependant  upon the experience of its officers and
directors  in seeking,  investigating,  and  acquiring a business  and in making
decisions regarding the Company's operations.  It is possible that, from time to
time,  the inability of such persons to devote their full time  attention to the
Because  investors  will not be able to evaluate  the merits of possible  future
business  acquisitions  by  the  Company,  they  should  critically  assess  the
information concerning the Company's officers and directors. (See Management.)

Conflicts of Interest

Certain  conflicts  of interest  exist  between the Company and its officers and
directors.  They have other business  interests to which they  currently  devote
attention,  and are  expected to continue  to do so. As a result,  conflicts  of
interest may arise that can be resolved only through their exercise of judgement
in a manner which is consistent with their fiduciary duties to the Company. (See
Management.)

It is  anticipated  that  the  Company's  principal  shareholders  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal shareholders may consider
their own  personal  pecuniary  benefit  rather than the best  interest of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholders other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

Possible Need for Additional Financing

The Company has very limited funds,  and such funds, may not be adequate to take
advantage  of any  available  business  opportunities.  Even  if  the  Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholders.  However,  the Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the



                                       14
<PAGE>



acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

Dependence Upon Outside Advisors

To supplement the business experience of its officers and directors, the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other  consultants  or advisors.  The selection of any such advisors will, be
made by the Company's officers, without any input by shareholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing  fiduciary  or other  obligation  to the Company.  In the event the
officers of the Company consider it necessary to hire outside advisors, they may
elect  to hire  persons  who are  affiliates,  if those  affiliates  are able to
provide the required services.

Regulation of Penny Stocks

The  Commission has adopted a number of rules to regulate  "penny  stocks." Such
rules  include Rule 3a51-1 and Rules 15g-1  through  15g-9 under the  Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute  "penny  stocks"  within  the  meaning  of the rules  (as any  equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise  price of less than $5.00 per  share,  largely  traded in the  National
Association  of  Securities  Dealers'  (NASD)  OTC  Bulletin  Board or the "Pink
Sheets",  the  rules  would  apply to the  Company  and to its  securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be
unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person unless prior to the transaction:

     (i)  the  broker  or  dealer  has  approved   the   person's   account  for
          transactions in penny stock pursuant to this rule and

     (ii) the broker or dealer has received from the person a written  agreement
          to the  transaction  setting  forth the  identity  and quantity of the
          penny stock to be  purchased.  In order to approve a person's  account
          for transactions in penny stock, the broker or dealer must:

          (a)  obtain  from  the  person  information  concerning  the  person's
     financial situation, investment experience, and investment objectives;
          (b) reasonably determine that transactions in penny stock are suitable
     for  that  person,  and  that  the  person  has  sufficient  knowledge  and
     experience in financial  matters that the person reasonably may be expected
     to be capable of evaluating the risks of transactions in penny stock;
          (c) deliver to the person a written  statement setting forth the basis
     on which the broker or dealer made the determination



                                       15
<PAGE>



          (i)  stating  in a  highlighted  format  that it is  unlawful  for the
               broker or dealer to affect a  transaction  in penny stock  unless
               the broker or dealer has received,  prior to the  transaction,  a
               written agreement to the transaction from the person; and
          (ii) stating  in  a  highlighted  format  immediately   preceding  the
               customer signature line that
          (iii)the broker or dealer is  required  to provide the person with the
               written statement; and
          (iv) the person  should not sign and return the written  statement  to
               the  broker  or  dealer  if it does not  accurately  reflect  the
               person's  financial   situation,   investment   experience,   and
               investment objectives; and

          (d)  receive  from the person a manually  signed and dated copy of the
     written  statement.  It is also required that  disclosure be made as to the
     risks of  investing  in penny  stock  and the  commissions  payable  to the
     broker-dealer,  as well as current  price  quotations  and the remedies and
     rights available in cases of fraud in penny stock transactions. Statements,
     on a monthly basis,  must be sent to the investor listing recent prices for
     the Penny Stock and information on the limited market.  Shareholders should
     be aware that,  according to Securities and Exchange Commission Release No.
     34-29093,  the market for penny  stocks has  suffered in recent  years from
     patterns  of fraud and abuse.  Such  patterns  include:

          (i)  control  of  the  market  for  the  security  by  one  or  a  few
               broker-dealers that are often related to the promoter or issuer;
          (ii) manipulation of prices through prearranged  matching of purchases
               and sales and false and misleading press releases;
          (iii)"boiler room"  practices  involving  high- pressure sales tactics
               and unrealistic price projections by inexperienced sales persons;
          (iv) excessive and  undisclosed  bid-ask  differential  and markups by
               selling broker-dealers; and
          (v)  the  wholesale  dumping of the same  securities  by promoters and
               broker  dealers after prices have been  manipulated  to a desired
               level,  along with the  resulting  inevitable  collapse  of those
               prices and with consequent investor losses.

     The  Company's  management  is  aware  of the  abuses  that  have  occurred
     historically  in the penny stock  market.  Although  the  Company  does not
     expect to be in a position  to  dictate  the  behavior  of the market or of
     broker-dealers who participate in the market, management will strive within
     the confines of practical  limitations  to prevent the  described  patterns
     from being established with respect to the Company's securities.

THERE  MAY  BE  A  SCARCITY  OF  AND/OR  SIGNIFICANT  COMPETITION  FOR  BUSINESS
OPPORTUNITIES AND COMBINATIONS

The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms, are active in mergers and acquisitions of companies which may be merger



                                       16
<PAGE>



or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

Reporting Requirements may Delay or Preclude Acquisition

Pursuant to the  requirements  of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements  must be furnished  within 15 days  following the effective date of a
business  combination.  Obtaining audited financial  statements are the economic
responsibility of the target company.  The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may  significantly  delay or essentially  preclude  consummation of an otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Notwithstanding  a target  company's  agreement  to obtain  audited
financial statements within the required time frame, such audited financials may
not be available to the Company at the time of effecting a business combination.
In cases where audited financials are unavailable, the Company will have to rely
upon  unaudited  information  that has not been verified by outside  auditors in
making its decision to engage in a transaction  with the business  entity.  This
risk  increases  the prospect that a business  combination  with such a business
entity might prove to be an unfavorable one for the Company.

Lack of Market Research or Marketing Organization

The Company has neither conducted,  nor have others made available to it, market
research indicating that demand exists for the transactions  contemplated by the
Company.  In the event demand exists for a transaction of the type  contemplated
by the  Company,  there  is no  assurance  the  Company  will be  successful  in
completing any such business combination.

Regulation under The Investment Company Act of 1940

In the event the Company  engages in business  combinations  which result in the
Company  holding  passive  investment  interests  in a number of  entities,  the
Company could be subject to regulation under the Investment Company Act of 1940.
In such  event,  the Company  would be  required  to  register as an  investment
company and could be expected to incur  significant  registration and compliance
costs. The Company has obtained no formal  determination from the Securities and
Exchange Commission as to the status of the Company under the Investment Company
Act of 1940 and,  consequently,  any  violation  of such Act could  subject  the
Company to material adverse consequences.




                                       17
<PAGE>



Probable Change in Control of the Company and/or Management

In conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company,  which will,  in all  likelihood,  result in  shareholders  of a target
company obtaining a controlling  interest in the Company.  As a condition of the
business combination agreement, the current shareholder of the Company may agree
to sell or transfer all or a portion of the Company's common stock he owns so to
provide the target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present  officer and
director of the Company and a  corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

Possible Dilution of Value of Shares upon Business Combination

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

No Foreseeable Dividends

The Company has not paid  dividends on its Common Stock and does not  anticipate
paying such dividends in the foreseeable future.

Rule 144 Sales

A majority of the presently issued and outstanding shares of the Company's stock
are "restricted  securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.  As restricted shares,  these shares may be resold only
pursuant to an effective  registration  statement or under the  requirements  of
Rule 144 or other  applicable state securities law. Rule 144 provides in essence
that a person who has held restricted  securities for a prescribed  period,  may
under certain conditions, sell every three months, in brokerage transactions,  a
number of  shares  that  does not  exceed  the  greater  of 1.0% of a  company's
outstanding  common stock or the average  weekly  trading volume during the four
calendar  weeks  prior to sale.  There is no limit on the  amount of  restricted
securities that may be sold by a non-affiliate  after the restricted  securities
have been held by the owner,  for a period of at least two  years.  A sale under
Rule 144, or under an other exemption from the Act, if available, or pursuant to
subsequent  registrations  of common stock of present  shareholders,  may have a
depressive  effect  upon the price of the Common  Stock in may  market  that may
develop.

Blue Sky Consideration

Because the securities  registered hereunder have not been registered for resale
under the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading  market that might develop in the future,
should be aware,  that there may be significant  state Blue Sky law restrictions



                                       18
<PAGE>



upon the  ability of  investors  to sell the  securities  and of  purchasers  to
purchase the securities.  Accordingly,  investors  should consider the secondary
market for the Company's securities to be a limited one.

Additional Risks - Doing Business in a Foreign Country

The Company may  effectuate a business  combination  with a merger  target whose
business operations or even headquarters, place of formation or primary place of
business are located  outside the United States of America.  In such event,  the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers,  different  presentations
of financial  information,  different  business  practices,  and other  cultural
differences  and barriers  that may make it difficult to evaluate  such a merger
target,   ongoing  business  risks  result  from  the  international   political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

Taxation

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non- qualifying  reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.


ITEM 2 - DESCRIPTION OF PROPERTY

The  Company  currently  maintains  a  mailing  address  at 1480  Breakers  West
Boulevard,  Royal Palm Beach, FL 33401. The Company's  telephone number is (858)
246-2615.  Other than this  mailing  address,  the  Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing  address as these  offices
are used virtually full-time by other businesses of the Company's President.

It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.


ITEM 3 - LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.



                                       19
<PAGE>



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

The Company has not conducted any meetings of shareholders  during the preceding
quarter or periods subsequent thereto.



                                     PART II


ITEM 5 - MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market price data

Our shares have been quoted on the OTC Bulletin  Board since the fourth  quarter
of 2001.  Our  trading  symbol  was  changed  to BLII in  October  2002  when we
implemented a 1 share for 20 reverse split. Previously, our trading symbols were
BLUI and BTCS. The following table provides  information on the high and the low
prices for our shares for each quarter.

        Fiscal 2003                     High               Low
        -------------                  -----             -----
          4th Quarter                  $1.01             $0.35

        Fiscal 2004                    High               Low
        -------------                  -----             -----
          1st Quarter                  $0.40             $0.25
          2nd Quarter                  $0.25             $0.10
          3rd Quarter                  $0.10             $0.10
          4th Quarter                  $0.10             $0.10

As of December 31,  2004,  the Company had  approximately  430  shareholders  of
record.

Dividends

There are no  restrictions  in our  Articles  of  Incorporation  or bylaws  that
restrict us from  declaring  dividends.  The Nevada Revised  Statutes,  however,
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution:

     o    We would not be able to pay our debts as they  become due in the usual
          course of business; or
     o    Our total assets would be less than the sum of our total  liabilities,
          plus the  amount  that  would be  needed  to  satisfy  the  rights  of
          shareholders who have preferential  rights superior to those receiving
          the distribution.

We have never paid any cash dividends on our capital stock and do not anticipate
paying cash dividends in the foreseeable future. Our current policy is to retain
any earnings in order to finance the expansion of our  operations.  Our board of
directors will determine future declaration and payment of dividends, if any, in
light of the then- current  conditions they deem relevant and in accordance with
the Nevada Revised Statutes.



                                       20
<PAGE>



Common Stock

The  Company's  Articles of  Incorporation  authorize the issuance of 50,000,000
shares of $0.0001 par value Common Stock.  Each record holder of Common Stock is
entitled to one vote for each share held on all matters  properly  submitted  to
the  stockholders  for their vote. The Articles of  Incorporation  do not permit
cumulative voting for the election of directors.

Holders of outstanding  shares of Common Stock are entitled to such dividends as
may be  declared  from time to time by the  Board of  Directors  out of  legally
available funds; and, in the event of liquidation,  dissolution or winding up of
the affairs of the Company,  holders are entitled to receive,  ratably,  the net
assets of the Company  available to stockholders  after  distribution is made to
the  preferred  stockholders,  if  any,  who are  given  preferred  rights  upon
liquidation.  Holders of outstanding  shares of Common Stock have no preemptive,
conversion or redemptive  rights.  All of the issued and  outstanding  shares of
Common Stock are,  and all  unissued  shares when offered and sold will be, duly
authorized,  validly issued, fully paid, and non-assessable.  To the extent that
additional  shares of the  Company's  Common  Stock  are  issued,  the  relative
interests of then existing stockholders may be diluted.

Transfer Agent

Our independent  stock transfer agent is X-Clearing  Corporation,  535 Sixteenth
Street Mall, Suite 810, Denver,  CO 80202.  Their telephone  numbers are: Phone:
(303) 573-1000 and Fax: (303) 573-9257.

Reports to Stockholders

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending December 31 containing  financial  statements  audited by its
independent certified public accountants. In the event the Company enters into a
business  combination  with  another  Company,  it is the present  intention  of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

Dividend policy

No dividends  have been paid to date and the Company's  Board of Directors  does
not anticipate  paying  dividends in the foreseeable  future.  It is the current
policy to retain all earnings, if any, to support future growth and expansion.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

Blue Industries,  Inc., (the "Company"),  was incorporated under the laws of the
State of Nevada on April 5, 2000 as Burrard  Technologies,  Inc. ("Burrard") and
was involved in software development.  During 2001, the Company discontinued the



                                       21
<PAGE>



software  development  and became  inactive  until  December 18,  2001,  when it
acquired   all  the   issued  and   outstanding   shares  of   Technocall   S.A.
("Technocall"), a Swiss company.

Technocall SA, a proprietary  micro-calculator and electronic  management system
that regulates and controls the water treatment process, had been inactive until
September  2001,  at which time it acquired all the assets  comprising  the Blue
Industries  water treatment  process.  On April 2, 2002, the Company changed its
legal name to Blue Industries Inc.

In March 2003, the Company formed Blue Industries,  Inc., a new subsidiary under
the laws of the state of Florida. In late 2003, the Company elected to liquidate
its foreign operating subsidiaries and reverted to an inactive status again.

The Company's Board of Directors adopted a new business plan whereby the current
principal  business  activity  will be to seek a  suitable  reverse  acquisition
candidate through  acquisition,  merger or other suitable  business  combination
method.

The Company never fully implemented it's business plan(s) and,  accordingly,  is
considered to be in the development stage.

Results of Operations

The Company had no revenue for either of the years ended  December  31, 2004 and
2003, respectively.

General and  administrative  expenses for the years ended  December 31, 2004 and
2003  were  approximately  $21,880  and  $259,537.  Earnings  per  share for the
respective  years ended December 31, 2004 and 2003 was $(0.01) and $(0.08) based
on the  weighted-average  shares  issued  and  outstanding  at the  end of  each
respective year.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.



                                       22
<PAGE>



Plan of Business

General

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any



                                       23
<PAGE>



combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

Liquidity and Capital Resources

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.


ITEM 7 - INDEX TO FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.


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

     None.


ITEM 8A - CONTROLS AND PROCEDURES

As of the date of this filing,  an evaluation of the effectiveness of the design
and operation of Blue Industries,  Inc.'s disclosure controls and procedures was
carried out under the  supervision  and with the  participation  of  management,
including our Chief Executive and Financial Officer. Based upon that evaluation,
our  Chief  Executive  and  Financial   Officer  concluded  that  the  Company's
disclosure controls and procedures are effective. There have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect internal controls subsequent to the date we carried out the evaluation.



                                    PART III


ITEM 9 - DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

   Name               Age       Position Held
---------------       ---       ------------------------------------
Roger E. Pawson        53       President, Chief Executive Officer
                                Chief Financial Officer and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently




                                       24
<PAGE>



exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.

Biographical Information

ROGER E. PAWSON - Age 53. Mr. Pawson is the Company's sole officer and director.
In 1996,  Mr. Pawson was the  President,  Chief  Executive  Officer and majority
shareholder of TLCO Software, Inc. TLCO Software's primary business at that time
was the  development of advanced yet user friendly web authoring  software using
its  proprietary  code. In 1997,  TLCO Software  launched the "Web  Factory"(TM)
family of products,  which  included  Web-Factory,  Author,  Web- Factory,  Site
Builder Web Factory, Professional Edition. These products were the foundation of
TLCO Software's  expansion into Software  Publishing,  OEM & Electronic Markets.
Mr. Pawson  subsequently sold his interest in the company in 2001.  Between 2001
and 2004,  Mr.  Pawson  became  the  President  and Chief  Executive  Officer of
National  Developers,  an Arizona based development  company that specialized in
the design and  construction of custom homes,  shopping malls and strip centers.
Mr.  Pawson is  presently  an  independent  business  consultant  and advisor to
various  corporations.  Mr. Pawson received a Masters in Business Studies degree
from Leeds University in Yorkshire, England in 1971.

Indemnification of Officers and Directors.

The  Company's  By-Laws  provide  for the  indemnification  of  its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  therefor if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

Conflicts of Interest

None of the  officers  of the Company  will devote more than a small  portion of
their  respective  time to the affairs of the  Company.  There will be occasions
when the time  requirements of the Company's  business conflict with the demands



                                       25
<PAGE>



of the officers'  other business and investment  activities.  Such conflicts may
require that the Company  attempt to employ  additional  personnel.  There is no
assurance  that the  services of such persons will be available or that they can
be obtained upon terms favorable to the Company.

The officers,  directors and principal  shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of shares by the  Company's  officers,  directors and
principal shareholders made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to members of Company management to acquire their shares creates a conflict
of interest for them and may compromise  their state law fiduciary duties to the
Company's  other  shareholders.  In making  any such  sale,  members  of Company
management  may consider  their own personal  pecuniary  benefit rather than the
best  interests of the Company and the  Company's  other  shareholders,  and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by members
of Company management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary, consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.


ITEM 10 - EXECUTIVE COMPENSATION

Currently,  management  of the  Company  requires  less  than four (4) hours per
month.  Accordingly,  no officer or director has received any compensation  from
the  Company.   Until  the  Company  acquires  additional  capital,  it  is  not



                                       26
<PAGE>



anticipated  that any officer or director  will  receive  compensation  from the
Company other than  reimbursement for out-of-pocket  expenses incurred on behalf
of the Company. See Certain Relationships and Related Transactions.

The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth,  as of the date of this Report,  the number of
shares of Common Stock owned of record and  beneficially by executive  officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also  included  are the  shares  held by all  executive  officers  and
directors as a group.

                                                             % of Class
     Name and address                   Number of Shares  Beneficially Owned
---------------------------             ---------------   ------------------
Roger E. Pawson                               -0-                 0%
4878 Ronson Court
San Diego, California 92111

All Directors and                             -0-                 0%

Executive Officers (1 person)

Mohamed Al Yamani                        1,452,308               20%
World of Plasma c/o BDO Visura
33 Rue Des Hauis
Geneve, Switzerland 1211
-----------------------------------


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  currently  maintains  a  mailing  address  at 1480  Breakers  West
Boulevard,  Royal Palm Beach, FL 33401. The Company's  telephone number is (858)
243-2615.  Other than this  mailing  address,  the  Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing  address as these  offices
are used virtually full-time by other businesses of the Company's President.



                                       27
<PAGE>



ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
----------  -------------------------------------

31.1 *      Section 302 Certification  by  Chief  Executive  Officer  and  Chief
            Financial Officer.

32.1 *      Section 906 Certification  by  Chief  Executive  Officer  and  Chief
            Financial Officer.
-------------------

*    Filed herewith

        (b) Reports on Form 8-K: February 10, 2005, Disclosing change of Officer
and Director.


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to it's  principal  accountant,  Durland & Company,  CPA's,  P. A. of Palm
Beach, Florida:

                                           Year ended        Year ended
                                          December 31,      December 31,
                                              2004               2003
                                          ----------------------------------

1.   Audit fees                              $20,000           $30,000
2.   Audit-related fees                            -                 -
3.   Tax fees                                      -                 -
4.   All other fees                                -                 -
                                           ---------         ---------

   Totals                                    $20,000           $30,000
                                           ---------         ---------

The Company has not designated a formal audit committee.  However, as defined in
Sarbanes-Oxley  Act of 2002,  the  entire  Board of  Directors  (Board),  in the
absence of a formally  appointed  committee,  is, by  definition,  the Company's
audit committee.

In discharging its oversight responsibility as to the audit process,  commencing
with the engagement,  the Board obtained from it's independent auditors a formal
written  statement  describing  all  relationships  between the auditors and the
Company  that  might  bear  on  the  auditors'   independence   as  required  by



                                       28
<PAGE>



Independence  Standards  Board Standard No. 1,  "Independence  Discussions  with
Audit  Committees." The Board discussed with the auditors any relationships that
may impact their  objectivity  and  independence,  including  fees for non-audit
services, and satisfied itself as to the auditors' independence.  The Board also
discussed with management and the independent  auditors the quality and adequacy
of the Company's  internal  controls.  The Board  reviewed with the  independent
auditors their management letter on internal controls,  if one was issued by the
Company's auditors.

The Board  discussed  and  reviewed  with the  independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

The Board reviewed the audited financial statements of the Company as of and for
the years ended December 31, 2004 and 2003 with  management and its  independent
auditors. Management has the sole ultimate responsibility for the preparation of
the Company's financial statements and the respective  independent auditors have
the responsibility for their examination of those statements.

Based  on  the  above-mentioned  review  and  discussions  with  the  respective
independent  auditors  and  management,  the  Board of  Directors  approved  the
Company's audited financial  statements and recommended that they be included in
its Annual  Report on Form  10-KSB for the year ended  December  31,  2004,  for
filing with the Securities and Exchange Commission.

The Company's principal  accountant for the year ended December 31, 2004 and for
the year ended December 31, 2003, Durland & Company,  CPA's P.A., did not engage
any other  persons or firms  other than the  respective  principal  accountant's
full-time, permanent employees.



                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                              Blue Industries, Inc.


Dated: May 2, 2005                         By:  /s/ Roger E. Pawson
                                        ----------------------------------------
                                    Name: Roger E. Pawson
                                   Title: President, Chief Executive Officer and
                                          Director

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.



Dated: May 3, 2005                         By:  /s/ Roger E. Pawson
                                        ----------------------------------------
                                    Name: Roger E. Pawson
                                   Title: President, Chief Executive Officer and
                                          Director



                                       29
<PAGE>




                          INDEX TO FINANCIAL STATEMENTS






Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Balance Sheets..................................................F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)........F-4

Consolidated Statements of Stockholders' Equity (Deficiency).................F-5

Consolidated Statements of Cash Flows........................................F-6

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






















                                       F-1

<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
Blue Industries, Inc.


We have audited the accompanying consolidated balance sheets of Blue Industries,
Inc.,  (the  "Company")  as of  December  31,  2004  and  2003  and the  related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity  (deficiency)  and cash flows for each of the two years in
the period ended December 31, 2004. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2004 and 2003 and the results of its  operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements,  the Company has experienced net losses since
inception.   The  Company's  financial  position  and  operating  results  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  with  regard  to  these  matters  are  also  described  in  Note  4.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.




/s/Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.

Palm Beach, Florida
April 25, 2005





                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                              Blue Industries, Inc.
                           Consolidated Balance Sheets
                                  December 31,



                                                                                        2003                  2003
                                                                                --------------------- -------------------
<S>                                                                             <C>                   <C>
                       ASSETS
CURRENT ASSETS
  Cash and equivalents                                                          $               1,283 $             3,163
  Accounts receivable (net of allowance of $0 and $30,063)                                          0                   0
  Accounts receivable - related parties                                                             0                   0
   Inventory                                                                                        0                   0
                                                                                --------------------- -------------------
          Total current assets                                                                  1,283               3,163
                                                                                --------------------- -------------------

PROPERTY AND EQUIPMENT
  Software                                                                                          0                   0
  Computers and equipment                                                                           0                   0

        Less: accumulated depreciation                                                              0                   0
                                                                                --------------------- -------------------

          Net property and equipment                                                                0                   0
                                                                                --------------------- -------------------

OTHER ASSETS
  Deposits and other assets                                                                         0                   0
  Patent                                                                                            0                   0

        Less:  accumulated amortization                                                             0                   0
                                                                                --------------------- -------------------

          Net other assets                                                                          0                   0
                                                                                --------------------- -------------------
Total Assets                                                                    $               1,283 $             3,163
                                                                                ===================== ===================

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                             $                   0 $            22,507
   Accrued Expenses
       Payroll and taxes                                                                            0              25,000
       VAT tax payable                                                                              0                   0
   Due to a former officer                                                                          0              66,088
   Short-term debt                                                                             42,000              22,000
                                                                                --------------------- -------------------

          Total current liabilities                                                            42,000             135,595
                                                                                --------------------- -------------------

Total Liabilities                                                                              42,000             135,595
                                                                                --------------------- -------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Preferred stock, $0.0001 par value, authorized 10,000,000
      shares;  none issued and outstanding                                                          0                   0
   Common stock, $0.0001 par value, authorized 50,000,000 shares;
      7,015,578 and 4,870,714 issued and outstanding shares                                       702                 487
   Additional paid-in capital                                                               3,256,780           3,143,400
   Accumulated comprehensive income (loss)                                                          0                   0
   Deficit                                                                                 (3,298,199)         (3,276,319)
                                                                                -----------------------------------------

          Total stockholders' equity (deficiency)                                             (40,717)           (132,432)
                                                                                --------------------- -------------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $               1,283 $             3,163
                                                                                ===================== ===================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                              Blue Industries, Inc.
      Consolidated Statements of Operations and Comprehensive Income (Loss)
                             Year Ended December 31,


                                                                                        2004                 2003
                                                                                -------------------    -----------------
<S>                                                                             <C>                    <C>

REVENUES                                                                        $                 0    $               0
                                                                                -------------------    -----------------

COST OF SALES                                                                                     0                    0
                                                                                -------------------    -----------------

          Gross margin                                                                            0                    0
                                                                                -------------------    -----------------

OPERATING EXPENSES
    Salaries                                                                                      0                    0
    Depreciation and amortization                                                                 0                    0
    General and administrative                                                               21,880              259,537
    Research and development                                                                      0                    0
                                                                                -------------------    -----------------

          Total operating expenses                                                           21,880              259,537
                                                                                -------------------    -----------------

 Operating Loss                                                                             (21,880)            (259,537)
                                                                                -------------------    -----------------

OTHER INCOME (EXPENSE):
    Interest income                                                                               0                    0
    Interest expense                                                                              0                    0
    Operating loss from disposed operations                                                       0           (1,184,778)
    Gain (loss) on bankruptcy of subsidiaries                                                     0            1,042,530
    Foreign currency transaction gain (loss)                                                      0                    0
    Reserve for bad debt                                                                          0                    0
                                                                                -------------------    -----------------

          Total other income (expense)                                                            0             (142,248)
                                                                                -------------------    -----------------

Net loss                                                                                    (21,880)            (401,785)

Other comprehensive income (loss):
    Foreign currency translation gain (loss)                                                      0               (5,581)
                                                                                -------------------    -----------------

Comprehensive loss                                                              $           (21,880)   $        (407,366)
                                                                                ===================    =================

Net loss per common share                                                       $             (0.01)   $           (0.08)
                                                                                ===================    =================

Weighted average number of common shares outstanding                                      7,015,578            4,591,799
                                                                                ===================    =================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                              Blue Industries, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)


                                                                                             Accum.                     Total
                                                                 Add'l.       Stock          Comp.        Retained    Stockholders'
                                      Number of    Common       Paid-in    Subscriptions     Income       Earnings       Equity
                                        Shares      Stock       Capital      Receivable      (Loss)       (Deficit)   (Deficiency)
                                     -----------  ---------  ------------  --------------  ----------  ------------  -------------
<S>                                  <C>          <C>        <C>           <C>             <C>         <C>           <C>

BEGINNING BALANCE,
January 1, 2002                       17,662,000  $  17,662  $ (3,853,343) $            0  $    3,411  $    (92,567) $  (3,924,837)

Year ended December 31, 2002:
   Shares issued for cash              5,701,431      5,701     1,281,528               0           0             0      1,287,229
   Note forgiveness                            0          0     3,864,563               0           0             0      3,864,563
   Shares issued for inventory         9,757,489      9,758       397,355               0           0             0        407,113
   1 for 20 reverse split            (31,464,874)   (31,465)       31,465               0           0             0              0
   Amended par value                           0     (1,490)        1,490               0           0             0              0
   Shares issued for services          2,095,000        210       523,540               0           0             0        523,750
   Shares issued for cash                234,286         23       468,549               0           0             0        468,572
   Other comprehensive income (loss)           0          0             0               0       2,170             0          2,170
   Net loss                                    0          0             0               0           0    (2,781,967)    (2,781,967)
                                     -----------  ---------  ------------  --------------  ----------  ------------  -------------

BALANCE, December 31, 2002             3,985,332        399     2,715,147               0       5,581    (2,874,534)      (153,407)

Year ended December 31, 2003:
   Shares issued for cash                 46,368          5        92,731               0           0             0         92,736
   Shares issued for cash                775,000         77       309,922               0           0             0        309,999
   Shares issued for cash                 64,014          6        25,600               0           0             0         25,606
   Comprehensive income (loss)                 0          0             0               0      (5,581)            0         (5,581)
   Net loss                                    0          0             0               0           0      (401,785)      (401,785)
                                     -----------  ---------  ------------  --------------  ----------  ------------  -------------

BALANCE, December 31, 2003             4,870,714        487     3,143,400               0           0    (3,276,319)      (132,432)

Year ended December 31, 2004:
   Shares issued to convert payables   2,144,864        215       113,380               0           0             0        113,595
   Comprehensive income (loss)                 0          0             0               0           0             0              0
   Net loss                                    0          0             0               0           0       (21,880)       (21,880)
                                     -----------  ---------  ------------  --------------  ----------  ------------  -------------

ENDING BALANCE, December 31, 2004      7,015,578  $     702  $  3,256,780  $            0  $        0  $ (3,298,199) $     (40,717)
                                     ===========  =========  ============  ==============  ==========  ============  =============
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                              Blue Industries, Inc.
                      Consolidated Statements of Cash Flows
                             Year Ended December 31,


                                                                                       2004                 2003
                                                                                -----------------     ---------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $         (21,880)    $      (401,785)
Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation and amortization                                                              0                   0
     Common stock issued for services                                                           0              25,606
     Foreign exchange transaction gain (loss)                                                   0                   0
     Reserve for bad debt                                                                       0                   0
    Operating loss from disposed operations                                                     0           1,184,778
     Gain on bankruptcy of subsidiary                                                           0          (1,042,530)
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                                 0                   0
     (Increase) decrease in inventory                                                           0                   0
     (Increase) decrease in deposits and other assets                                           0                   0
     Increase (decrease) in accounts payable                                                    0              22,507
     Increase (decrease) in VAT tax payable                                                     0                   0
     Increase (decrease) in salaries and payroll and taxes                                      0              25,000
                                                                                -----------------     ---------------

Net cash  provided (used) by operating activities                                         (21,880)           (186,424)
                                                                                -----------------     ---------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Payment of accounts payable of subsidiaries by parent                                      0            (274,854)
     Purchase of property and equipment                                                         0                   0
     Increase expenditure application patent                                                    0                   0
                                                                                -----------------     ---------------

Net cash provided (used) by investing activities                                                0            (274,854)
                                                                                -----------------     ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Related party advances                                                                     0                   0
     Proceeds of  long term debt - related party                                                0                   0
     Proceeds from short-term loan - third party                                           20,000              22,000
     Issuance of common stock for cash                                                          0             402,735
                                                                                -----------------     ---------------

Net cash provided by financing activities                                                  20,000             424,735
                                                                                -----------------     ---------------

Effect of exchange rates on cash                                                                0             (23,894)
                                                                                -----------------     ---------------

Net increase (decrease) in cash and equivalents                                            (1,880)            (60,437)

CASH and equivalents, beginning of period                                                   3,163              63,600
                                                                                -----------------     ---------------

CASH and equivalents, end of period                                             $           1,283     $         3,163
                                                                                =================     ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                           $               0     $             0
                                                                                =================     ===============

Non-Cash Financing Activities:
  Common stock issued to settle payables                                        $         113,495     $             0
                                                                                =================     ===============
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                              Blue Industries, Inc.
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles
     The Company Blue Industries,  Inc., (the "Company"), was incorporated under
     the laws of the State of Nevada on April 5, 2000 as  Burrard  Technologies,
     Inc. ("Burrard") and was involved in software development. During 2001, the
     Company  discontinued  the software  development  and became inactive until
     December 18, 2001, when it acquired all the issued and  outstanding  shares
     of Technocall S.A. ("Technocall"), a Swiss company.

     Technocall SA, a proprietary  micro-calculator  and  electronic  management
     system that regulates and controls the water  treatment  process,  had been
     inactive  until  September  2001,  at which time it acquired all the assets
     comprising the Blue Industries water treatment  process.  On April 2, 2002,
     the Company changed its legal name to Blue Industries Inc.

     In March 2003, the Company formed Blue  Industries,  Inc., a new subsidiary
     under the laws of the state of Florida.  In late 2003, the Company  elected
     to liquidate its foreign operating subsidiaries and reverted to an inactive
     status again. The following  summarize the more significant  accounting and
     reporting policies and practices of the Company:

     a) Use of estimates In preparing  the  consolidated  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial condition,  and revenues and expenses for the year then ended.
     Actual results may differ significantly from those estimates.

     b)  Significant   acquisition  In  September  2001,   Technocall   acquired
     substantially  all of the assets  comprising the Blue Industries  water and
     treatment  process from a then third party in exchange  for a  subordinated
     note payable in the amount of $4,288,500. The debt was subordinated against
     future indebtedness of the Company,  was unsecured,  non-interest  bearing,
     with no specific terms of repayment. At the date of acquisition, the assets
     held a carrying  value of  $423,937.  Subsequent  to the  acquisition,  the
     stockholder  agreed  to  forgive  $31,070  of the note  payable,  which was
     recorded as a reduction in the distribution of capital.

     On  December  18,  2001,  the  Company  acquired  all  of  the  issued  and
     outstanding  shares of Technocall in exchange for 7.6 million common shares
     of the Company's common stock, in a reverse merger, which was accounted for
     as a reorganization of Technocall.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include  the  accounts  of  Blue  Industries,  Inc.  and its  wholly  owned
     subsidiary. Inter-company balances and transactions have been eliminated.

     d) Net loss per common  share Basic net loss per  weighted  average  common
     share is computed by dividing the net loss by the weighted  average  number
     of common shares outstanding during the period.



                                       F-7

<PAGE>



                              Blue Industries, Inc.
                   Notes to Consolidated Financial Statements



(1)  Summary of Significant Accounting Principles (Continued)
     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives,  using the straight-line
     method.  Upon  sale  or  retirement,  the  costs  and  related  accumulated
     depreciation  are  eliminated  from  their  respective  accounts,  and  the
     resulting  gain or loss is included in the results of  operations.  Repairs
     and  maintenance  charges  which do not  increase  the useful  lives of the
     assets are charged to operations as incurred.

     f) Cash and equivalents The company  considers  investments with an initial
     maturity of three months or less as cash equivalents.

     g)  Patents   Patents  are  recorded  at  cost  and  are   amortized  on  a
     straight-line  basis over five years,  commencing in the period the patents
     are put into  service.  No  residual  value is  expected  at the end of the
     patents' useful lives.

     i)  Comprehensive  income The Company has adopted SFAS No. 130,  "Reporting
     Comprehensive  Income",  which  establishes  standards  for  reporting  and
     display of comprehensive  income, its components and accumulated  balances.
     The Company is disclosing  this  information on its Statement of Changes in
     Capital Deficit. Comprehensive income is comprised of net income (loss) and
     all changes to capital deficit except those  resulting from  investments by
     owners and distribution to owners.


(2)  Stockholders'  Equity.  The Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     4,870,714 and  3,985,332  shares of common stock and no shares of preferred
     stock issued and outstanding at December 31, 2003 and 2002, respectively.

     In  March  2002,  the  Company's  stockholders  approved  a  change  to the
     Company's  authorized share capital to increase the authorized common stock
     to 50,000,000  shares at a par value of $0.001 per share,  and to authorize
     the creation of  100,000,000  shares of  preferred  stock at a par value of
     $0.001 per share.  In March 2002,  the  Company  issued  534,765  shares of
     common stock in connection  with a private  placement for gross proceeds of
     $957,229, the majority of which was used to purchase inventory.

     Immediately prior to the acquisition of Technocall, two stockholders of the
     Company   surrendered   7,125,000   common   shares  to  the   Company  for
     cancellation.  No consideration was paid on redemption of these shares. The
     fair value of the note payable to a former  Technocall  stockholder was not
     practicable  to  determine.  On April 2,  2002,  the  noteholder  agreed to
     forgive  the  balance  owing,  which  is  recorded  as a  reduction  to the
     distribution of capital and additional paid-in capital.

     In early 2002, the Company  issued  5,701,431  shares of restricted  common
     stock for  $1,287,229  in cash.  With the  forgiveness  of the  acquisition
     promissory note, the Company  reversed the $3,864,563  charge to additional
     paid-in  capital.  In early 2002,  the Company issued  9,757,489  shares of




                                       F-8

<PAGE>



                              Blue Industries, Inc.
                   Notes to Consolidated Financial Statements



(2)  Stockholders'  Equity. (Continued)
     restricted  common stock in exchange for inventory  valued at $407,113,  as
     delivered.  In October 2002, the Company completed a 1 for 20 reverse split
     of  the  then  issued  and  outstanding  common  shares,  resulting  in the
     retirement of 31,464,874  shares.  In October 2002, the Company amended the
     Articles of  Incorporation to change the par value of the common stock from
     $0.001 to $0.0001 per share. In the fourth quarter 2002, the Company issued
     2,095,000  shares of  restricted  stock in exchange for services  valued at
     $523,750,  or $0.25 per share. This stock was issued to certain  management
     and key consultants. The valuation was determined by the Board of Directors
     as a discount  to the then  market  price of $0.40 per share.  This was the
     only means by which the Company could retain these individuals in order for
     the Company to continue to grow. In the fourth  quarter  2002,  the Company
     issued 234,286 shares in exchange for $468,572 in cash.

     In February and March 2003,  the Company  issued  46,368 shares in exchange
     for  $92,736 in cash,  or $2 per share.  In May 2003,  the  Company  issued
     750,000  shares in exchange  for $300,000 in cash,  or $0.40 per share.  In
     June 2003,  the Company  issued  64,014  shares in exchange  for $25,606 in
     services,  or $0.40 per share.  In October 2003,  the Company issued 25,000
     shares in exchange for $10,000 in cash,  or $0.40 per share.  In 2004,  the
     Company  issued  2,144,864  shares  to  settle  payables  in the  amount of
     $113,495, or $0.05 per share.

(3)  Income Taxes.  The Company follows the provisions of Statement of Financial
     Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which
     requires the Company to recognize  deferred tax  liabilities and assets for
     the expected future tax consequences of events that have been recognized in
     the Company's  consolidated  financial  statements or tax returns using the
     liability  method.  Under this method,  deferred tax liabilities and assets
     are  determined  based on the temporary  differences  between the financial
     statement  carrying  amounts and tax bases on assets and liabilities  using
     enacted  tax rates in effect  in the  years in which  the  differences  are
     expected to reverse.

     The amount  recorded as deferred tax asset,  cumulative  as of December 31,
     2004 and 2003 is  approximately  $1,311,000 and  $1,310,000,  respectively,
     which represents the amount of tax benefits of the loss carry-forwards. The
     Company has  established a valuation  allowance for this deferred tax asset
     of $1,311,000 and  $1,310,000,  as the Company has no history of profitable
     operations.  The  significant  components  net  deferred  tax  asset  as of
     December 31, 2004 and 2003 are:

                                          2004                   2003
                               -------------------     ------------------
Net operating losses           $         1,311,000     $        1,310,000
Valuation allowance                     (1,311,000)            (1,310,000)
                               -------------------     ------------------
Net deferred tax asset         $                 0     $                0
                               ===================     ==================



                                       F-9

<PAGE>



                              Blue Industries, Inc.
                   Notes to Consolidated Financial Statements


(3)  Income Taxes. (Continued)
     Deferred income tax assets and the related  valuation  allowance of Burrard
     totaled $55,100 at the date of recapitalization.  The Company evaluates its
     valuation allowance requirements based on projected future operations. When
     circumstances  change  resulting  in  a  change  in  management's  judgment
     regarding  recoverability of deferred tax assets,  the impact of the change
     on the valuation allowance is reflected in current income.

(4)  Going Concern.  These financial statements have been prepared in accordance
     with United States generally accepted accounting principles applicable to a
     going  concern,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of  liabilities  and  commitments  in the  normal  course  of
     business.  The  conditions  raising  substantial  doubt about the Company's
     ability to  continue  as a going  concern  are the  $3,278,200  accumulated
     deficit,  negative  working  capital  balance  and  the  theft  of  assets,
     principally  inventory,  in March 2003 and the  bankruptcy of the Company's
     two major operating  subsidiaries . The Company's  financial  statements do
     not   include   any   adjustments   related  to  the   recoverability   and
     classification of recorded asset amounts or the amounts and  classification
     of  liabilities  that may be  necessary  should  the  Company  be unable to
     continue as a going concern.

(5)  Short-term  debt The Company  received an advance of $22,000 from unrelated
     parties as unsecured,  non-interest  bearing, due on demand and convertible
     into common stock of the Company at the rate of $0.01 per share.

     In October  2004,  the Company  negotiated a $100,000 line of credit from a
     third  party  lender  in  order to allow  the  Company  to get and keep its
     filings  current  and to develop  its  business  plan.  This line of credit
     carries an interest rate of 7% and matures in one year. This line of credit
     is  convertible at the lenders option into common stock of the Company at a
     conversion  rate of $0.01 per  share.  The  Company  made its first draw of
     $20,000 on this line in October 2004.

(6)  Bankruptcy  of   Subsidiaries   The  Company   elected  to  liquidate  Blue
     Industries, SAS and Blue Industries, SA, its French and Swiss subsidiaries.
     These  bankruptcies  were  completed  in 2003.  As a  result,  the  Company
     recorded a $1,042,500 gain.


                                       F-10