SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(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, 2003

                                    OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from ___________ to ___________

                           Commission file No. 0-30584

                              BLUE MOON GROUP, INC.
             (Exact name of registrant as specified in its charter)

                           (Former name of registrant)

          DELAWARE                                      16-1636770
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                    4890 Garland Branch Rd., Dover, FL 33527
               (Address of principal executive offices) (Zip Code)

                     (Former address of executive offices)

Registrant's telephone number, including area code: (813) 707-1535

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such 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 filings pursuant to Item
405 of Regulation S-K contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ].

         Issuer's revenues for the 12 months ended December 31, 2003: $ 32,565

<PAGE>

         The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates of the registrant at April 28, 2004 was
approximately $15,392,253 based upon the closing sale price of $1.40 for the
Registrant's Common Stock, $.001 par value, as reported by the National
Association of Securities Dealers OTC on April 28, 2004.

         As of April 28, 2004 the registrant had 20,134,469 shares of Common
Stock, $.001 par value, issued with 19,384,469 outstanding.


                                       2
<PAGE>


                              BLUE MOON GROUP, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003


                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
                                     PART I

Item 1.    Business                                                            4

Item 2.    Properties                                                          7

Item 3.    Legal Proceedings                                                   7

Item 4.    Submission of Matters to Vote of Securities Holders                 7

                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related
             Security Holder Matters                                           8

Item 6.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        10

Item 7.    Financial Statements                                               13

Item 8.    Changes in and Disagreements with Accountants on Accounting
             And Financial Disclosure                                         13

                                    PART III

Item 9.    Directors, Executive Officers, Promoters, and Control
             Persons; Compliance with Section 16(a) of Exchange Act           13
Item 10.   Executive Compensation                                             14

Item 11.   Security Ownership of Certain Beneficial Owners and
             Management                                                       15

Item 12.   Certain Relationships and Related Transactions                     16
Item 13.   Exhibit List and Reports on Form 8-K                               16

Item 14.   Controls and Procedures                                            17


                                       3
<PAGE>


                                     PART I

Item 1. Business

     Form and Year of Organization

     Blue Moon Group, Inc. formerly known as Open Door Online, Inc., completed a
name change in October 2002 after the completion of a merger with Nebulous
Records, Inc.

Forward Looking Statements

     When used in this report, the words "may, will, expect, anticipate,
continue, estimate project or intend" and similar expressions identify
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E Securities Exchange Act of 1934 regarding events,
conditions and financial trends that may effect our future plan of operation,
business strategy, operating results and financial position. Current
stockholders and prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual result may differ materially from those included
within the forward-looking statements as a result of various factors. Such
factors are described under the headings "Business-Certain Considerations,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the financial Statements and there associated notes.

     Important factors that may cause actual results to differ from projections
include, for example:

     *    the success or failure of management's efforts to implement their
          business strategy;

     *    our ability to protect our intellectual property rights;

     *    our ability to compete with major established companies;

     *    our ability to attract and retain qualified employees; and

     *    other risks which may be described in future filings with the SEC.

     General

     Blue Moon Group, Inc. is an entity that provides traditional sales of
recordings of artists under distribution contracts and other prerecorded music
and recording operations. The Board of Directors has embarked on a search for
the acquisition of various businesses in the entertainment industry. The Company
is searching for active, profitable, positive cash flow opportunities with
seasoned management in place. The Company has broadened its base of business to
include recording studios, artist development and marketing, concert promotion,
entertainment video production and distribution and marketing of various
entertainment-associated products.

                                       4
<PAGE>


     Principal Products or Services and Their Markets

     Blue Moon Group, Inc. produces music on various media and markets
pre-recorded music through distribution agreements.

     Competitive Business Conditions

     With respect to recorded music sales, Blue Moon Group sells products
through a distribution contract to numerous retailers, including traditional
music retail stores, chains and mega-stores, mass merchandisers, consumer
electronics stores and music clubs.

     With respect to the recording industry, Blue Moon Group competes with major
and other independent record labels in signing individual artists and groups to
its record label. Some of the independent record labels Blue Moon Group competes
with include TVT, Aftermath, Cash Money, Republic, Righteous Babe, Ruff Ryder
and Rounder Records. Competition from the major recording labels includes the
five major labels of Sony, Universal, WEA, EMI and BMG. The industry expects
independent record labels to increase their share of the market by more than 10%
over the next seven years. These five labels' current market share is
approximately 70%. Success in this industry is often based on the ability of the
record label to move decisively and quickly on music trends, artist signings and
promotion. Blue Moon Group may not be able to compete with other record labels
that have larger advertising and promotion budgets. Therefore, there is no
guarantee that we can successfully compete in this industry.

     Costs and Effects of Compliance with Environmental Laws

     We anticipate that we will have no material costs associated with
compliance with federal, state or local environmental law.

     Employees

     We currently have two (2) full time employee and four (4) consultants, all
of which have entered into service contracts.

     In November 2002, we entered into a three-year employment agreement with
Mr. Michael Muzio. Under the agreement, Mr. Muzio is entitled to receive a base
annual salary of $125,000.

     We may terminate any of the employment agreements for cause, as defined in
the agreements, or without cause. In addition, the employee may terminate the
agreement for "good reason" or upon the occurrence of a "change in control", as
both terms are defined in the agreements. In the event we terminate the
employment agreement without cause, the employee terminates the agreement for
"good reason", or upon the death or disability of the employee at any time prior
to the end of the term of the agreement, the employee is entitled to receive a
severance payment in an amount equal to the balance of the employee's base
salary due through the balance of the term of the agreement.

     Competition for qualified personnel in certain areas of our industry is
intense, particularly among software development and other technical staff. We
believe that our future success will depend in part on our continued ability to
attract, hire and retain qualified personnel.


                                       5
<PAGE>


     Family Relationships

     There are no family relationships between the directors, executive officers
or any other person who may be selected as one of our directors or executive
officers.

     Compliance with Governmental Regulations

     We are unaware of any existing governmental regulations of our business as
presently conducted. In the future, we expect to be subject, both directly and
indirectly, to various laws and regulations relating to its business, although
there are few laws or regulations directly applicable today to access the
Internet. Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations will be adopted governing
commerce on the Internet. Such laws and regulations may cover issues such as
user privacy, pricing, content, copyrights, distribution, sales and other use
taxes and characteristics and quality of products and services. Further, the
growth and development of the market for online commerce may prompt calls for
more stringent consumer protection laws that may impose additional burdens on
those companies conducting business online. The enactment of any additional laws
or regulations could impede our ability to conduct our business, and could also
impede the growth of the Internet generally. Either or both of these events
could, in turn, decrease the demand for our business, or otherwise have an
adverse effect on us. The applicability to the Internet of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, contests and sweepstakes, libel, personal privacy, rights or
publicity, language requirements and content restrictions, is uncertain and
could expose us to substantial liability.

     In addition, several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission (the "FCC") in the same manner as other telecommunications services.
For example, America's Carriers Telecommunications Association has recently
filed a petition with the FCC for this purpose. If the petitions are granted, or
if the relief sought therein is otherwise granted, the costs of communicating on
the Internet could increase substantially, potentially slowing the growth in use
of the Internet. Hearings have been held in the U.S. Senate during 2001 that
included recording industry executives, artists, distributors, internet
providers and recording watchdog agencies that may result in a clarification of
the market, its operations over the internet and the payment of fee's for
downloading material, methods of compiling royalties due and how to control
internet piracy.

     Any such new legislation, regulation, application or interpretation of
existing laws could have an adverse effect on our business, results of
operations and financial condition. U.S. and foreign laws regulate certain uses
of customer information and development and sale of mailing lists. We believe
that it is in material compliance with such laws, but new restrictions may arise
in this area that could have an adverse affect on Open Door Online.

ITEM 2. PROPERTIES

     Real Property.

        None currently.

                                       6
<PAGE>


     Equipment. Blue Moon Group, Inc. currently owns approximately $317,428 of
equipment used in conjunction with its recording and production studio.

     Music Library. Blue Moon Group, Inc. has a music library consisting of
original and digitally mastered music media from numerous artists from the
1940's through the 1990's. Blue Moon Group, Inc. owns certain of the master
recordings in the Library, and has nonexclusive license rights to the rest of
the recordings. Blue Moon Group, Inc. is currently in the process of purchasing
those master recordings to which it currently has only the nonexclusive license
rights. This library can be used to produce original singles and albums by the
various artists, used to score motion picture productions, television
productions and specialty productions. Blue Moon Group intends to utilize this
product through traditional CD production and sales and MP3 digital sales over
the Internet.

     Pursuant to industry standards, Blue Moon Group, Inc. is obligated to pay
artists royalties on units sold. Blue Moon Group, Inc. has valued this library
at the lower of the appraised value or the present value of the estimated cash
flow from the sale and utilization of these assets over the next seven years,
after consideration of production and distribution costs. We are actively
seeking strategic partners to utilize and distribute compilations of these
recordings.

     The Company has released Destination Earth, a CD of newly performed music
dedicated to the Space Shuttle Columbia crew. It also expects to release
additional CD's from certain acquisitions to be completed during the third
quarter of 2004.

ITEM 3. LEGAL PROCEEDINGS

     All suits previously disclosed between former officers and directors and a
consultant have been settled.

     Other law suits are pending that are from the normal course of business and
relate to recent contracts or are attempts to collect pre merger debts.

ITEM 4. SUBMISSION OF MATTERS

     None.


                                       7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     1. MARKET INFORMATION

     The following table sets forth high and low bid and asked prices derived
from the National Association of Securities Dealers Over the Counter Bulletin
Board Quotation System or for the periods of fiscal year 2003 and 2002.

                                    Bid Prices                 Ask Prices
                                 ---------------             --------------
                                 High        Low             High       Low
                                 ----        ---             ----       ---
Blue Moon Group, Inc.

2003
January 1 - January 31         1.00         .70            1.07        .87
February 1 - February 29       1.10         .77            1.12        .90
March 1 - March 31             1.30         .85            1.33        .93
April 1 - April 30             1.05         .68            1.08        .72
May 1 - May 31                 1.70         .67            1.73        .97
June 1 - June 30               1.50         .97            1.67       1.03
July 1 - July 31               1.27         .80            1.30       1.00
August 1 - August 31            .95         .83            1.03        .87
September 1 - September 30      .97         .83            1.02        .91
October 1 - October 31          .87         .47             .95        .65
November 1 - November 30        .93         .37            1.02        .54
December 1 - December 31        .99         .58            1.05        .65

2002
January 1 - January 31         1.00         .80            1.00        .80
February 1 - February 29       1.30         .80            1.30        .80
March 1 - March 31             1.10         .90            1.10        .90
April 1 - April 30             1.20         .60            1.10        .60
May 1 - May 31                  .90         .60             .90        .60
June 1 - June 30                .90         .40             .90        .40
July 1 - July 31                .50         .20             .50        .20
August 1 - August 31            .10         .10             .10        .10
September 1 - September 30      .40         .10             .40        .10
October 1 - October 31          .40         .20             .40        .20
November 1 - November 30       1.90         .30            1.50        .30
December 1 - December 31       1.60         .88            1.27        .75

     All prices posted as if the 1:30 reverse split in December 2002 and the 3:1
forward split in December 2003 had taken effect as of January 2002.

     The above quotations are inter-dealer quotations, and the actual retail
transactions may involve dealer retail markups, markdowns, or commissions for
market makers of Blue Moon Group's stock. There can be no assurance the Common
Stock will be accepted for trading on an active public market. In addition, the
shares of Common Stock are subject to various governmental or regulatory body
rules, which affect the liquidity of the shares.

                                       8
<PAGE>

     As of April 28, 2004, except for 2,656,551 free trading shares, all other
shares issued by Blue Moon Group, Inc. are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933. Ordinarily, under Rule
144, a person holding restricted securities for a period of one year may, every
three months, sell in ordinary brokerage transactions or in transactions
directly with a market maker an amount equal to the greater of one percent of
Blue Moon Group's then-outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Future sales of such
shares could have an adverse effect on the market price of the Common Stock.

(b) HOLDERS

     As of April 28, 2004, there were approximately 383 registered holders of
free-trading shares and 194 holders of Blue Moon Group's restricted Common
Stock, as reported by the transfer agent Blue Moon Group, Inc and reports on Non
Objecting Beneficial Owners.

(c) DIVIDENDS

     Blue Moon Group, Inc. has not paid any dividends on its Common Stock. Blue
Moon Group, Inc. currently intends to retain any earnings for use in its
operations and to finance the development and the expansion of its business.
Therefore, Blue Moon Group, Inc. does not anticipate paying cash dividends in
the foreseeable future. The payment of dividends is within the discretion of the
Board of Directors. Any future decision with respect to dividends will depend on
future earnings, future capital needs and the registrant's operating and
financial condition, among other factors.

(d) REPORTS TO SECURITY HOLDERS

     EAM Holdings, Inc. has not filed Form 3,4 or 5 or the notice required under
Regulation 13(d).

     Harold Williams, Michael McCrary plus Raymond and Marilyn Leshane have not
filed Form 3,4 or 5 or the notice required under Regulation 13(d).

     Also, to the extent we are required in the future to deliver annual reports
by the rules or regulations of any exchange upon which our shares are traded, we
intend to deliver annual reports. If we are not required to deliver annual
reports in the future for any reason, we do not intend to go to the expense of
producing and delivering such reports. If we are required to deliver annual
reports, they will contain audited financial statements as required. The public
may read and copy materials contained in our files with the Securities and
Exchange Commission at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the Commission. The Internet address of the
Commission's site is (http://www.sec.gov).

2. RECENT SALES OF UNREGISTERED SECURITIES

     In March 2003 the Company issued a total of 576,277 restricted common
shares. These shares were issued to Robert Fischer 6,944, Steve Amend 30,000,
EAM Holdings, Inc., Frank Serafini 100,000 and Boriosi Financial 100,000 for
services rendered plus 39,333 shares to Camille Barbone in settlement of all
outstanding obligations.

                                       9
<PAGE>

     On April 21, 2003 the Company issued a total of 217,800 restricted common
shares. Tomer Tal received 25,000 for legal services, 67,800 were issued to six
individuals as a loan to Blue Moon Records, Inc., and to Ron Bleckiki 15,000 and
ICapital 55,000, Randy Letcavage 27,500 plus Rosemary Nguyen 27,500 for services
rendered.

     On June 16, 2003 Mike Brcik received 18,000 restricted common shares as a
loan to Blue Moon Records, Inc.

     On July 11, 2003 the Company issued 80,000 restricted common shares in
settlement of debts. Daniel Petronelli received 30,000 and Charles Constanzo
received 50,000 of this issue.

     On August 28, 2003 the Company issued 10,000 restricted common shares to
Edward Morris for legal services rendered. The Company also issued the following
shares for consulting services to Michael McCrary 500,000, Richard McCrary
100,000, Gracia Profaci 150,000 and Crescent Fund 100,000.

     On December 1, 2003 the Company issued 200,000 free trading common shares
for services rendered. These shares were issued to Mario Romano 75,000, Darrell
Uzelton 25,000 and Lorenzo Medico 100,000.

     On December 2, 2003 the Company issued 505,000 restricted common shares.
These shares were issued for consulting services to, EAM Holdings, Inc. 100,000,
for legal services to Tomer Tal 20,000 for accounting services to Norman
Birmingham 20,000, to Marilyn and Raymond Leshane 150,000 each for $150,000 in
cash from a private placement and to Rick Banghart 35,000 plus Ray Cahnman
30,000 for commissions.

     On December 4, 2003 the Company issued 200,000 restricted common shares in
contemplation of closing the acquisition of Fat Kat Records.

     On December 15, 2003 the Company executed a 3:1 forward split by issuing
11,609,646 common shares.

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

     The "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included herein should be read in conjunction with the
financial statements for the years ended December 31, 2003 and for the year
ended December 31, 2002, respectively, and the related notes to each statement
appearing elsewhere in this Form 10-KSB. In addition to historical information,
the following discussion and other parts of this Form 10-KSB contain
forward-looking information that involves risks and uncertainties. Actual
results could differ materially from those anticipated by this forward-looking
information due to factors discussed in other sections of this Form 10-KSB.

     SIGNIFICANT ACCOUNTING POLICIES

     REVENUE

     We have adopted revenue recognition procedures in accordance with SEC Staff
accounting Bulletin No. 101 which requires different methods for various sales.
Revenue is recognized based on these four salient facts;

                                       10
<PAGE>

     Does the registrant

     1.   act as principal in the transaction,

     2.   take title to the products,

     3.   have the risk and rewards of ownership, such as loss of collection,
          delivery, or return, and

     4.   act as agent or broker (by performing services, in substance, as an
          agent or broker) with compensation on a commission or fee basis.

     Based on these qualification and in keeping with APB Opinion No. 22
paragraph 12 which states that, "the disclosure should encompass important
judgments as to the appropriateness of principles relating to revenue
recognition"' we offer the following:

     Revenue from sales of studio time are recorded when known.

     Revenue from the sale of merchandise, recordings or marketable items owned
by us are recorded at the time of sale. The exception to this statement is for
items sold wholesale to retailers or other distributors who have the right to
return product for up to one year.

     STOCK BASED COMPENSATION

     We have adopted the provisions of SFAS 123, Accounting of Stock-Based
Compensation, in accounting for stock-based transactions of non-employees and,
accordingly, record compensation expense in the statements of operations for
such transactions. We continue to apply the provisions of APB 25 for
transactions with employees, as permitted by SFAS 123.

     HISTORICAL

     Our historical financial data presented below has been derived from the
financial statements of Blue Moon group, Inc. and its predecessors, including
the notes thereto, appearing elsewhere herein.

     The financial data includes the results of operations of Blue Moon Group,
Inc. and Nebulous Records, Inc. for the years ended December 31, 2003 and
December 31, 2002.

                                           December 31,           December 31,
                                               2003                   2002
                                               ----                   ----
Summary of Operations
Net Revenues                              $     32,565          $          0
Forgiveness of Debt                            199,621                61,821
Cost of Sales                                    5,511                 9,391
Gross Profit                                    27,054                52,430
Operating Expenses                           7,076,820             3,810,965
Net Loss                                    (7,133,728)           (4,059,577)
Summary Balance Sheet Data
Total Assets                              $  6,945,363          $  8,069,435
Total Liabilities                            1,489,922               945,007
Shareholder's Equity                         5,455,441             7,124,428

                                       11
<PAGE>


     Blue Moon Group, Inc. completed the acquisition of Nebulous Records, Inc.
in October 2002. Several other potential acquisitions are at various stages of
negotiations.

     No revenue was recorded in this fiscal year 2002 as management spent the
year implementing the shift in its focus.

     RESULTS OF OPERATIONS

     SALES

     In the fiscal year ended December 31, 2003, revenues have primarily
consisted of the sale of CD's from our distribution agreement totaling $32,565
compared to $0 in the year ended December 31, 2002. No product shipments
occurred in 2002 and limited new shipments of product were made during 2001 and
were surpassed by returns of previously shipped products.

     COST OF SALES

     Cost of Sales, primarily represent CD and fulfillment operations and artist
record promotions and royalties plus studio engineering cost. The Cost of Sales
for the year ended December 31, 2003 was $5,511 and were $(9,391) for the year
ending December 31, 2002.

     SALES AND MARKETING EXPENSE

     Sales and marketing expense consists primarily of direct marketing
expenses, promotional activities, salaries and costs related to website
maintenance and development. We anticipate that overall sales and marketing
costs will increase significantly in the future; however, sales and marketing
expense as a percentage of net revenue may fluctuate depending on the timing of
new marketing programs and addition of sales and marketing personnel.

     Expenses of $6,113 for the year ended December 31, 2003 and $0 were
incurred for the year ended December 31, 2002. This increase was directly
related to the promotional expenses for marketing a new release.

     CONSULTING EXPENSES

     Consulting expenses for the implementation of artist signing and promotions
plus general business development and funding added $2,416,775 to the expenses
for the year ended December 31, 2003 compared with $199,455 for the year ended
December 31, 2002. The increase is attributable to agreements for the
formulation of distribution agreements, artist recording solicitations and the
search for investors.

     GENERAL AND ADMINISTRATIVE

     General and administrative expense consists primarily of salaries, legal
and other administrative costs, commissions and other overhead. General and
administrative expense was $4,846,199 for the year ended December 31, 2003
compared to $655,262 for the year ended December 31, 2002. It is anticipated
that overall general and administrative expense will decrease as a percentage of
revenue as revenue increases. These expenses were increased substantially in
2003 due commissions of $2,253,000 and public company expenses $1,407,993 and
legal fee increases to $228,552. Additional increases came from travel and
entertainment that rose to $116,296.

                                       12
<PAGE>

     DEPRECIATION EXPENSE

     Depreciation and amortization expenses decreased to $44,416 from $3,071,153
in the years ended December 31, 2003 and December 31, 2002, respectively. The
decrease was attributed to no amortization of the value of the music library.

     INTEREST EXPENSE

     Net interest expense for the year ended December 31, 2003 was $83,962.
Comparable interest costs for the year ended 2002 were $40,994. This increase
came from borrowing additional funds for operations.

     LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2003 we had cash of $121,574. Historically we have
financed our operations with short-term convertible debt or through the issuance
of equity in the form of our common stock. During the year ended December 31,
2003 we borrowed $450,000. During the period ended December 31, 2002 we raised
$16,955 through issuance of notes. New capitalization will be required in the
event a merger, sale or acquisition of a subsidiary with cash reserves is
completed. There is no assurance that we will be successful in raising the
required capital or completing any other transaction.

     FUTURE PLAN OF OPERATION

     Our objective is to create revenue from strategic alliances capable of
promoting and distributing compilations from our music library. We are
negotiating for potential merger or acquisition to provide a solid base for the
future.

ITEM 7. FINANCIAL STATEMENTS

     The financial statements for this section may be found beginning with page
F-1.

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

     There has been no disagreement with our independent auditor.

                                    PART III

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

     As of May 15, 2002, our directors and executive officers, their ages,
positions, the dates of their initial election or appointment as director or
executive officer, and the expiration of the terms as directors are as follows:

            Name           Age                     Position
            ----           ---                     --------

     Michael Muzio          39   President, Chief Executive Officer and Director

                                       13
<PAGE>

     BUSINESS EXPERIENCE

     Mr. Michael Muzio became President and Director upon the completion of the
Nebulous Records, Inc. transaction in October 2002. He became the Chief
Financial Officer immediately following the filing of Form 10-KSB for the period
ended December 31, 2003. In 1999 Mr. Muzio founded Nebulous Records where he had
four dance hits on the Billboard charts. Mr. Muzio was the CEO and founder of
TrimFast, Inc. (NASDQ: TRIM) in 1991 where he remained until 1999.

     Our directors are elected at the annual meeting of stockholders and hold
office until their successors are elected and qualified. Our officers are
appointed by the Board of Directors and serve at the pleasure of the Board and
subject to employment agreements, if any, approved and ratified by the Board.

ITEM 10. EXECUTIVE COMPENSATION

     In November 2002 we entered into three-year employment agreements with Mr.
Muzio. Under the agreement he is entitled to receive a base annual salary of
$125,000 during the period of November 15, 2002 to December 31, 2003. The salary
will be increased annually, effective January 1st of each year, except in year
one, by an amount of 4% or higher as determined by the Board of Directors.

     Compensation paid to the officers and directors of Open Door Records, Inc.,
and Blue Moon Group, Inc. and Open Door Online, Inc. during the three years
ended December 31, 2003 was as follows:

                           SUMMARY COMPENSATION TABLE

                                                 Long Term Compensation

                      Annual Compensation                Awards
                ---------------------------------  --------------------
(a)           (b)      (c)       (d)        (e)       (f)         (g)

                                           Other    Restricted  Securities
Name and                                   Annual    Stock    Underlying
Principal                                  Compensa- Award(s)  Options/
Position     Year   Salary($)   Bonus ($)   tion ($)  ($)      SARs (#)
--------     ----   ---------   ---------   --------  ---      --------
Michael
Muzio        2003    $125,000    $ - 0 -    $ - 0 -  $ - 0 -    $-0-
President    2002    $ 22,500    $ - 0 -    $ - 0 -  $ - 0 -    $-0-

CEO and
President    2002    $ -0-       $ - 0 -    $ - 0 -  $8,000     $-0-
David N.     2001    $110,083    $ - 0 -    $ - 0 -  $ - 0 -    $-0-
DeBaene

     Mr. Muzio has deferred the payment of all salary for the year 2002 and
2003.

     STOCK OPTION PLAN

     We currently provide no stock option plan. However, with the approval of
the Board of Directors, we may ask the shareholders to approve such a plan at
any meeting of the shareholders following the submission of this Form 10-KSB.

                                       14
<PAGE>


     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
               (INDIVIDUAL GRANTS)

     None.

     AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
            AND FISCAL YEAR-END OPTION/SAR VALUES

     None.

     COMPENSATION COMMITTEE

     NONE

     LIMITATION OF DIRECTORS' LIABILITY

     Our Articles of Incorporation eliminate, to the fullest possible extent Of
Delaware law, the personal liability of our directors for monetary damages in
relation to breaches of fiduciary duty. However, these articles do not provide
for the elimination or limitation of the personal liability of a director for
acts or omissions that involve intentional misconduct, fraud or knowing
violation of the law, or unlawful corporate distributions. These provisions will
limit the remedies available to the stockholder who is dissatisfied with a
decision of the board of directors protected by these provisions, and the
stockholders' only remedy may be to bring suit to prevent the action of the
board. This remedy may not be effective in many situations because stockholders'
are often unaware of a transaction or an event before the board's action. In
these cases, our stockholders and our company could be injured by a board's
decision and have no effective remedy.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                                         Shares
                                                      Beneficially  Percent of
Title of Class         Name/Address of Owner             Owned        Class
--------------         ---------------------             -----        -----
     Common            Michael Muzio                      0            0.00%
                       4957 Garland Branch Rd.
                       Dover, FL

     Common            EAM Holdings, Inc.              2,220,003      12.90%

     Common            Michael McCrary                 1,500,000       8.71%

     Common            Harold Williams                 1,500,000       8.71%

     Common            All Officers and Directors
                       And holders over 5% per         5,220,003      30.32%

     Common            All Officers and Directors              0       0.00%

Notes:    (i)   All Percentages are calculated based upon 17,214,469 shares
                outstanding as of the date of the filing of this Form 10-KSB.

          (ii)  All common shares are entitled to 1 vote per share. There are no
                other shares with voting rights.

                                       15
<PAGE>

     SECURITY OWNERSHIP OF MANAGEMENT

                                                        Shares
                                                     Beneficially    Percent of
Title of Class         Name/Address of Owner            Owned          Class
--------------         ---------------------            -----          ------
     Common            Michael Muzio                        0          0.00%


     (1) All percentages are calculated based upon 17,214,469 shares of common
stock of Blue Moon Group issued and outstanding as of the date of filing this
Form 10-KSB.

     CHANGES IN CONTROL

     There are no known or contemplated arrangements, which may result in a
change of control.

     ESCROW OF SHARES

     We currently have held through our Escrow Agent, Mr. Thomas Connors, Esq.
100,000 restricted common shares of the stock belonging Don R. Logan pursuant to
the fulfillment or completion of certain provisions of the Acquisition Agreement
dated June 17, 1999 between Genesis Media Group, Inc. and Open Door Records,
Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)  The following exhibits are to be filed as part of this Form 10-KSB,
          all items have been previously filed with Form 10-SB/A:

EXHIBIT NO.                IDENTIFICATION OF EXHIBIT


3.1*      Articles of Incorporation

3.2*      By-laws

10.1*     Employment Agreement between Blue Moon Group, Inc. and Michael Muzio.

10.2*     Purchase Agreement between Open Door Online, Inc. and Nebulous
          records, Inc.

31.1      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed as exhibits to Form 10-SB/A

                                       16
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures (as defined in
Rule 13a-14 of the Exchange Act) that are designed to ensure that information
required to be disclosed in the Company's Exchange Act report is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and that such information is accumulated and communicated
to the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives and management necessarily was required
to apply its judgment in the evaluating the cost-benefit relationship of
possible controls and procedures.

     Within 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation if the
Company disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

     There have been no significant changes in the Company's internal controls
or in the factors that could significantly affect the internal controls
subsequent to the date the company completed its evaluation.

                                       17
<PAGE>

SIGNATURES

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

DATED: April 28, 2004                   BLUE MOON GROUP, INC.

                                        By: /s/ MICHAEL MUZIO
                                            -------------------------------
                                                Michael Muzio
                                                President, CFO and Director

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

SIGNATURE                        TITLE                             DATE
-----------                      -----                             ----

/s/ Michael Muzio               Director, President         April 28, 2004
                                Chief Financial Officer


                                       18
<PAGE>


                        Report of Independent Accountants


To The Board of Directors
Blue Moon Group, Inc.
Dover, Florida

We have audited the accompanying consolidated balance sheet of Blue Moon Group,
Inc. as of December 31, 2003 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all materials respects, the financial position of Blue Moon Group,
Inc. as of December 31, 2003 and the consolidated results of operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losing from operations
and has depleted working capital that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to the matters are
also described in Note 1. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.


                                                /s/ Semple & Cooper, LLP

Phoenix, Arizona
April 28, 2004



                                      F-1
<PAGE>

Report of Independent Accountants


To The Board of Directors
Blue Moon Group, Inc.
Dover, Florida

We have audited the accompanying balance sheets of Blue Moon Group,
Inc. (formerly Open Door Online, Inc.) as of December 31, 2002 and the related
statements of operations, stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all materials respects, the financial position of Blue Moon Group, Inc. as of
December 31, 2002 and the results of operations and its cash flows for the two
years then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losing from operations
and has depleted working capital that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to the matters are
also described in Note 1. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.


                                             /s/ James C. Marshall, CPA, P.C.

Scottsdale, Arizona
April 14, 2003


                                      F-2
<PAGE>

                      Blue Moon Group, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                December 31, 2003

                                                                    December 31,
        ASSETS                                                         2003
                                                                   ------------
Current Assets
 Cash and cash equivalents                                         $    121,574
 Accounts receivable - trade                                             60,565
 Loans receivable                                                       211,500
 Inventories                                                             39,180
                                                                   ------------
      Current Assets                                                    432,819

Property and equipment, net                                             271,393
Goodwill                                                                 10,000
Music library (Notes 2 and 4)                                         6,105,005
Publishing & Copyrights                                                 126,146
                                                                   ------------
Total Assets                                                       $  6,945,363
                                                                   ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accounts payable                                                  $    389,399
 Payroll taxes and accrued expenses                                     296,054
 Judgments payable                                                       92,166
 Notes payable                                                          712,303
                                                                   ------------
      Current Liabilities                                             1,489,922
                                                                   ------------
      Total Liabilities                                               1,489,922

Stockholders' Equity
 Preferred stock, .001 par value;
  5,000,000 shares authorized, 0 issued and outstanding                      --
 Common stock, .001 par value; 50,000,000 shares
  authorized, 18,164,469 and 17,214,469 issued and
  outstanding, respectively (Note 9)                                     17,214
 Additional paid-in capital                                          18,781,612
 Retained earnings                                                  (13,343,385)
                                                                   ------------
      Total Stockholders' Equity                                      5,455,441
                                                                   ------------
Total Liabilities and Stockholders' Equity                         $  6,945,363
                                                                   ============


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

                                      F-3
<PAGE>

                      Blue Moon Group, Inc. and Subsidiary
                            Consolidated Statements of Operations
                    for the two years ended December 31, 2003


                                                           December 31,
                                                   ----------------------------
                                                       2003             2002
                                                   -----------      -----------
Revenue
 Sales                                             $    32,565      $        --
 Forgiveness of debt                                        --           61,821
 Cost of sales                                           5,511           (9,391)
                                                   -----------      -----------
  Gross profit                                          27,054           52,430
                                                   -----------      -----------
Operating expenses
 Administrative expenses                             4,846,199          655,262
 Salaries and payroll taxes                            140,698           22,500
 Professional and outside services                   1,710,720           62,050
 Forgiveness of debt and loss on disposal
  of assets                                            334,787          260,048
 Amortization and depreciation                          44,416        3,071,153
                                                   -----------      -----------
  Total Operating Expense                            7,076,820        4,071,013
                                                   -----------      -----------
 Loss from operations                               (7,049,766)      (4,018,583)
                                                   -----------      -----------
Other expenses
 Interest expense                                       83,962           40,994
                                                   -----------      -----------
Loss before income taxes                            (7,133,728)      (4,059,577)
                                                   -----------      -----------
Provision (benefit) of income taxes                         --               --
                                                   -----------      -----------
Net loss                                           $(7,133,728)     $(4,059,577)
                                                   ===========      ===========
Net loss per common share (Note 8)                 $     (1.51)     $     (1.56)
                                                   ===========      ===========
Weighted average shares outstanding                  4,741,354        2,600,841
                                                   ===========      ===========


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

                                      F-4
<PAGE>

                      Blue Moon Group, Inc. and Subsidiary
                       Consolidated Statements of Stockholders' Equity
                    for the two years ended December 31, 2003
<TABLE>
<CAPTION>

                                  Common Stock
                                 ----------------
                                                       Paid in    Accumulated
                                 Shares    Amount      Capital    Deficit          Total
                                 ------- ---------   -----------  -----------   -----------

<S>                              <C>     <C>         <C>          <C>           <C>
Balance at December 31, 2001     629,955 $     630   $10,733,542  $(2,150,080)  $ 8,584,092


Issuance of Common Stock          98,144        98       329,797           --       329,895

Acquisition of
 Nebulous Records, Inc.          600,000       600       539,400           --       540,000

Issuance of stock for services   578,217       578     1,729,440           --     1,730,018

Net Loss                              --        --            --   (4,059,577)   (4,059,577)
                               --------- ---------   -----------  -----------   -----------

Balance at December 31, 2002   1,906,316 $   1,906   $13,332,179  $(6,209,657)  $ 7,124,428


Issuance of Common Stock         300,000 $     300   $   149,700           --       150,000

Issuance of stock for services 3,398,507     3,398     5,311,343           --     5,314,741

Issuance of Common Stock for  11,609,646    11,610       (11,610)          --            --
 forward split

Net Loss                                                          $(7,133,728)   (7,133,728)
                              ---------- ---------   -----------  -----------   -----------

Balance at December 31, 2003  17,214,469 $  17,214   $18,781,612 $(13,343,385)  $ 5,455,441
                              ========== =========   =========== ============   ===========
</TABLE>

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

                                      F-5
<PAGE>

                       Blue Moon Group Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
                    for the two years ended December 31, 2003

                                                           December 31,
                                                   ---------------------------
                                                      2003            2002
                                                   -----------     -----------
Cash Flows From Operating Activities
 Net loss                                            $(7,133,728)   $(4,059,577)
 Adjustments to reconcile net loss to net
 cash used by operating activities
 Amortization and depreciation                            44,416      3,071,154
 Issuance of stock for services                        5,314,741      1,730,018
 Loss on disposal and write down of assets               229,500        260,048
                                                     -----------    -----------
 Changes in cash flows used by
  operating activities                                (1,545,071)     1,001,643

Changes in operating assets and liabilities
 (net of effects from acquisition of business):
 Accounts receivable                                     (32,565)        38,650
 Loans receivable - trade                                (24,500)       (73,465)
 Prepaid expenses                                      1,298,687     (1,298,687)
 Inventory                                                (9,180)       (20,152)

 Accounts payable                                        150,897       (162,921)
 Accrued payroll, taxes                                   77,405       (360,778)
                                                     -----------    -----------
 Net cash flow (used) by
 operating activities                                    (84,327)    (1,877,353)
                                                     -----------    -----------
Cash flows from investing activities
 Acquisition of property, plant and equipment            (62,636)      (209,917)
 Loans receivable                                       (205,876)            --
 Disposition of Assets, net of depreciation                   --      1,137,967
 Proceeds from disposition of marketable security          7,800             --

                                                     -----------    -----------
 Net cash used by investing activities                  (260,712)       928,050
                                                     -----------    -----------
Cash flows from financing activities
 Proceed from issuance of debt                           346,613             --
 Net repayment of debt                                   (30,000)       (52,340)
 Sale of common stock                                    150,000             --
                                                     -----------    -----------
 Net cash provided (used) by financing activities        466,613        (52,340)
                                                     -----------    -----------

Net increase (decrease) in cash and
 cash equivalents                                        121,574             --

  Cash at January 1,                                          --             --
                                                     -----------    -----------
  Cash at end of period                              $   121,574    $        --
                                                     ===========    ===========

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


                                      F-6
<PAGE>

                      Blue Moon Group, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements


Note 1 - Organization

         In October, 2002, the Company reincorporated in the state of Delaware
and changed its name to Blue Moon Group, Inc. The predecessor, Open Door
Records, Inc. ("Open Door") was incorporated in the state of Rhode Island on
November 20, 1997. As the surviving entity from a merger with Genesis Media
Group, Inc. in June 1999 Open Door Online, Inc. is a New Jersey corporation
formed on June 20, 1987. In October, 2002, the Company acquired Nebulous
Records, Inc., a Florida corporation involved in the music business. Nebulous
was incorporated in February 2002 and has had only limited operations.

Going-concern and management plans
----------------------------------

         The accompanying financial statements have been prepared assuming that
the Company will continue on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company had limited operations in 2003 and 2002, had losses of
$7,133,728 and $4,059,577 for the years ended December 31, 2003 and 2002,
respectively, and has exhausted its limited working capital reserves. The
Company expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

         Capital reserves at December 31, 2003 were essentially depleted. The
Company is trying to raise additional working capital through various debt and
equity arrangements. If sufficient operating funds can not be obtained,
profitability of operations achieved, or satisfactory joint venture arrangements
made, the Company will probably not be able to continue as a going concern.
These financial statements do not include any adjustments relating to the
recoverability and classifications of carrying amounts that might result should
the Company be unable to continue as a going-concern.

Note 2 - Summary of Significant Accounting Policies

         The summary of significant accounting policies of Blue Moon Group, Inc.
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management.
Management is responsible for their integrity. The accounting policies conform
to generally accepted accounting principles and have been consistently applied
in the preparation of the financial statements.

Principles of Consolidation
---------------------------

         The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary. Intercompany transactions have been
eliminated.


                                      F-7
<PAGE>


Note 2 - Summary of Significant Accounting Policies (continued)

Line of Business
----------------

         The business of the Company to date has derived revenue from the
production and marketing of recorded music with certain artists under contract
for distribution. The Company has a distribution contract with Brody
Entertainment who has a further contract for music distribution through Sony/
Red Entertainment.

Revenue Recognition
-------------------

         Revenue is generally recognized upon shipment to the customer or upon
completion of the services a 30% reserve will be maintained for possible returns
when the reserve has been withheld from payment by Brody per the distribution
contract.

Cash and Cash Equivalents
-------------------------------------
         The Company considers all highly liquid instruments purchased with an
initial maturity of three (3) months or less to be cash equivalents.

Equipment and Depreciation
--------------------------

         Depreciation has been provided for financial
accounting purposes using the straight-line method over the shorter of the
asset's estimated life or the lease term. The estimated useful lives of the
assets are as follows:

Record and production equipment             5-7 Years
Website Development                         5-7 Years
Leasehold improvements                     3-10 Years

Intangible Assets
-----------------

         The Company reviews its intangible assets at least annually to evaluate
potential impairment by comparing the carrying value of the intangible assets
with expected future net operating cash flows from the related operations. If
the expected future net operating cash flows are less than the carrying value,
the Company recognizes an impairment loss equal to the amount by which the
carrying value exceeds the discounted expected future net operating cash flows
from the related operations.

Long-Lived Assets
-----------------

         The Company has adopted SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" which requires that long-lived assets to be held
and used be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.


                                      F-8
<PAGE>

         The Company evaluates its long-lived assets for impairment whenever
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted cash flows
expected to be generated by the asset. If assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amounts exceed the fair values of the assets. Assets to be disposed of are
reported at the lower of carrying values or fair values, less costs of disposal.

Master Music Library
--------------------

         The master music library consists of original and digitized masters of
well known artists. The Company has the right to produce, sell, distribute or
otherwise profit from its utilization of this library subject to industry
standard royalty fees to be paid to artists as copies of the product are sold or
distributed. The Company will amortize the library on a units sold basis in
accordance with SFAS 50 that relates the capitalized costs to estimated net
revenue to be realized. When anticipated sales appear to be insufficient to
fully recover the basis, a provision against current operations will be made for
anticipated losses.

Note 2 - Summary of Significant Accounting Policies (continued)

Use of Estimates
----------------

         The financial statements have been prepared in accordance with
generally accepted accounting principles and necessarily include amounts based
on estimates and assumptions by management. Actual results could differ from
those amounts. Significant estimates include amounts for litigation, royalties
inventory and accounts receivable exposure.

Income Taxes
------------

         The Company accounts for income taxes in accordance with the Financial
Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109
requires the Company to recognize deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the difference between the
financial statements carrying amounts and tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.

New Technical Prouncements

         In June 2002, FASB issued Statement No. 146 (SFAS No. 146), "Accounting
for Costs Associated with Exit or Disposal Activities," effective for activities
that are initiated after December 31, 2002, with early application encouraged.
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force (EITF)



                                      F-9
<PAGE>


Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The adoption of SFAS No. 146 did not have a material effect on
the Company's financial position or results of operations.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 expands on the
accounting guidance of SFAS No. 5, 57 and 107 and incorporates without change
the provisions of FASB Interpretation No. 34, which is being superceded. FIN 45
elaborates on existing disclosure requirements for most guarantees, including
standby letters of credit. It also clarifies that guarantees must be recognized
as an initial liability for fair value, or market value, of the obligations
assumed under the guarantee and that this information must be disclosed in
interim and annual financial statements. FIN 45 applies on a prospective basis
to guarantees issued or modified after December 31, 2002. The adoption of FIN 45
did not have a material effect on the Company's financial position or results of
operations.

         In December 2002, FASB issued Statement No. 148 (SFAS No. 148),
"Accounting for Stock-Based Compensation -- Transition and Disclosure -- An
Amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company is required to follow the prescribed format and provide the
additional disclosures required by SFAS No. 148 in its annual financial
statements for the year ended December 31, 2002 and must also provide the
disclosures in its quarterly reports containing condensed financial statements
for interim periods beginning with the quarterly period ended March 31, 2003.
The adoption of SFAS No. 148 did not have a material effect on the Company's
financial position or results of operations.

         In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. Adoption of SFAS 150 does not have a significant impact on our
financial statements.

Note 3 - Concentration of Credit Risk

         The Company maintains cash balances at a financial institution.
Deposits not to exceed $100,000 for each institution are insured by the Federal
Deposit Insurance Corporation. At December 31, 2003, the Company had uninsured
cash and cash equivalents in the approximate amount of $22,000.


                                      F-10
<PAGE>


Note 4 - Property and Equipment

         Depreciation and amortization for the years ended December 31, 2003 and
2002 were $44,416 and $3,071,153, respectively.

Property plant and equipment consist of the following:

                                                            December 31,
                                                       ------------------------
                                                          2003           2002
                                                       ---------      ---------
Production equipment                                   $ 281,196      $ 218,561
Office equipment, furniture and fixtures                  36,232         36,232
                                                       ---------      ---------
                                                         317,428        254,793
Less accumulated depreciation and amortization           (46,035)        (5,995)
                                                       ---------      ---------
                                                       $ 271,393      $ 248,798
                                                       =========      =========

Note 5 - Music Library

         The Company periodically reviews the carrying value of its music
library to determine whether an impairment exists. The Company considers
relevant potential cash flow and profitability information for the related
products in assessing whether the carrying value of music publishing rights can
be recovered. Because of competition in the market, difficulty in financing
potential sales and modification of management's plans for utilization, during
2002 the Company determined that the carrying value of its music library will
not be recovered from the undiscounted future cash flows of the related product.
Accordingly, the Company recorded a writedown in fiscal 2002. During fiscal 2003
the Company reassessed their plans and determined that they were going to pursue
the use of the library, therefore, no writedown was recorded in fiscal 2003.
Amortization expense related to the music library, including the impairment
charge, was $3,050,000 in 2002.

Note 6 - Related Party Transactions

Debt
----
         Debt is due to the president of the Company and others for cash
advances made to the Company for working capital. Advances during the years
ended December 31, 2003 and 2002 were $179,272 and $30,000, respectively. The
ending balances at December 31, 2003 and 2002 were $209,272 and $30,000,
respectively and interest expense for the periods was $0 and $196, respectively.

Commitments
-----------

         The Company entered into a two year consulting agreements with EAM
Holdings, Inc. (EAM) valued at approximately $435,000. The sole director of the
Company has a minority ownership interest in EAM.



                                      F-11
<PAGE>


Note 7 - Income Taxes

         The tax-free exchange with Genesis creates a difference in the basis of
the assets between tax basis and accounting basis. At December 31, 2003, the tax
basis of the assets is approximately $1,092,000 greater than the accounting
basis. In the future, as assets are disposed of, depreciated, or amortized, or
liabilities are paid, the deduction for tax purposes will be greater than the
book basis, resulting in reduced tax expense or greater net operating loss
carryover for tax purposes than would otherwise be expected. There is no
certainty as to the timing of such recognition nor that the Company will be able
to fully utilize these differences.

The components of deferred tax assets and liabilities are as follows:

                                                            December 31,
                                                    ---------------------------
                                                        2003            2002
                                                    -----------     -----------
Tax effects of carryforward benefits:
   Net operating loss carryforwards                 $ 6,216,757     $3,146,000
                                                    -----------     -----------
Tax effects of carryforwards
   Tax effects of future taxable differences and
    carryforwards                                     6,216,757       3,146,000
Less deferred tax asset valuation allowance          (6,216,757)     (3,146,000)
                                                    -----------     -----------
Net deferred tax asset                              $        --     $        --
                                                    ===========     ===========

         Realization of the net deferred tax assets is dependent on generating
sufficient taxable income prior to their expiration. Tax effects are based on a
9.0% state and 34.0% federal income tax rates for a net combined rate of 43%.
The tax effects of the acquired business combination have not been recognized in
the current or prior periods but will be recognized in future periods, at which
time if the current period taxable income is insufficient to offset such charges
for tax purposes, the effect will be available to the Company over the
succeeding 20 years. The realized net operating losses expire as follows:

                  2019                      $    606,000
                  2020                           878,000
                  2021                           652,000
                  2022                         1,010,000
                  2023                         3,070,757
                                            ------------
                           Total            $  6,216,757
                                            ============

         A valuation allowance has been provided for the full deferred tax asset
amount due to the lack of operating history and operating losses in recent
periods. When realization of the deferred tax asset is more likely than not to
occur, the benefit related to the differences will be recognized as a reduction
of income tax expense. Additionally, the tax greater tax basis of $1,092,000
would be available for tax depreciation, reduced gain or increased loss upon
disposition of the Music Library.


                                      F-12
<PAGE>


Note 8 - Preferred Stock

         In October 2002 the Company authorized 5,000,000 shares of preferred
stock at a par value of $.001. No preferred stock has been issued.

Note 9 - Common Stock

            On December 5, 2003 the Company declared a 3 for 1 forward stock
split of the outstanding common stock. The forward stock split was effected
after the market close on December 12, 2003, thereby increasing the number of
outstanding common shares by 11,609,646 to 17,214,469.

         On November 18, 2002 the Company declared a 1 for 30 reverse stock
split of the outstanding common stock. The reverse stock split was effected
after the market close on November 28, 2002, thereby reducing 39,842,970 shares
of issued common stock to 1,328,099 shares. In conjunction with the
reincorporation of the Company the par value per share of common stock was
changed from $0.0001 to $0.001. Consequently, the aggregate par value of the
issued common stock was reduced by reclassifying the par value amount of the
reversed common stock to additional paid in capital for all periods presented.
All per share amounts and outstanding shares have been retroactively restated in
the accompanying consolidated financial statements for all periods presented to
reflect the reverse stock split.

         During the year ended December 31, 2003 the Company issued 3,398,507
shares of common stock for services. The shares were valued based on the market
price on the date of contract. In addition, the Company had negotiated various
consulting agreements and agreed to the issuance of 750,000 shares of common
stock. The Company believes that the parties to the consulting agreement did not
perform, therefore the shares were not distributed and the Company did not
record consulting fees related to same. Subsequent to the balance sheet date,
the aforementioned stock certificates have been destroyed and it is the intent
of the Company to cancel the certificates. As of December 31, 2003 these shares
have not been reflected in the weighted average share calculation.

         The outstanding stock of the Company was 17,214,469 and 1,906,316
shares December 31, 2003 and 2002, respectively.

Note 10 - Loss per Common Share

         Loss per share of common stock have been computed based on the weighted
average number of shares outstanding for all periods after giving effect to the
reverse stock split. As of December 31, 2003, the weighted
average number of shares used to compute the earnings per share was 4,741,354.
The weighted average shares used to compute earnings per share at December 31,
2002 was 2,600,841.

Note 11 - Commitments and Contingencies

         The distribution agreement between the Company and Brody Distribution
Group requires that the Company distribute all of its pre recorded music and
video releases for the United States and Canada for two years from July 18,
2003. It also requires $200,000 in common shares of the Company to be placed as
F-14 escrow for any shortfall in potential returns or other costs associated
with the agreement. The Company must have two releases of pre recorded music of
at least thirty-five minutes duration per year during the term of the agreement.

                                      F-13
<PAGE>

         Per agreements with employees, directors and consultants, the Company
agreed to compensation in the form of common stock to be funded at various rates
for prior and future service. In conjunction therewith, the Company issued
105,967 post reverse split shares during the period ended December 31, 2003. At
the time of issuance the stock price was $3.00 per share, therefore, the Company
recognized an expense of $317,900. Additionally, the Company has vested 472,250
shares in December 2002 at a price of $3.00 per share for services to be
provided the Company during the 12 months from December 1, 2002. Therefore, the
Company has recognized $118,063 during 2002 and will amortize the prepaid amount
of $1,298,687 during the subsequent 11 months. The remaining terms of these
agreements are up to 23 months during which the Company is committed to issue an
additional 1,234,167 restricted common shares. The Company will recognize
expense based on the number of share earned on the last day of each month shares
are required to be issued.

          All consulting contracts entered into during the year ended December
31, 2003 were for two year durations with the consideration paid to the
consultant in shares at its inception and deemed earned when paid. In certain
instances consulting contracts remain unfulfilled by the consultant and the
Company will review its options for recovery of the consideration paid during
the first and second quarter of 2004. The Company has no further liabilities to
any of the consultants.

Note 12 - Sale of Assets and Disposition of Liabilities

         In October 2002 the Company entered into a sale transaction for the
sale of some of the assets of Open Door Records Inc. to a third party in
exchange for the assumption of certain liabilities. The Company recognized a
loss of $260,048 from this transaction.

Note 13 - Debt

         The Company has debt outstanding to various third parties with interest
rates ranging from 17% to 20%. As of December 31, 2003 all of the debt is in
default and is therefore reflected as short term.

Note 14 - Subsequent Events

         Subsequent to December 31, 2003 the Company's principal place of
business was destroyed in a fire. Equipment, in the approximate amount of
$200,000 was destroyed in the fire and the Company will report a loss on same in
the first quarter of fiscal 2004.

         During the first quarter of fiscal 2004, the Company issued shares of
common stock as follows:

         o        750,000_shares of common stock were granted for the payment of
                  debt in the amount of $250,000 plus accrued interest. On the
                  date of issuance the closing price of the stock was $.95 per
                  share.

         o        250,000 shares of common stock were granted to an entity that
                  the sole director has a minority ownership interest in. The
                  shares were issued in relation to a consulting agreement for
                  services valued at $250,000.


         o        400,000 shares of common stock were granted under a consulting
                  agreement with Target Publishing for marketing and publishing
                  services. The agreement is for two years and is valued at
                  $376,000


                                      F-14
<PAGE>


         o        120,000 shares of common stock were granted for outstanding
                  professional fees which were included in accounts payable at
                  December 31, 2003 in the approximate amount of $120,000.

         o        300,000 shares of common stock were granted to the sole
                  director for payment of salary.

         o        50,000 shares of common stock, valued at $50,000, were granted
                  for consulting services incurred in fiscal 2004.

         o        100,000 shares of common stock were granted to Baritex, Inc.
                  in relation to a consulting agreement valued at $73,000. The
                  contract is for a period of two_years for seeking capital for
                  the Company.

                                      F-15