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

                                   FORM 10-KSB


[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002

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


                        Commission file Number: 000-29021
                                                ---------

                              BLUE MOON INVESTMENTS
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                                     Nevada
          -------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   98-0210152
                     ---------------------------------------
                     (I.R.S. Employer Identification Number)

                                    Suite 810
                               1708 Dolphin Avenue
                       Kelowna, British Columbia, V1Y 9S4
                     ---------------------------------------
                    (Address of principal executive offices)

                                  (250)868-8177
                            -------------------------
                           (Issuer's telephone number)


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

Securities registered under Section 12(g) of the Exchange Act:    Common Shares

Check  whether the Issuer (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 that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [ X ] Yes [ ] 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 Issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.  [ X ]

The Issuer's revenues for its fiscal year ended September 30, 2002 were $0.00.

State the aggregate market value of the voting and non-voting common equity 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.) N/A

<PAGE>
                                        2

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

On September  30, 2002,  the number of shares  outstanding  of the  registrant's
Common Stock was 500,000.

Transitional Small Business Disclosure Format (check one):  Yes [ ]     No [ X ]

<PAGE>
                                        3

                                     PART I
                                    BUSINESS

Item 1.  Description of Business
--------------------------------

Blue Moon Investments,  was incorporated on September 19, 1997 under the laws of
the  State of  Nevada to engage in any  lawful  corporate  purpose.  Other  than
issuing shares to its  shareholders,  we never  commenced any other  operational
activities.  We can be defined as a "blank check" company, whose sole purpose at
this time is to locate and  consummate  a merger or  acquisition  with a private
entity.  The Board of Directors  has elected to commence  implementation  of our
principal business purpose.

The proposed business activities  classifies us as a "blank check" company.  The
Securities and Exchange  Commission  defines these companies as "any development
stage  company  that is issuing a penny stock and that has no specific  business
plan or purpose,  or has  indicated  that its business  plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations  limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our  securities,  either  debt or equity,  until we
have  successfully  implemented  our business plan. We intend to comply with the
periodic  reporting  requirements of the Securities  Exchange Act of 1934 for so
long as it is subject to those requirements.

Lock-up Agreement
-----------------

Each  of  our  shareholders  has  executed  and  delivered  a  "lock-up"  letter
agreement,  affirming that they shall not sell their respective shares of common
stock until we have successfully  consummated a merger or acquisition and we are
no longer  classified  as a "blank check"  company.  However,  while  management
believes that the procedures  established to preclude any sale of our securities
prior to closing of a merger or acquisition will be sufficient, we cannot assure
you that the procedures  established will unequivocally  limit any shareholder's
ability to sell their respective securities before a closing.

Investment Company Act of 1940
------------------------------

Although we will be subject to SEC regulation,  management  believes we will not
be subject to regulation as an investment company,  since we will not be engaged
in the business of investing or trading in securities. In the event we engage in
business combinations that result in our holding passive investment interests in
a number  of  entities,  we could be  subject  to  regulation  as an  investment
company.  If that  occurs,  we would be required  to  register as an  investment
company and could be expected to incur  significant  registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission  as to our  status as an  investment  company  and,  consequently,  a
violation of the Act could subject us to material adverse consequences.

Investment Advisors Act of 1940
-------------------------------

An investment adviser is a person who, for compensation, engages in the business
of advising others,  either directly or through publications or writings,  as to
the value of securities or as to the  advisability of investing in,  purchasing,
or  selling  securities,  or who,  for  compensation  and as  part of a  regular
business,  issues or promulgates analyses or reports concerning  securities.  We
seek to locate a suitable merger of acquisition candidate,  and we do not intend
to engage in the business of advising others in investment  matters for a fee or
other type of consideration.

<PAGE>
                                        4


Forward Looking Statements
--------------------------

We caution readers regarding  forward looking  statements found in the following
discussion  and  elsewhere  in  this  registration  statement  and in any  other
statement  made by, or on our behalf,  whether or not in future filings with the
Securities and Exchange  Commission.  Forward looking  statements are statements
not based on  historical  information  and that  relate  to  future  operations,
strategies, financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to   significant   business,   economic  and   competitive   uncertainties   and
contingencies,  many of which are beyond  our  control  and many of which,  with
respect to future business decisions, are subject to change. These uncertainties
and  contingencies  can affect actual  results and could cause actual results to
differ materially from those expressed in any forward looking statements made by
or on  our  behalf.  We  disclaim  any  obligation  to  update  forward  looking
statements.  Readers should also understand  that under Section  27A(b)(2)(D) of
the `33  Act,  and  Section  21E(b)(2)(D)  of the `34  Act,  the  "safe  harbor"
provisions of the PSLRA do not apply to statements  made in connection  with our
offering.

Item 2.  Description of Property
--------------------------------

We have no  properties  and at this  time  have no  agreements  to  acquire  any
properties.

We operate from our offices at Suite 810, 1708 Dolphin Avenue, Kelowna,  British
Columbia, Canada. Space is provided to us on a rent free basis by David Ward, an
officer and director,  and it is anticipated  that this  arrangement will remain
until we successfully  consummate a merger or acquisition.  Management  believes
that this space will meet our needs for the foreseeable future.

Item 3.  Legal Proceedings
--------------------------

The Company is not involved in my legal proceedings at this time.

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

No matter was submitted to vote of security holders during the fourth quarter of
the fiscal year covered by this report.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

There is no trading market for our common stock at present and there has been no
trading market to date.  Management has not undertaken any discussions  with any
prospective market maker concerning the participation in the aftermarket for our
securities and management does not intend to initiate any  discussions  until we
have  consummated a merger or  acquisition.  We cannot  guarantee that a trading
market will ever develop or if a market does develop, that it will continue.

Market Price
------------

Our common stock is not quoted at the present time.  The Securities and Exchange
Commission  has  adopted  a Rule that  established  the  definition  of a "penny
stock," for purposes  relevant to us, 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, subject to certain exceptions.  For any transaction involving a penny
stock, unless exempt, the rules require:
<PAGE>
                                        5

     -    that a broker or dealer approve a person's account for transactions in
          penny stocks; and

     -    the broker or dealer receive from the investor 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 stocks, the broker or dealer must

     -    obtain financial  information and investment experience and objectives
          of the person; and

     -    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and that person has sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.  The broker or dealer must also
          deliver,  prior to any  transaction  in a penny  stock,  a  disclosure
          schedule  prepared  by the  Commission  relating  to the  penny  stock
          market, which, in highlight form,

     -    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and

     -    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.  Disclosure also has to be made
          about the risks of  investing  in penny stock in both public  offering
          and in secondary  trading,  and about commissions  payable to both the
          broker-dealer and the registered  representative,  current  quotations
          for the  securities  and  the  rights  and  remedies  available  to an
          investor  in cases of fraud  in  penny  stock  transactions.  Finally,
          monthly statements have to be sent disclosing recent price information
          for the penny stock held in the account and information on the limited
          market in penny stocks.

Management  intends to strongly  consider  undertaking  a  transaction  with any
merger or  acquisition  candidate  that will allow our  securities  to be traded
without the aforesaid  limitations.  However, we cannot predict whether,  upon a
successful merger or acquisition,  we will qualify our securities for listing on
Nasdaq or some other national  exchange,  or be able to maintain the maintenance
criteria  necessary  to  insure  continued  listing.   Failure  to  qualify  our
securities or to meet the relevant  maintenance  criteria after qualification in
the future may result in the  discontinuance  of the inclusion of our securities
on a national  exchange.  However,  trading,  if any, in our securities may then
continue in the non-Nasdaq  over-the-counter  market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, our securities.

Item 6.  Plan of Operation
--------------------------

We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates  revenues,  in exchange for its securities.  We have not
identified  a  particular  acquisition  target  and  have not  entered  into any
negotiations  regarding an acquisition.  As soon as this registration  statement
becomes effective, we intend to contact investment bankers,  corporate financial
analysts,  attorneys and other investment industry professionals through various
media. None of our officers, directors,  promoters or affiliates have engaged in
any  preliminary  contact or discussions  with any  representative  of any other
company  regarding the possibility of an acquisition or merger with us as of the
date of this registration statement.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable state statutes governing how the transaction is structured, our Board
of  Directors  expects  that it will  provide  our  shareholders  with  complete
disclosure  documentation  concerning a potential  business  opportunity and the
structure of the proposed business combination prior to consummation. Disclosure
is expected to be in the form of a proxy or information  statement,  in addition
to the post-effective amendment.

<PAGE>
                                        6

While any disclosure  must include  audited  financial  statements of the target
entity,  we cannot  assure you that such audited  financial  statements  will be
available.  If audited  financial  statements are not available at closing,  the
proposed transaction will be voidable at management's discretion. As part of the
negotiation  process,  the Board of  Directors  does  intend  to obtain  certain
assurances of value,  including  statements of assets and liabilities,  material
contracts,  accounts  receivable  statements,  or other  indicia  of the  target
entity's condition prior to consummating a transaction,  with further assurances
that an audited  statement  would be provided  prior to execution of a merger or
acquisition agreement.  Closing documents will include  representations that the
value  of  the  assets   transferred   will  not  materially   differ  from  the
representations  included in the closing  documents,  or the transaction will be
voidable.

Due to our intent to remain a shell  corporation  until a merger or  acquisition
candidate is identified,  it is anticipated that its cash requirements  shall be
minimal. We also do not expect to acquire any plant or significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management.  Management  currently  holds  60.8%  of  our  stock.  As a  result,
management  is in a position to elect a majority of the directors and to control
our affairs.

We have no full time  employees.  Our  President  and  Secretary  have agreed to
allocate a portion of their time to our activities, without compensation.  These
officers  anticipate that our business plan can be implemented by their devoting
approximately   five  hours  each  per  month  to  our  business   affairs  and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.

Our officers and directors may become  involved with other  companies who have a
business purpose similar to ours. As a result,  potential  conflicts of interest
may arise in the future.  If a conflict does arise and an officer or director is
presented with business  opportunities  under circumstances where there may be a
doubt as to whether the opportunity should belong to us or another "blank check"
company they are affiliated  with, they will disclose the opportunity to all the
companies.  If a situation  arises where more than one company  desires to merge
with or acquire that target  company and the  principals of the proposed  target
company have no  preference  as to which  company will merge with or acquire the
target company,  the company that first filed a registration  statement with the
Securities and Exchange Commission will be entitled to proceed with the proposed
transaction.

General Business Plan
---------------------

Our purpose is to seek, investigate and, if investigation  warrants,  acquire an
interest  in  business  opportunities  presented  to it by persons or firms that
desire  to  seek  the  perceived   advantages  of  an  Exchange  Act  registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we may  participate  in a  business  venture  of
virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general and is not meant to restrict our  discretion to search for
and enter into potential business opportunities.  Management anticipates that it
may be able to participate  in only one potential  business  venture  because we
have   nominal   assets  and   limited   financial   resources.   This  lack  of
diversification  should be  considered a  substantial  risk to our  shareholders
because  it will not  permit  us to offset  potential  losses  from one  venture
against gains from another.

We may seek a business  opportunity  with entities that have recently  commenced
operations,  or that wish to utilize  the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

<PAGE>
                                        7

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key employees,  providing liquidity for shareholders with unrestricted stock and
other factors.  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 these  business
opportunities extremely difficult and complex.

The  owners of the  business  opportunities  will  incur  significant  legal and
accounting  costs in  connection  with  acquisition  of a business  opportunity,
including the costs of preparing Form 8-K's, 10-KSBs or 10-QSBs,  agreements and
related reports and documents. The `34 Act specifically requires that any merger
or  acquisition  candidate  comply with all applicable  reporting  requirements,
which include providing  audited financial  statements to be included within the
numerous  filings  relevant to  complying  with the `34 Act.  Nevertheless,  our
officers and directors have not conducted  market  research and are not aware of
statistical  data that  would  support  the  perceived  benefits  of a merger or
acquisition transaction for the owners of a business opportunity.

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analysing prospective
business opportunities, management will consider:

     -    the available technical, financial and managerial resources;

     -    working capital and other financial requirements;

     -    history of operations, if any;

     -    prospects for the future;

     -    nature of present and expected competition;

     -    the  quality  and  experience  of  management  services  that  may  be
          available and the depth of that management;

     -    the potential for further research, development, or exploration;

     -    specific risk factors not now  foreseeable but could be anticipated to
          impact our proposed activities;

     -    the potential for growth or expansion;

     -    the potential for profit;

     -    the perceived public recognition of acceptance of products,  services,
          or trades;

<PAGE>
                                        8

     -    name identification; and

     -    other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of the  business  opportunity  as  part  of  their  " due  diligence"
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigations  to evaluate the above factors.  We will not acquire or
merge with any company that cannot provide audited financial statements within a
reasonable period of time after closing of the proposed transaction.

Our management, while probably not especially experienced in matters relating to
our prospective  new business,  shall rely upon their own efforts and, to a much
lesser extent,  the efforts of our  shareholders,  in accomplishing our business
purposes. We do not anticipate that any outside consultants or advisors,  except
for our legal counsel and accountants,  will be utilized by us to accomplish our
business  purposes.  However,  if we do retain an outside consultant or advisor,
any cash fee will be paid by the prospective  merger/acquisition  candidate.  We
have no  contracts  or  agreements  with any  outside  consultants  and none are
contemplated.

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating. We cannot predict at this time the status of any business in which we
may become engaged,  because the business may need to seek  additional  capital,
may  desire to have its shares  publicly  traded,  or may seek  other  perceived
advantages that we may offer.  Furthermore,  we do not intend to seek additional
capital to finance the operation of any acquired  business  opportunity until we
have successfully consummated a merger or acquisition.

A business  combination  involving the issuance of our common stock will, in all
likelihood,  result in shareholders of a private company obtaining a controlling
interest in us. If that occurs,  management  may be required to sell or transfer
all or a portion of the common  stock held by them,  or resign as members of our
Board of Directors.  The resulting  change in control could result in removal of
one or more present  officers and directors and a corresponding  reduction in or
elimination of their participation in our future affairs.

Acquisition of Opportunities
----------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  It may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and  conditions.  Any such sale would require an amendment to this
registration statement.

While the actual terms of a transaction  that  management  may not be a party to
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections  368(a)(1)  or 351 of the  Internal  Revenue  Code.  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired  business  to own 80% or  more of the  voting  stock  of the  surviving
entity.  In that event, our shareholders  would retain 20% or less of the issued
and  outstanding  shares  of  the  surviving  entity,   which  would  result  in
significant dilution in the equity of the shareholders.

<PAGE>
                                        9

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  analysis of  verification of certain
information provided, check references of management and key personnel, and take
other reasonable  investigative  measures to the extent of our limited financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.

With  respect to any merger or  acquisition,  negotiations  with target  company
management are expected to focus on the percentage of our shares that the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and  liabilities,  our  shareholders  will probably hold a  substantially
lesser percentage  ownership interest  following any merger or acquisition.  The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a company with substantial assets. Any merger or acquisition effected by
us can be expected to have a significant  dilutive  effect on the  percentage of
shares held by our then  shareholders,  in addition to the dilution  that may be
experienced as a result of this offering.

We will  participate in a business  opportunity  only after the  negotiation and
execution of  appropriate  written  agreements.  Although we cannot  predict the
terms of the  agreements,  generally the  agreements  will require some specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties prior to and after the closing, will outline
the manner of bearing costs,  including costs  associated with our attorneys and
accountants,  will set forth remedies on default and will include  miscellaneous
other terms.

As stated  previously,  we will not acquire or merge with any entity that cannot
provide independent audited financial statements  concurrent with the closing of
the proposed  transaction.  We are subject to the reporting  requirements of the
`34  Act.  Included  in  these  requirements  is our  affirmative  duty  to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as our audited financial statements included in our annual
report on Form  10-KSB and  quarterly  reports on Form  10-QSB.  If the  audited
financial  statements are not available at closing,  or if the audited financial
statements provided do not conform to the representations  made by the candidate
to be acquired in the closing documents, the closing documents will provide that
the  proposed  transaction  will be  voidable at the  discretion  of our present
management.  If the  transaction  is voided,  the agreement  will also contain a
provision  providing  for the  acquisition  entity to reimburse us for all costs
associated with the proposed transaction.

Competition
-----------

We will remain an insignificant  participant  among the firms that engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources and technical expertise than we do. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

"CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-KSB are  forward-looking  statements based
on current  expectations  and involve risks and  uncertainties.  Forward-looking
statements  include,  but are not limited  to,  statements  under the  following
heading:  "Managements Discussion And Analysis Or Plan Of Operations" the timing
and  expected  profitable  results of  publishing  and sales and the need for no
additional financing.

<PAGE>
                                       10

Item 7.  Financial Statements
-----------------------------

The audited  financial  statements for Blue Moon Investments for the year ending
September  30,  2002 are  included  as part of this  Form  10KSB  following  the
signature page of this Form 10KSB.

Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure
--------------------------------------------------------------------------------

There were no changes or  disagreements  with Accountants or Auditors during the
fiscal year ending September 30, 2002.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------

Set forth below are the present directors and executive officers of the Company.
Note that there are no other persons who have been nominated or chosen to become
directors  nor are  there  any  other  persons  who have  been  chosen to become
executive officers.  There are no arrangements or understandings  between any of
the  directors,  officers  and other  persons  pursuant to which such person was
selected as a director or an officer.  Directors  are elected to serve until the
next annual meeting of stockholders and until their successors have been elected
and have qualified. Officers serve at the discretion of the Board of Directors.

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

David Ward               41             President, Chief Executive Officer and
                                        Chief Financial Officer and Director
Ron Schlitt              42             Secretary, Treasurer and Director


The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation,  retirement,  removal, or
disqualification,   or  until  their  successors  have  been  duly  elected  and
qualified.  Vacancies in the existing  Board of Directors are filled by majority
vote of the remaining Directors.  Our officers serve at the will of the Board of
Directors.  There are no other family relationships between any of our executive
officers and directors.

Resumes
-------

David Ward,  President,  Chief Executive  Officer,  Chief Financial  Officer and
Director,  was appointed to his positions on May 3, 2002.  From 1992 to present,
Mr. Ward has been the President and owner of Keats William  Management  where he
works with small and medium  sized  businesses  in the  marketing,  finance  and
planning  aspects  of  various  companies.  In  1987,  Mr.  Schlitt  received  a
Professional Teaching Certification at the University of British Columbia and in
1984  received a Bachelor  of  Commerce  diploma  at the  University  of British
Columbia.

<PAGE>
                                       11

Ron Schlitt,  Secretary,  Treasurer and Director, was appointed to his positions
on May 3, 2002.  Mr.  Schlitt is currently  Secretary and a managing  partner of
Epicenter Resources, Inc., a private corporation specializing in human resources
development  and training since 1992.  From 1985 to 1992 he was lead trainer and
facilitator for a private training firm that contracted  directly to the Federal
and  Provincial   Government.   Mr.  Schlitt  received  a  diploma  of  Business
Administration  with a  Human  Resources  speciality  from  the  College  of New
Caledonia.  He has completed several certificate programs from Creative Training
Techniques in various  locations in the United States. He devotes only such time
as  necessary  to the  business  of the  company  which time is  expected  to be
nominal.

Item 10.  Executive Compensation
--------------------------------

None of our officers and/or  directors have received any  compensation for their
respective  services  rendered  unto us.  They all have  agreed  to act  without
compensation  until authorized by the Board of Directors,  which is not expected
to occur until we have generated  revenues from operations after consummation of
a merger or acquisition.  As of the date of this registration statement, we have
no funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with us.

It is possible that,  after we  successfully  consummate a merger or acquisition
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our  management  for the purposes of providing  services to
the surviving entity. However, we have adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision to undertake any proposed transaction. Each member of management
has agreed to  disclose to the Board of  Directors  any  discussions  concerning
possible  employment by any entity that proposes to undertake a transaction with
us and  further,  to abstain  from voting on the  transaction.  Therefore,  as a
practical matter, if each member of the Board of Directors is offered employment
in any form from any prospective merger or acquisition  candidate,  the proposed
transaction  will not be approved by the Board of  Directors  as a result of the
inability of the Board to affirmatively approve the transaction. The transaction
would then be presented to our shareholders for approval.

It is possible that persons  associated  with management may refer a prospective
merger or acquisition  candidate to us. In the event we consummate a transaction
with any entity  referred by associates of  management,  it is possible that the
associate will be compensated  for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted  common
stock issued by us as part of the terms of the proposed transaction,  or will be
in the form of cash  consideration.  However,  if compensation is in the form of
cash,  payment will be tendered by the acquisition or merger candidate,  because
we have  insufficient  cash available.  The amount of any finder's fee cannot be
determined as of the date of this registration statement,  but is expected to be
comparable to consideration  normally paid in like transactions,  which range up
to ten percent of the  transaction  price.  No member of management will receive
any finders fee, either directly or indirectly,  as a result of their respective
efforts to implement our business plan.

No retirement,  pension,  profit sharing,  stock option or insurance programs or
other similar programs have been adopted for the benefit of our employees.

<PAGE>
                                       12

<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE

                                                                              Long Term Compensation
                                                                       --------------------------------------

                                         Annual Compensation                    Awards            Payouts
                                 ------------------------------------- -------------------------- -----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
David Ward,              2001/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President                2002
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Ron Schlitt,             2001/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2002
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>


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

The following table provides  information  regarding the beneficial ownership of
our common stock as of September 30, 2002 by:

     *    each person or entity known by us to be the  beneficial  owner of more
          than 5% of the outstanding shares of common stock,

     *    each of our directors and named executive officers, and

     *    all of our directors and executive officers as a group.

                 Name and Address            Amount and Nature        Percent
Title of Class   of Beneficial Owner         of Beneficial Owner      of Class
--------------   -------------------         -------------------      --------

Common Stock     David Ward                  152,000 common shares    30.4%
                 19690 - 50th Avenue         Direct Ownership
                 Langley, B.C.
                 V3A 4J2

Common Stock     Ron Schlitt                 152,000 common shares    30.4%
                 1890 Ranchmont Cres.        Direct Ownership
                 Kelowna, B.C.
                 V1V 1T3

Common Stock     All Officers and Directors  304,000 common shares    60.8%
                 as a Group

The balance of our  outstanding  common stock is held by eight persons,  none of
whom hold 5% or more of our outstanding common stock.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Item 13.  Exhibits, List and Reports on Form 8-K.
-------------------------------------------------

(A)  Exhibits

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

 3.1      Articles of Incorporation  and amendments  thereto,  as filed with the
          Issuer's  Form 10-SB  (file no.  000-29021)  filed on January 19, 2000
          incorporated herein by reference.

 3.3      Bylaws as filed with the Issuer's  Form 10-SB (file no.  000-29021) on
          January 19, 2000 incorporated herein by reference.

 4.1      Form of Lock Up  Agreement  Executed by the Issuer's  Shareholders  as
          filed with the  Issuer's  Form  10-SB  (file no.  000-29021)  filed on
          January 19, 2000, incorporated herein by reference.

13.1      Form 10QSB for the Period ended  December 31, 2001,  filed on February
          12, 2002, incorporated herein by reference.

13.2      Form 10QSB for the Period ended March 31, 2002, filed on May 15, 2002,
          incorporated herein by reference.

13.3      Form 10QSB for the Period  ended  June 30,  2002,  filed on August 14,
          2002, incorporated herein by reference.

99.1      Certification  of Disclosure by the Company's Chief Executive  Officer
          and Chief Financial Officer

(B)  Reports on Form 8-K

None

                                   SIGNATURES

In  accordance  with  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.

                                         BLUE MOON INVESTMENTS


Dated:  December 18, 2002       Per:     /s/David Ward
                                         --------------------------------------
                                         David Ward,
                                         President, C.E.O., C.F.O. and Director

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




                                         /s/David Ward
                                         ---------------------------------------
                                         David Ward,
                                         President, C.E.O., C.F.O. and Director



                                         December 18, 2002
                                         ---------------------------------------
                                         Date



<PAGE>

PART II

ITEM 7 FINANCIAL STATEMENTS


                              BLUE MOON INVESTMENTS

                          Index to Financial Statements

                                                                            Page
                                                                            ----


Independent Auditors' Report .............................................   F-2

Balance Sheet at September 30, 2002 ......................................   F-3

Statements of Operations for the years ended September 30, 2002 and 2001 .   F-4

Statements of Changes in Shareholders' Equity for the period from
     October 1, 2000 through September 30, 2002 ..........................   F-5

Statements of Cash Flows for the years ended September 30, 2002 and 2001 .   F-6

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


<PAGE>

                          Independent Auditors' Report

To the Board of Directors and Shareholders


We have audited the balance sheet of Blue Moon  Investments  as of September 30,
2002 and the related statements of operations,  changes in shareholders'  equity
and cash flows for the years ended September 30, 2002 and 2001.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Blue Moon  Investments as of
September 30, 2002, and the related  statements of operations and cash flows for
the years  ended  September  30,  2002 and 2001 in  conformity  with  accounting
principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has a working  capital  deficiency  as of September 30,
2002 and a history of recurring  losses.  These factors raise  substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
regarding  those matters are also described in Note A. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
December 19, 2002

<PAGE>


                              BLUE MOON INVESTMENTS

                                  Balance Sheet
                               September 30, 2002


                                     Assets
Current assets:
    Cash .........................................................   $    447
    Deferred offering costs ......................................     24,986
    Prepaid expenses and other ...................................      5,000
                                                                     --------

                  Total current assets ...........................   $ 30,433
                                                                     ========


                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued liabilities .....................   $ 10,890
    Due to related party (Note 2) ................................      6,000
                                                                     --------
                  Total current liabilities ......................     16,890
                                                                     --------

Shareholders' equity:
    Common stock, $.0001 par value. 100,000,000 shares authorized,
       500,000 shares issued and outstanding .....................         50
    Additional paid-in capital ...................................     50,558
    Retained deficit .............................................    (37,065)
                                                                     --------

                  Total shareholders' equity .....................     13,543
                                                                     --------

                                                                     $ 30,433
                                                                     ========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>
                              BLUE MOON INVESTMENTS

                            Statements of Operations

                                                 Years Ended September 30,
                                                   ----------------------
                                                     2002         2001
                                                   ---------    ---------
Costs and expenses
    Selling, general and administrative expenses   $  12,246    $  15,954
                                                   ---------    ---------


                   Loss before income taxes ....     (12,246)     (15,954)
                                                   ---------    ---------

Income tax provision (Note 3) ..................        --           --
                                                   ---------    ---------

                   Net loss ....................   $ (12,246)   $ (15,954)
                                                   =========    =========

Basic and diluted loss per share ...............   $   (0.02)   $   (0.03)
                                                   =========    =========

Weighted average common shares outstanding .....     500,000      500,000
                                                   =========    =========


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                              BLUE MOON INVESTMENTS

                 Statements of Changes in Shareholders' Deficit
<CAPTION>


                                                                            Common Stock      Additional
                                                                         -------------------   Paid-In    Retained
                                                                          Shares    Par Value  Capital     Deficit     Total
                                                                         --------   --------   --------   --------    --------
<S>                                                                      <C>        <C>        <C>        <C>         <C>
                                              BALANCE, OCTOBER 1, 2000    500,000         50      7,229     (8,865)     (1,586)

Third party expenses paid by an affiliate on
   behalf of the Company (Note 2) ....................................       --         --       35,011       --        35,011
Net loss for year ended September 30, 2001 ...........................       --         --         --      (15,954)    (15,954)
                                                                         --------   --------   --------   --------    --------
                                           BALANCE, SEPTEMBER 30, 2001    500,000         50     42,240    (24,819)     17,471

Third party expenses paid by an affiliate on
   behalf of the Company (Note 2) ....................................       --         --        8,318       --         8,318
Net loss for the year ended September 30, 2002 .......................       --         --         --      (12,246)    (12,246)
                                                                         --------   --------   --------   --------    --------
                                           BALANCE, SEPTEMBER 30, 2002    500,000   $     50   $ 50,558   $(37,065)   $ 13,543
                                                                         ========   ========   ========   ========    ========
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>

<TABLE>
                              BLUE MOON INVESTMENTS

                            Statements of Cash Flows
<CAPTION>

                                                            Years Ended September 30,
                                                              --------------------
                                                                2002        2001
                                                              --------    --------
<S>                                                           <C>         <C>
Cash flows from operating activities:
    Net loss ..............................................   $(12,246)   $(15,954)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
                Prepaid expenses and other current assets .     (5,000)       --
                Accounts payable and accrued liabilities ..      3,375       5,930
                                                              --------    --------
                     Net cash used in
                         operating activities .............    (13,871)    (10,024)
                                                              --------    --------

Cash flows from financing activities:
    Payments for deferred offering costs ..................       --       (24,987)
                                                              --------    --------
    Proceeds from loan issuance by related party (Note 2) .      6,000
    Third party expenses paid by affiliate on behalf of the
       Company (Note 2) ...................................      8,318      35,011
                                                              --------    --------
                     Net cash provided by
                         financing activities .............     14,318      10,024
                                                              --------    --------

                     Net change in cash and
                         cash equivalents .................        447        --

Cash and cash equivalents:
    Beginning of period ...................................       --          --
                                                              --------    --------

    End of period .........................................   $    447    $   --
                                                              ========    ========

Supplemental disclosure of cash flow information:
       Cash paid during the year for:
       Income taxes .......................................   $   --      $   --
                                                              ========    ========
       Interest ...........................................   $   --      $   --
                                                              ========    ========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>



                           BLUE MOON INVESTMENTS, INC.
                          Notes To Financial Statements


Note 1: Organization and summary of significant accounting policies

Organization
------------

Blue Moon Investments, Inc. (the "Company") was incorporated,  under the laws of
Nevada on  September  19,  1997 to engage in any lawful  corporate  undertaking,
including, but not limited to, selected mergers and acquisitions.  The Company's
business  plan  is to  evaluate,  structure  and  complete  a  merger  with,  or
acquisition of, a privately owned corporation.

Management  changed  the manner in which it  presents  the  Company's  operating
results and cash flows during the year ended  September 30, 2001.  Management no
longer  considers  the Company in the  development  stage as defined by the FASB
Statement of Standards No. 7,  "Accounting  and Reporting by  Development  Stage
Enterprises."  As  a  result,   cumulative   operating  results  and  cash  flow
information is no longer presented in the financial statements. This change does
not affect the Company's operating results or financial  position.  Accordingly,
no pro forma financial information is necessary. Historical information has been
revised in conformity with current practice.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  as of
September  30, 2002 and has suffered  recurring  losses.  These  factors,  among
others,  may  indicate  that the  Company  will be unable to continue as a going
concern for reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon continuing  capital  contributions  from an
affiliate to meet its  obligations  on a timely basis,  consummating  a business
combination with an operating company, and ultimately attaining profitability.

The  Company is also plans to raise  $200,000  through a common  stock  offering
included on a  Registration  Statement  filed with the  Securities  and Exchange
Commission  ("SEC") on Form SB-2 (see Note 4).  There is no  assurance  that the
affiliate will continue to provide capital to the Company,  that the Company can
identify a target  company and  consummate a business  combination,  or that the
Company will be successful in raising capital through its common stock offering.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

Summary of significant accounting policies
------------------------------------------

Cash and equivalents

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid debt  instruments  purchased  with an original  maturity of three
months  or  less  to be  cash  equivalents.  The  Company  had no  cash  or cash
equivalents at September 30, 2002.

                                       F-7
<PAGE>


                           BLUE MOON INVESTMENTS, INC.
                          Notes To Financial Statements


Fair value of financial instruments

The  Company's  financial  instruments  consist of accounts  payable and accrued
liabilities.  The carrying amounts of the current  liabilities  approximate fair
value due to the short-term maturity of the instruments.

Use of estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements;  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.

Loss per common share

Basic  loss per  share is  computed  by  dividing  income  available  to  common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the  denominator) for the period.  The computation of diluted loss per share is
similar to basic loss per share,  except that the  denominator  is  increased to
include the number of additional  common shares that would have been outstanding
if potentially dilutive common shares had been issued.

At September 30, 2002,  there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

Stock-based compensation

SFAS No.  123,  "Accounting  for  Stock-Based  Compensation"  permits the use of
either a "fair value based method" or the  "intrinsic  value method"  defined in
Accounting  Principles  Board  Opinion  25,  "Accounting  for  Stock  Issued  to
Employees" (APB 25) to account for stock-based compensation arrangements.

Companies  that  elect to use the  method  provided  in APB 25 are  required  to
disclose pro forma net income and pro forma earnings per share  information that
would have resulted from the use of the fair value based method. The Company has
elected  to  continue  to  determine  the  value  of  stock-based   compensation
arrangements  with  employees  under  the  provisions  of APB 25.  No pro  forma
disclosures  have been included with the  accompanying  financial  statements as
there was no pro forma effect to the Company's net loss or net loss per share.

                                       F-8
<PAGE>


                           BLUE MOON INVESTMENTS, INC.
                          Notes To Financial Statements


Note 2: Related party transactions

At this time, the Company has no need for an office.

The Company  does not maintain a checking  account and expenses  incurred by the
Company  have  historically  been paid by an  affiliate.  During the years ended
September 30, 2002 and 2001, the Company  incurred  $28,200 in expenses of which
$17,310 was paid by the affiliate.  The remaining balance of $10,890 is included
in accounts  payable  and  accrued  liabilities  in the  accompanying  financial
statements.

The affiliate also advanced $6,000 to the Company for working capital during the
year ended  September 30, 2002. The advance is noninterest  bearing and is to be
paid from the proceeds of the proposed common stock offering.

The affiliate also paid $19,081 of the total $24,987 in deferred  offering costs
on behalf of the Company during the years ended September 30, 2002 and 2001. The
remaining  balance  of  $5,906 is  included  in  accounts  payable  and  accrued
liabilities in the accompanying financial statements.

Since  the  Company's  inception,  the  affiliate  has paid  offering  costs and
expenses on behalf of the  Company  totaling  $50,558.  The  affiliate  does not
expect  to be  repaid  for  the  expenses  it  pays on  behalf  of the  Company.
Accordingly, payments made by the affiliate are classified as additional paid-in
capital.

Note 3: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:

                                                          For the Years Ended
                                                             September 30,
                                                          ---------------------
                                                             2002       2001
                                                          ---------   ---------
U.S. statutory federal rate ............................     15.00%      15.00%
State income tax rate, net of federal benefit ..........      3.94%       3.94%
Net operating loss (NOL) for which no tax
    benefit is currently available .....................    -18.94%     -18.94%
                                                          ---------   ---------
                                                              0.00%       0.00%
                                                          =========   =========

At September 30, 2002,  deferred  taxes  consisted of a net tax asset of $6,295,
due to operating loss carryforwards of $37,065,  which was fully allowed for, in
the  valuation  allowance of $6,295.  The  valuation  allowance  offsets the net
deferred tax asset for which there is no  assurance of recovery.  The changes in
the  valuation  allowance  for the years ended  September 30, 2002 and 2001 were
$2,319 and $3,021,  respectively.  Net operating loss  carryforwards will expire
through 2022.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

                                       F-9
<PAGE>


                           BLUE MOON INVESTMENTS, INC.
                          Notes To Financial Statements


Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

Note 4: Form SB-2 Filing

The Company filed a Registration  Statement on Form SB-2 with the Securities and
Exchange  Commission ("SEC") in January of 2001 to offer for sale 200,000 common
shares at $1.00  per  share.  To date,  the SEC has not  declared  the Form SB-2
effective.

                                      F-10