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, 2007
 
 [   ]
              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
 (Name
        of
        small business issuer in its charter)
 
 Nevada
 (State
        or
        other jurisdiction of incorporation or organization)
 
 98-0210152
 (I.R.S.
        Employer Identification Number)
 
 Suite
        700, 1620 Dickson Avenue
 Kelowna,
        British Columbia, V1Y 9Y2
 (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.  Yes [ X
        ]    No  [   ]
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of 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
        ]
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  (check
        one):  Yes [ X ]    No
        [  ]
  The
        Issuer's revenues for its fiscal year ended September 30, 2007 were
        $0.
  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
  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, 2007, the number of shares outstanding of the registrant's
        Common
        Stock was 500,000.
  Transitional
        Small Business Disclosure Format (Check one):  Yes [ ];   No
        [ X ]
  
  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.
  -
            2 -
  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 700, 1620 Dickson 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:
  -
            3 -
  -
              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.  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.
  -
            4 -
  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.
  -
            5 -
  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;-
              name
                  identification; and-
              other
                  relevant factors.
  -
            6 -
  
 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.
 
  -
            7 -
  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.
 
  -
            8 -
  Item
        7.  Financial
        Statements
 
 Our
        audited financial statements are stated in United States dollars (US$) and
        are
        prepared in accordance with United States Generally Accepted Accounting
        Principles.
 
 The
        following audited financial statements are filed as part of this annual
        report:
 
 -
              Report
                  of Independent Registered Public Accounting Firm-
              Balance
                  Sheet as at September 30, 2007-
              Statements
                  of Operations for the years ended September 30, 2007 and 2006-
              Statements
                  of Changes in Shareholders’ Deficit for the period from October 1, 2002
                  through September 30, 2007-
              Statements
                  of Cash Flows for the years ended September 30, 2007 and 2006-
              Notes
                  to the Financial Statements
 
  -
            9 -
  
 BLUE
        MOON INVESTMENTS, INC.
 (A
        development Stage Enterprise)
 
 Financial
        Statements
 (Expressed
        in U.S. Dollars)
 
 (Audited)
 September
        30, 2007
 
 
 
 
 
 
 Index
 
 
 Report
        of
        Independent Registered Public Accounting Firm
 
 Balance
        Sheets
 
 Statements
        of Operations
 
 Statements
        of Stockholders’ Deficit
 
 Statements
        of Cash Flows
 
 Notes
        to
        Financial Statements
 
  -
            10 -
  
 -
              11 -
  
 BLUE
                    MOON INVESTMENTS, INC.(A
                    Development Stage Enterprise)BALANCE
                    SHEETSSeptember
                    30,2007
                
                
                2006ASSETSCURRENT
                    ASSETSCash
                
                $
                2,719
                
                
                $
                3,598TOTAL
                    ASSETS
                
                $
                2,719
                
                
                $
                3,598LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilities
                
                $
                1,959
                
                
                $
                11,250Indebtedness
                    to related parties
                
                
                33,500
                
                
                
                75,500TOTAL
                    CURRENT LIABILITIES
                
                
                35,459
                
                
                
                86,750COMMITMENTS
                    AND CONTINGENCIES
                
                
                10,198
                
                
                
                -STOCKHOLDERS'
                    DEFICITCommon stock, 100,000,000 shares authorized; $0.0001
                  par
                    value; 500,000 shares issued  and outstanding
                
                
                50
                
                
                
                50Additional
                    paid-in capital
                
                
                107,038
                
                
                
                48,558Accumulated
                    deficit during development stage
                
                
                (150,026
                )
                
                
                (131,760
                )TOTAL
                    STOCKHOLDERS'  DEFICIT
                
                
                (42,938
                )
                
                
                (83,152
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                2,719
                
                
                $
                3,598
 
 The
          accompanying notes are an integral part of these financial
          statements.
 -
                12 -
 BLUE
                    MOON INVESTMENTS, INC.(A
                    Development Stage Enterprise)STATEMENTS
                    OF OPERATIONSFrom
                    Inception(September
                    19,1997)Year
                    Ended
                
                
                throughSeptember
                    30,
                
                
                September
                    30,2007
                
                
                2006
                
                
                2007REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -EXPENSESSelling,
                    general and administrative expenses
                
                
                18,266
                
                
                
                15,626
                
                
                
                118,612Offering
                    costs
                
                
                -
                
                
                
                -
                
                
                
                31,406Interest
                    expense
                
                
                -
                
                
                
                -
                
                
                
                8TOTAL
                    EXPENSES
                
                
                18,266
                
                
                
                15,626
                
                
                
                150,026LOSS
                    FROM OPERATIONS
                
                
                (18,266
                )
                
                
                (15,626
                )
                
                
                (150,026
                )LOSS
                    BEFORE TAXES
                
                
                (18,266
                )
                
                
                (15,626
                )
                
                
                (150,026
                )INCOME
                    TAXES
                
                
                -
                
                
                
                -
                
                
                
                -NET
                    LOSS
                
                $
                (18,266
                )
                
                $
                (15,626
                )
                
                $
                (150,026
                )NET
                    LOSS PER COMMON SHARE,BASIC
                    AND DILUTED
                
                $
                (0.04
                )
                
                $
                (0.03
                )WEIGHTED
                    AVERAGE NUMBEROF
                    COMMON SHARES OUTSTANDING,BASIC
                    AND DILUTED
                
                
                500,000
                
                
                
                500,000
  The
          accompanying notes are an integral part of these financial
          statements.
 -
                13 -
 
 
 BLUE
                    MOON INVESTMENTS, INC.(A
                    Development Stage Enterprise)STATEMENT
                    OF STOCKHOLDERS' DEFICITDeficitAccumulatedCommon
                    Stock
                
                
                Additional
                
                
                During
                
                
                TotalNumber
                
                
                
                
                
                Paid-In
                
                
                Development
                
                
                Stockholders'of
                    Shares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                DeficitBalance,
                    September 19, 1997 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Common
                    stock issued in exchange for services
                
                
                500,000
                
                
                
                50
                
                
                
                -
                
                
                
                -
                
                
                
                50Net
                    loss for the year ended September 30, 1997
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (50
                )
                
                
                (50
                )Balance,
                    September 30, 1997
                
                
                500,000
                
                
                
                50
                
                
                
                -
                
                
                
                (50
                )
                
                
                -Net
                    loss for the year ended September 30, 1998
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance,
                    September 30, 1998
                
                
                500,000
                
                
                
                50
                
                
                
                -
                
                
                
                (50
                )
                
                
                -Expenses
                    paid by third partyon
                    behalf of the Company
                
                
                -
                
                
                
                -
                
                
                
                332
                
                
                
                -
                
                
                
                332Net
                    loss for the year ended September 30, 1999
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,922
                )
                
                
                (1,922
                )Balance,
                    September 30, 1999
                
                
                500,000
                
                
                
                50
                
                
                
                332
                
                
                
                (1,972
                )
                
                
                (1,590
                )Expenses
                    paid by third partyon
                    behalf of the Company
                
                
                -
                
                
                
                -
                
                
                
                6,897
                
                
                
                -
                
                
                
                6,897Net
                    loss for the year ended September 30, 2000
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,893
                )
                
                
                (6,893
                )Balance,
                    September 30, 2000
                
                
                500,000
                
                
                
                50
                
                
                
                7,229
                
                
                
                (8,865
                )
                
                
                (1,586
                )Third
                    party expenses paid by an affiliate onbehalf
                    of the company
                
                
                -
                
                
                
                -
                
                
                
                35,011
                
                
                
                -
                
                
                
                35,011Net
                    loss for the year ended September 30, 2001
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,954
                )
                
                
                (15,954
                )Balance,
                    September 30, 2001
                
                
                500,000
                
                
                
                50
                
                
                
                42,240
                
                
                
                (24,819
                )
                
                
                17,471Third
                    party expenses paid by an affiliate onbehalf
                    of the company
                
                
                -
                
                
                
                -
                
                
                
                8,318
                
                
                
                -
                
                
                
                8,318Net
                    loss for the year ended September 30, 2002
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (12,246
                )
                
                
                (12,246
                )Balance,
                    September 30, 2002
                
                
                500,000
                
                
                
                50
                
                
                
                50,558
                
                
                
                (37,065
                )
                
                
                13,543Reclassification
                    of advances received froman
                    affiliate to "indebtedness to related party"
                
                
                -
                
                
                
                -
                
                
                
                (2,000
                )
                
                
                -
                
                
                
                (2,000
                )Net
                    loss for the year ended September 30, 2003
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (24,096
                )
                
                
                (24,096
                )Balance,
                    September 30, 2003
                
                
                500,000
                
                
                
                50
                
                
                
                48,558
                
                
                
                (61,161
                )
                
                
                (12,553
                )Net
                    loss for the year ended September 30, 2004
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (39,481
                )
                
                
                (39,481
                )Balance,
                    September 30, 2004
                
                
                500,000
                
                
                
                50
                
                
                
                48,558
                
                
                
                (100,642
                )
                
                
                (52,034
                )Net
                    loss for the year ended September 30, 2005
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,492
                )
                
                
                (15,492
                )Balance,
                    September 30, 2005
                
                
                500,000
                
                
                
                50
                
                
                
                48,558
                
                
                
                (116,134
                )
                
                
                (67,526
                )Net
                    loss for the year ended September 30, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,626.00
                )
                
                
                (15,626
                )Balance,
                    September 30, 2006
                
                
                500,000
                
                
                $
                50
                
                
                $
                48,558
                
                
                $
                (131,760
                )
                
                $
                (83,152
                )Cash
                    contributed by related party
                
                
                
                
                
                
                
                
                
                
                22,000Reclassification
                    of dedt to related party
                
                
                
                
                
                
                
                
                
                
                36,480Net
                    loss for the year ended September 30, 2007
                
                
                -
                
                
                
                -
                
                
                
                
                
                
                
                (18,266.00
                )
                
                
                (18,266
                )Balance,
                    September 30, 2007
                
                
                500,000
                
                
                $
                50
                
                
                $
                107,038
                
                
                $
                (150,026
                )
                
                $
                (42,938
                )
  The
          accompanying notes are an integral part of these financial
          statements.
  -
              14 -
  
 
 BLUE
                    MOON INVESTMENTS, INC.(A
                    Development Stage Enterprise)STATEMENTS
                    OF CASH FLOWSFrom
                    Inception(September
                    19,1997
                )Year
                    Ended
                
                
                throughSeptember
                    30,
                
                
                September
                    30,2007
                
                
                2006
                
                
                2007CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (18,266
                )
                
                $
                (15,626
                )
                
                $
                (150,026
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Loss
                    incurred on offering costs
                
                
                -
                
                
                
                -
                
                
                
                31,406Increase
                    (decrease) in accounts payable and accrued liabilities
                
                
                907
                
                
                
                (2,454
                )
                
                
                12,157Net
                    cash used by operating activities
                
                
                (17,359
                )
                
                
                (18,080
                )
                
                
                (106,463
                )CASH
                    FLOWS PROVIDED BY INVESTING ACTIVITIES:
                
                
                -
                
                
                
                -
                
                
                
                -CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES:Common
                    stock issued for services
                
                
                -
                
                
                
                -
                
                
                
                50Payments
                    for deferred offering costs
                
                
                -
                
                
                
                -
                
                
                
                (31,406
                )Proceeds
                    from related party advances
                
                
                (42,000
                )
                
                
                18,500
                
                
                
                91,500Capital
                    contributed by an affiliate
                
                
                58,480
                
                
                
                -
                
                
                
                49,038Net
                    cash provided by financing activities
                
                
                16,480
                
                
                
                18,500
                
                
                
                109,182NET
                    INCREASE IN CASH
                
                
                (879
                )
                
                
                420
                
                
                
                2,719CASH,
                    BEGINNING OF PERIOD
                
                
                3,598
                
                
                
                3,178
                
                
                
                -CASH,
                    END OF PERIOD
                
                $
                2,719
                
                
                $
                3,598
                
                
                $
                2,719SUPPLEMENTAL
                    CASH FLOW INFORMATION:Interest
                    paid
                
                $
                -
                
                
                $
                -
                
                
                $
                8Income
                    taxes paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -NON-CASH
                    TRANSACTIONS:Common
                    stock issued for services
                
                $
                -
                
                
                $
                -
                
                
                $
                50
  The
          accompanying notes are an integral part of these financial
          statements.
  -
              15 -
  
 BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 NOTE
          1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 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.
 
 The
          Company has been in a development stage since its inception on September
          19,
          1997 and has not realized any revenues from its planned
          operations.  The Company’s year end is September30.
 
 
 NOTE
          2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 This
          summary of significant accounting policies is presented to assist in
          understanding the Company’s financial statements. The financial statements and
          notes are representations of the Company’s management, which is responsible for
          their integrity and objectivity. These accounting policies conform to accounting
          principles generally accepted in the United States of America, and have
          been
          consistently applied in the preparation of the financial
          statements.
 
 Accounting
          Method
 The
          Company’s financial statements are prepared using the accrual basis of
          accounting in accordance with accounting principles generally accepted
          in the
          United States of America.
 
 Basic
          and Diluted Net Loss
          per Share
 Loss
          per
          share was computed by dividing the net loss by the weighted average number
          of
          shares outstanding during the period. The weighted average number of shares
          was
          calculated by taking the number of shares outstanding and weighting them
          by the
          amount of time that they were outstanding. At September 30, 2007 and 2006,
          basic
          and diluted loss per share is the same, as there are no common stock equivalents
          outstanding.
 
 Cash
          and Cash
          Equivalents
 The
          Company considers all highly liquid investments with an original maturity
          of
          three months or less to be cash equivalents.
 
 Concentration
          of
          Risk
 The
          Company maintains its cash in primarily one business checking account,
          the funds
          of which are insured by the Federal Deposit Insurance Corporation.
 
  -
              16 -
  BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 Compensated
          Absences
 Currently,
          the Company has no employees; therefore, no liability has been recorded
          in the
          accompanying financial statements. The Company’s policy will be to recognize the
          costs of compensated absences when there are employees who earn such
          benefits.
 
 Derivative
          Instruments
 The
          Financial Accounting Standards Board issued Statement of Financial Accounting
          Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging
          Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments
          and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, SFAS
          No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging
          Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative
          Instruments and Hedging Activities”,  which is effective for the
          Company as of January 1, 2001.  These statements establish accounting
          and reporting standards for derivative instruments, including certain derivative
          instruments embedded in other contracts, and for hedging
          activities.  They require that an entity recognize all derivatives as
          either assets or liabilities in the balance sheet and measure those instruments
          at fair value.
 
 If
          certain conditions are met, a derivative may be specifically designated
          as a
          hedge, the objective of which is to match the timing of gain or loss recognition
          on the hedging derivative with the recognition of (i) the changes in the
          fair
          value of the hedged asset or liability that are attributable to the hedged
          risk
          or (ii) the earnings effect of the hedged forecasted transaction. For a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change.  The Company has not
          entered into derivatives contracts to hedge existing risks or for speculative
          purposes.
 
 For
          the
          years ended September 30, 2007 and 2006, the Company has not engaged in
          any
          transactions that would be considered derivative instrument or hedging
          activities.
 
 Development
          Stage
          Activities
 The
          Company has been in the development stage since its formation and has not
          realized any revenue from operations.  It will be primarily engaged in
          evaluating, structuring, and completing a merger with, or acquisition of,
          a
          privately owned corporation.
 
 Fair
          Value of Financial
          Instruments
 The
          Company's financial instruments as defined by Statement of Financial Accounting
          Standards
 No.
          107,
          "Disclosures about Fair Value of Financial Instruments," may include cash,
          receivables,
 advances,
          accounts payable and accrued expenses.  All such instruments are
          accounted for on a historical cost basis, which, due to the short maturity
          of
          these financial instruments, approximates fair value at September 30, 2007
          and
          2006.
  -
              17 -
  BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 Going
          Concern
 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 no revenues, minimal cash, and recurring
          losses since inception.  These factors, among others, may indicate
          that the Company will be unable to continue as a going concern for a 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.  Management’s
          plans are to engage in evaluating, structuring, and completing a merger
          with, or
          acquisition of, a privately owned corporation.  These plans, if
          successful, will mitigate the factors which raise substantial doubt about
          the
          Company’s ability 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.  There is no assurance that the affiliate
          will continue to provide capital to the Company or that the Company can
          identify
          a target company and consummate a business combination.  The financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 Provision
          for
          Taxes
 Income
          taxes are provided based upon the liability method of accounting pursuant
          to
          Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”(“SFAS No.
          109”).
  Under
          this approach, deferred income taxes are recorded to reflect the tax
          consequences in future years of differences between the tax basis of assets
          and
          liabilities and their financial reporting amounts at each year-end. A valuation
          allowance is recorded against the deferred tax asset if management does
          not
          believe the Company has met the “more likely than not” standard imposed by SFAS
          No. 109 to allow recognition of such an asset.
 
 Recent
          Accounting
          Pronouncements
 In
          September 2006, the Financial Accounting Standards Board updated its Statement
          of Financial Accounting Standards No. 157, “Fair Value Measurements,” (hereinafter "SFAS No.
          157") which defines fair value, establishes a framework for measuring
          fair value in generally accepted accounting principles (GAAP), and expands
          disclosures about fair value measurements. Where applicable, SFAS No. 157
          simplifies and codifies related guidance within GAAP and does not require
          any
          new fair value measurements. SFAS No. 157 is effective for financial statements
          issued for fiscal years beginning after November 15, 2007, and interim
          periods
          within those fiscal years. Earlier adoption is encouraged. The Company
          does not
          expect the adoption of SFAS No. 157 to have a significant immediate effect
          on
          its financial position or results of operation
 
  -
              18 -
  BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 In
          June
          2006, the Financial Accounting Standards Board issued FASB Interpretation
          No.
          48, “Accounting for Uncertainty in Income
          Taxes
– an interpretation of FASB Statement No. 109”(hereinafter "FIN 48"),
          which prescribes a recognition threshold and measurement attribute for
          the
          financial statement recognition and measurement of a tax position taken
          or
          expected to be taken in a tax return. FIN 48 also provides guidance on
          de-recognition, classification, interest and penalties, accounting in interim
          periods, disclosure and transition. FIN 48 is effective for fiscal years
          beginning after December 15, 2006. The Company does not expect the adoption
          of
          FIN 48 to have a material immediate impact on its financial
          reporting.  The Company is currently evaluating the impact, if any,
          that the adoption of FIN 48 will have on its disclosure
          requirements.
 
 In
          March
          2006, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 156, “Accounting for
          Servicing of Financial Assets—an amendment of FASB Statement No. 140.”This statement requires an entity to recognize a servicing asset
          or
          servicing liability each time it undertakes an obligation to service a
          financial
          asset by entering into a servicing contract in any of the following situations:
          a transfer of the servicer’s financial assets that meets the requirements for
          sale accounting; a transfer of the servicer’s financial assets to a qualifying
          special-purpose entity in a guaranteed mortgage securitization in which
          the
          transferor retains all of the resulting securities and classifies them
          as either
          available-for-sale securities or trading securities; or an acquisition
          or
          assumption of an obligation to service a financial asset that does not
          relate to
          financial assets of the servicer or its consolidated affiliates. The statement
          also requires all separately recognized servicing assets and servicing
          liabilities to be initially measured at fair value, if practicable, and
          permits
          an entity to choose either the amortization or fair value method for subsequent
          measurement of each class of servicing assets and liabilities. The statement
          further permits, at its initial adoption, a one-time reclassification of
          available for sale securities to trading securities by entities with recognized
          servicing rights, without calling into question the treatment of other
          available
          for sale securities under Statement 115, provided that the available for
          sale
          securities are identified in some manner as offsetting the entity’s exposure to
          changes in fair value of servicing assets or servicing liabilities that
          a
          servicer elects to subsequently measure at fair value and requires separate
          presentation of servicing assets and servicing liabilities subsequently
          measured
          at fair value in the statement of financial position and additional disclosures
          for all separately recognized servicing assets and servicing liabilities.
          This
          statement is effective for fiscal years beginning after September 15, 2006,
          with
          early adoption permitted as of the beginning of an entity’s fiscal year.
          Management believes the adoption of this statement will have no immediate
          impact
          on the Company’s financial condition or results of operations.
 
  -
              19 -
  BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 In
          February 2006, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
          Instruments,
          an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS No.
          155”). This statement established the accounting for certain derivatives
          embedded in other instruments. It simplifies accounting for certain hybrid
          financial instruments by permitting fair value remeasurement for any hybrid
          instrument that contains an embedded derivative that otherwise would require
          bifurcation under SFAS No. 133 as well as eliminating a restriction on
          the
          passive derivative instruments that a qualifying special-purpose entity
          (“SPE”)
          may hold under SFAS No. 140. This statement allows a public entity to
          irrevocably elect to initially and subsequently measure a hybrid instrument
          that
          would be required to be separated into a host contract and derivative in
          its
          entirety at fair value (with changes in fair value recognized in earnings)
          so
          long as that instrument is not designated as a hedging instrument pursuant
          to
          the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
          entity from holding a derivative financial instrument that pertains to
          a
          beneficial interest other than another derivative financial instrument.
          This
          statement is effective for fiscal years beginning after September 15, 2006,
          with
          early adoption permitted as of the beginning of an entity’s fiscal year.
          Management believes the adoption of this statement will have no immediate
          impact
          on the Company’s financial condition or results of operations.
 
 Use
          of
          Estimates
 The
          process of preparing financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          the use
          of estimates and assumptions regarding certain types of assets, liabilities,
          revenues, and expenses. Such estimates primarily relate to unsettled
          transactions and events as of the date of the financial
          statements.  Accordingly, upon settlement, actual results may differ
          from estimated amounts.
 
 NOTE
          3 – INCOME
          TAXES
 
 A
          reconciliation of U.S. statutory federal income tax rate to the effective
          rate
          is as follows:
 
 Years
                    Ended September 30,2007
                
                
                2006Net
                    operating loss carryforward
                
                $
                150,000
                
                
                $
                131,700Deferred
                    tax asset
                
                $
                51,000
                
                
                $
                44,800Deferred
                    tax asset valuation allowance
                
                
                (51,000
                )
                
                
                (44,800
                )Net
                    Deferred Tax Asset
                
                $
                -
                
                
                $
                -
 
 
  -
              20 -
  
 BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 At
          September 30, 2007, the Company had deferred tax assets before offsetting
          valuation allowance calculated at an expected rate of 34% of approximately
          $50,300.  At September 30, 2006, the Company had deferred tax assets
          before offsetting valuation allowance calculated at an expected rate of
          34% of
          approximately $44,800.
 
 As
          management of the Company cannot determine that it is more likely than
          not that
          the Company will realize the benefit of the its deferred tax assets, a
          valuation
          allowance equal to the deferred tax assets was recorded at the Company’s
          year-end financial reporting dates.
 
 At
          September 30, 2007 and 2006, the Company has net operating loss carryforwards
          of
          approximately $150,000 and $131,760, respectively, which will expire through
          the
          year 2027.  The change in valuation allowance from September 30, 2007
          to September 30, 2006 is apparoximately $6,200.  This change is
          primarily due to the change in the Company’s net operating loss
          carryforwards.
 
 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.
 
 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 – RELATED PARTY
          TRANSACTIONS
 
 The
          Company maintains a mailing address at the offices of RD Capital, Inc.
          (“RD
          Capital”), an affiliate under common control.  At this time, the
          Company has no need for an office.
 
 RD
          Capital has assumed responsibility for funding the Company’s limited
          operations.  The Company accounts for such proceeds as contributed
          capital or as indebtness to a related party.  No capital contributions
          were made during the years ended September 30, 2006 and 2005,
          respectfully.  Through June 30, 2007, RD Capital has contributed a
          total of $ 107,038 on behalf of the stockholders, which is included in
          the
          accompanying financial statements as “additional paid-in capital.”  RD
          Capital does not expect to be repaid for its capital contributions to the
          Company.
 
 During
          the three months ended December 31, 2002, the Company reclassified $2,000
          from
“additional paid-in capital” to “indebtedness to related party” to report
          working capital advances received from RD Capital.
  -
              21 -
  
 BLUE
          MOON INVESTMENTS, INC.
 (A
          Development Stage Enterprise)
 NOTES
          TO THE FINANCIAL STATEMENTS
 September
          30, 2007
 
 
 During
            the year ended September 30, 2007, RD Capital contributed an additional
            22,000.  $36,480 of the $48,000 of indebtness to RD Capital was
            reclassified as “paid in capital”, with the balance of $11,520 repaid in
            cash.
 
 LME
          Holdings Co., Ltd., a shareholder, advanced the Company $3,000, $8,000,
          and
          $8,500, respectively, for working capital during the years ended September
          30,
          2007, 2006, and 2005. Prior to 2005, LME Holdings Co. Ltd. advanced the
          Company
          $14,000. As of September 30, 2007 the Company owned $33,500 to LME Holdings
          Co.,
          Ltd. The advances reflected in the financial statements as “indebtedness to
          related parties,” are interest free, uncollateralized and due on demand.
          Management plans to settle the liability for cash or stock. The fair value
          of
          the related party debt approximates fair value due to the short-term maturity
          of
          the instruments.
 
 NOTE
          5 – COMMON STOCK
 
 During
          the year ended September 30, 1997, the Company issued 500,000 shares of
          common
          stock in exchange for services.  There have been no issuances of the
          Company’s common stock after September 30, 1997.
 
 NOTE
          6 – COMMITMENTS AND CONTIGENCIES
 
 During
          the year ended September 30, 2007 the Company reclassified $10,198.09 from
          Accounts Payable to Commitments and Contingencies.  The amount in
          question was from 2001 was for work disputed by the Company and was not
          paid.
          The Company believes the time to collect the debt has now exceeded the
          statute
          of limitations for debt in Nevada and plans to write off the amount in
          fiscal
          2008.
 -
                22 -
 Item
        8.  Changes
        in and Disagreements With Accountants on Accounting and Financial
        Disclosure
 
 There
        were no other changes or disagreements with Accountants or Auditors during
        the
        fiscal year ended September 30, 2007 except as noted below.
 
 We
        have
        engaged new auditors as our independent accountants to audit our financial
        statements.  The former auditors, Cordovano & Honeck, LLP resigned
        as our auditors on December 5, 2005 and on December 5, 2005, our board of
        directors approved the change of independent accountants and appointed Williams
        & Webster, P.S. as our independent accountants.
 
 During
        the years ended September 30,
        2003 and September 30, 2004, there were no disagreements with our former
        accountants, Cordovano & Honeck, LLP, on any matter of accounting principles
        or practices, financial statement disclosure, or auditing scope or
        procedure.
 
 During
        the years ended September 30,
        2003 and September 30, 2004, our former accountant’s report on our financial
        statements contained the qualification that our financial statements were
        prepared assuming that we will continue as a going concern.  Given
        that we have suffered losses from operations and the satisfaction of liabilities
        and commitments are dependent upon our ability to meet our future financing
        requirements and the success of its future operations, there is substantial
        doubt about our ability to continue as a going concern.  Our financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.  Other than the qualification regarding uncertainty
        of our ability to continue as a going concern, our former accountant’s report on
        our financial statements did not contain an adverse opinion, a disclaimer
        of
        opinion or qualification or modification as to uncertainty, audit scope or
        accounting principles.
 
 We
        have engaged the firm of Williams
& Webster, P.S. as of December 5, 2005.  During the years ended
        September 30, 2003 and September 30, 2004, Williams & Webster, P.S. was not
        consulted on any matter relating to accounting principles to a specific
        completed or proposed transaction or the type of audit opinion that might
        be
        rendered on our financial statements.  During the years ended
        September 30, 2003 and September 30, 2004,Williams & Webster, P.S. did not
        provide any written or oral advice that was an important factor considered
        by it
        in reaching any decision as to accounting, auditing or financial reporting
        issues.
 
 Item
        8A.  Controls
        and Procedures
 
 (a)           
        Evaluation of disclosure
        controls and procedures.
 
 As
        required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
        (the "Exchange Act"), the Company carried out an evaluation under the
        supervision and with the participation of the Company's management, including
        the President and Chief Executive Officer and the Chief Financial Officer,
        of
        the effectiveness of the Company's disclosure controls and procedures as
        of
        September 30, 2007.  In designing and evaluating the Company's
        disclosure controls and procedures, the Company and its management recognize
        that there are inherent limitations to the effectiveness of any system of
        disclosure controls and procedures, including the possibility of human error
        and
        the circumvention or overriding of the controls and
        procedures.  Accordingly, even effective disclosure controls and
        procedures can only provide reasonable assurance of achieving their desired
        control objectives.  Additionally, in evaluating and implementing
        possible controls and procedures, the Company's management was required to
        apply
        its reasonable judgment.  Furthermore, in the course of this
        evaluation, management considered certain internal control areas, in which
        we
        have made and are continuing to make changes to improve and enhance
        controls.  Based upon the required evaluation, the Chief Executive
        Officer and the Chief Financial Officer concluded that as of September 30,
        2007,
        the Company's disclosure controls and procedures were effective (at the
        "reasonable assurance" level mentioned above) to ensure that information
        required to be disclosed by the Company in the reports it files or submits
        under
        the Exchange Act is recorded, processed, summarized and reported within the
        time
        periods specified in the Securities and Exchange Commission's rules and
        forms.
  -
            23 -
  From
        time-to-time, the Company and its management have conducted and will continue
        to
        conduct further reviews and, from time to time put in place additional
        documentation, of the Company's disclosure controls and procedures, as well
        as
        its internal control over financial reporting.  The Company may from
        time to time make changes aimed at enhancing their effectiveness, as well
        as
        changes aimed at ensuring that the Company's systems evolve with, and meet
        the
        needs of, the Company's business.  These changes may include changes
        necessary or desirable to address recommendations of the Company's management,
        its counsel and/or its independent auditors, including any recommendations
        of
        its independent auditors arising out of their audits and reviews of the
        Company's financial statements.  These changes may include changes to
        the Company's own systems, as well as to the systems of businesses that the
        Company has acquired or that the Company may acquire in the future and will,
        if
        made, be intended to enhance the effectiveness of the Company's controls
        and
        procedures.  The Company is also continually striving to improve its
        management and operational efficiency and the Company expects that its efforts
        in that regard will from time to time directly or indirectly affect the
        Company's disclosure controls and procedures, as well as the Company's internal
        control over financial reporting.
 
 (b)           
        Changes in internal
        controls.
 
 There
        were no significant changes in the Company's internal controls or other factors
        that could significantly affect the Company's internal controls subsequent
        to
        the date of their evaluation.
 
 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
              PositionDavid
                  Ward
              48
              President,
                  Chief Executive Officer and Chief Financial Officer and
                  DirectorRon
                  Schlitt
              48
              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.
 
 Business
        Experience
 
 The
        following is a brief account of the education and business experience during
        at
        least the past five years of each director, executive officer and key employee,
        indicating the principal occupation during that period, and the name and
        principal business of the organization in which such occupation and employment
        were carried out.
 
  -
            24 -
  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.
 
 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.
 
 Family
        Relationships
 
 There
        are
        no family relationships among our directors and officers.
 
 Board
        and Committee Meetings
 
 The
        Board
        of Directors of the Company held no formal meetings during the year ended
        September 30, 2007.  All proceedings of the Board of Directors were
        conducted by resolutions consented to in writing by all the directors and
        filed
        with the minutes of the proceedings of the directors.  Such
        resolutions consented to in writing by the directors entitled to vote on
        that
        resolution at a meeting of the directors are, according to the Nevada General
        Corporate Law and the By-laws of the Company, as valid and effective as if
        they
        had been passed at a meeting of the directors duly called and held.
 
 For
        the
        year ended September 30, 2007 our only standing committee of the Board of
        Directors was our audit committee.
 
 Audit
        Committee
 
 Currently
        our audit committee consists of our entire Board of Directors.  We
        currently do not have nominating, compensation committees or committees
        performing similar functions.  There has not been any defined policy
        or procedure requirements for shareholders to submit recommendations or
        nomination for directors.
 
 During
        fiscal 2006/2007, there were informal meetings held by this
        Committee.  The business of the Audit Committee was conducted by
        resolutions consented to in writing by all the members and filed with the
        minutes of the proceedings of the Audit Committee.
 
 Audit
        Committee Financial Expert
 
 Our
        board
        of directors has determined that it does not have a member of its audit
        committee that qualifies as an "audit committee financial expert" as defined
        in
        Item 401(e) of Regulation S-B, and is "independent" as the term is used in
        Item
        7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
        amended.
 
  -
            25 -
  We
        believe that the members of our board of directors are collectively capable
        of
        analyzing and evaluating our financial statements and understanding internal
        controls and procedures for financial reporting.  In addition, we
        believe that retaining an independent director who would qualify as an "audit
        committee financial expert" would be overly costly and burdensome and is
        not
        warranted in our circumstances given the early stages of our development
        and the
        fact that we have not generated any material revenues to date.
 
 Involvement
        in Certain Legal Proceedings
 
 Our
        directors, executive officers and control persons have not been involved
        in any
        of the following events during the past five years:
 
 1.
              any
                  bankruptcy petition filed by or against any business of which such
                  person
                  was a general partner or executive officer either at the time of
                  the
                  bankruptcy or within two years prior to that time;
 
 2.
              any
                  conviction in a criminal proceeding or being subject to a pending
                  criminal
                  proceeding (excluding traffic violations and other minor offences);
 
 3.
              being
                  subject to any order, judgment, or decree, not subsequently reversed,
                  suspended or vacated, of any court of competent jurisdiction, permanently
                  or temporarily enjoining, barring, suspending or otherwise limiting
                  his
                  involvement in any type of business, securities or banking activities;
                  or
 
 4.
              being
                  found by a court of competent jurisdiction (in a civil action),
                  the
                  Commission or the Commodity Futures Trading Commission to have
                  violated a
                  federal or state securities or commodities law, and the judgment
                  has not
                  been reversed, suspended, or vacated.
 
 Section
        16(a) Beneficial Ownership Compliance
 
 Section
        16(a) of the Securities Exchange Act requires our executive officers and
        directors, and persons who own more than 10% of our common stock, to file
        reports regarding ownership of, and transactions in, our securities with
        the
        Securities and Exchange Commission and to provide us with copies of those
        filings.  Based solely on our review of the copies of such forms
        received by us, or written representations from certain reporting persons,
        we
        believe that during fiscal year ended September 30, 2007, all filing
        requirements applicable to its officers, directors and greater than 10% percent
        beneficial owners were complied with.
 
 Code
        of Ethics
 
 Effective
        December 1, 2005, our company's board of directors adopted a Code of Business
        Conduct and Ethics that applies to, among other persons, our company's President
        and Secretary (being our principal executive officer, principal financial
        officer and principal accounting officer), as well as persons performing
        similar
        functions.  As adopted, our Code of Business Conduct and Ethics sets
        forth written standards that are designed to deter wrongdoing and to
        promote:
 
 1.
              honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional relationships;
 
 2.
              full,
                  fair, accurate, timely, and understandable disclosure in reports
                  and
                  documents that we file with, or submit to, the Securities and Exchange
                  Commission and in other public communications made by us;
 
 3.
              compliance
                  with applicable governmental laws, rules and regulations;
 
 4.
              the
                  prompt internal reporting of violations of the Code of Business
                  Conduct
                  and Ethics to an appropriate person or persons identified in the
                  Code of
                  Business Conduct and Ethics; and
 
 5.
              accountability
                  for adherence to the Code of Business Conduct and Ethics.
 -
              26 -
 Our
        Code
        of Business Conduct and Ethics requires, among other things, that all of
        our
        company's Senior Officers commit to timely, accurate and consistent disclosure
        of information; that they maintain confidential information; and that they
        act
        with honesty and integrity.
 
 In
        addition, our Code of Business Conduct and Ethics emphasizes that all employees,
        and particularly Senior Officers, have a responsibility for maintaining
        financial integrity within our company, consistent with generally accepted
        accounting principles, and federal and state securities laws.  Any
        Senior Officer who becomes aware of any incidents involving financial or
        accounting manipulation or other irregularities, whether by witnessing the
        incident or being told of it, must report it to our company.  Any
        failure to report such inappropriate or irregular conduct of others is to
        be
        treated as a severe disciplinary matter. It is against our company policy
        to
        retaliate against any individual who reports in good faith the violation
        or
        potential violation of our company's Code of Business Conduct and Ethics
        by
        another.
 
 Our
        Code
        of Business Conduct and Ethics was filed with the Securities and Exchange
        Commission as Exhibit 14.1 to our annual report for the year ended September
        30,
        2005.  We will provide a copy of the Code of Business Conduct and
        Ethics to any person without charge, upon request.  Requests can be
        sent to:  Blue Moon Investments, Suite 700, 1620 Dickson Avenue,
        Kelowna, British Columbia, V1Y 9Y2.
 
 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 finder’s fee, either directly or indirectly, as a result of their
        respective efforts to implement our business plan.
  -
            27 -
  
 
 No
        retirement, pension, profit sharing, stock option or insurance programs or
        other
        similar programs have been adopted for the benefit of our
        employees.
 
 SUMMARY
                  COMPENSATION TABLELong
                  Term CompensationAnnual
                  Compensation
              Awards
              Payouts(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)Name
                  and Principle Position
              Year
              Salary
                ($)
              Bonus
                ($)
              Other
                Annual
                  Comp-
                ensation
                ($)
              Restricted
                Stock
                Award(s)
                ($)
              Securities
                Underlying
                Option/SARs
                (#)
              LTIP
                Payouts
                ($)
              All
                Other
                Comp-
                ensation
                ($)David
                  Ward,
                President
              2006/
                2007
              $0.00
              $0.00
              $0.00
              $0.00
              0
              $0.00
              $0.00Ron
                  Schlitt,
                Secretary,
                  Treasurer and Director
              2006/
                2007
              $0.00
              $0.00
              $0.00
              $0.00
              0
              $0.00
              $0.00
 
 Long-Term
        Incentive Plans
 
 There
        are
        no arrangements or plans in which we provide pension, retirement or similar
        benefits for directors or executive officers, except that our directors and
        executive officers may receive stock options at the discretion of our board
        of
        directors.  We do not have any material bonus or profit sharing plans
        pursuant to which cash or non-cash compensation is or may be paid to our
        directors or executive officers, except that stock options may be granted
        at the
        discretion of our board of directors.
 
 We
        have
        no plans or arrangements in respect of remuneration received or that may
        be
        received by our executive officers to compensate such officers in the event
        of
        termination of employment (as a result of resignation, retirement, change
        of
        control) or a change of responsibilities following a change of control, where
        the value of such compensation exceeds $60,000 per executive
        officer.
 
 Compensation
        Of Directors
 
 We
        reimburse our directors for expenses incurred in connection with attending
        board
        meetings.  We did not pay director's fees or other cash compensation
        for services rendered as a director in the year ended September 30,
        2007.
 
 We
        have
        no formal plan for compensating our directors for their service in their
        capacity as directors, although such directors are expected in the future
        to
        receive stock options to purchase common shares as awarded by our board of
        directors or (as to future stock options) a compensation committee which
        may be
        established.  Directors are entitled to reimbursement for reasonable
        travel and other out-of-pocket expenses incurred in connection with attendance
        at meetings of our board of directors.  Our board of directors may
        award special remuneration to any director undertaking any special services
        on
        our behalf other than services ordinarily required of a director.  No
        director received and/or accrued any compensation for their services as a
        director, including committee participation and/or special
        assignments.
 
  -
            28 -
  Employment
        Contracts
 
 There
        are
        no arrangements or plans in which we provide pension, retirement or similar
        benefits for directors or executive officers.  Our directors and
        executive officers may receive stock options at the discretion of our board
        of
        directors in the future.  We do not have any material bonus or profit
        sharing plans pursuant to which cash or non-cash compensation is or may be
        paid
        to our directors or executive officers, except that stock options may be
        granted
        at the discretion of our board of directors.
 
 We
        have
        no plans or arrangements in respect of remuneration received or that may
        be
        received by our executive officers to compensate such officers in the event
        of
        termination of employment (as a result of resignation, retirement, change
        of
        control) or a change of responsibilities following a change of control, where
        the value of such compensation exceeds $60,000 per executive
        officer.
 
 Item
        11.  Security
        Ownership of Certain Beneficial Owners and Management and Related
        Stockholder   Matters
 
 The
        following table provides information regarding the beneficial ownership of
        our
        common stock as of September 30, 2007 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.
 
 Title
                  of Class
              Name
                  and Address
                of
                  Beneficial Owner
              Amount
                  and Nature
                of
                  Beneficial Owner
              Percent
                of
                  ClassCommon
                  Stock
              David
                  Ward
                19690
                  - 50th
                  Avenue
                Langley,
                  B.C.
                V3A
                  4J2
              152,000
                  common shares
                Direct
                  Ownership
              30.4%Common
                  Stock
              Ron
                  Schlitt
                1890
                  Ranchmont Cres.
                Kelowna,
                  B.C.
                V1V
                  1T3
              152,000
                  common shares
                Direct
                  Ownership
              30.4%Common
                  Stock
              All
                  Officers and Directors
                as
                  a Group
              304,000
                  common shares
              60.8%
 
 The
        balance of our outstanding common stock is held by eight persons, none of
        whom
        hold 5% or more of our outstanding common stock.
 
 Changes
        in Control
 
 We
        are
        unaware of any contract or other arrangement the operation of which may at
        a
        subsequent date result in a change in control of our company.
 
  -
            29 -
  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
              Description3.1
              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, 2006, filed on February
                  6, 2007,
                  incorporated herein by reference.13.2
              Form
                  10QSB for the Period ended March 31, 2007, filed on May 15, 2007,
                  incorporated herein by reference.13.3
              Form
                  10QSB for the Period ended June 30, 2007, filed on August 13, 2007,
                  incorporated herein by reference.31
              Section
                  302 Certification32
              Section
                  906 Certification
 
 (B)           
        Reports on Form 8-K
 
 None
 
 Item
        14.  Principal Accountant Fees and Services
 
 Audit
        Fees
 
 For
        the
        fiscal year ended September 30, 2007, the aggregate fees billed by Williams
        & Webster, P.S. for professional services rendered for the audit of our
        annual financial statements included in our annual report on Form 10-KSB
        were
        $18,336.  For the period ended September 30, 2006, the aggregate fees
        billed by Williams & Webster, P.S. for professional services rendered for
        the audit of our annual financial statements included in our annual report
        on
        Form 10-KSB were $6,912.50.
 
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            30 -
  Audit
        Related Fees
 
 For
        the
        period ended September 30, 2007, the aggregate fees billed for assurance
        and
        related services by Williams & Webster, P.S. relating to the performance of
        the audit of our financial statements which are not reported under the caption
        "Audit Fees" above, was $-0-.  For the period ended September 30,
        2006, the aggregate fees billed for assurance and related services by Williams
        & Webster, P.S. relating to the performance of the audit of our financial
        statements which are not reported under the caption "Audit Fees" above, was
        $0.
 
 Tax
        Fees
 
 For
        the
        period ended September 30, 2007, the aggregate fees billed by Williams &
Webster, P.S. for other non-audit professional services, other than those
        services listed above, totalled $-0-.  For the period ended September
        30, 2006, the aggregate fees billed by Williams & Webster, P.S. for other
        non-audit professional services, other than those services listed above,
        totalled $0.
 
 We
        do not
        use Williams & Webster, P.S. for financial information system design and
        implementation.  These services, which include designing or
        implementing a system that aggregates source data underlying the financial
        statements or generates information that is significant to our financial
        statements, are provided internally or by other service providers.  We
        do not engage Williams &Webster, P.S. to provide compliance outsourcing
        services.
 
 Effective
        May 6, 2003, the Securities and Exchange Commission adopted rules that require
        that before Williams & Webster, P.S. is engaged by us to render any auditing
        or permitted non-audit related service, the engagement be:
 
 -
              approved
                  by our audit committee (which consists of our entire board of directors);
                  or-
              entered
                  into pursuant to pre-approval policies and procedures established
                  by the
                  board of directors, provided the policies and procedures are detailed
                  as
                  to the particular service, the board of directors is informed of
                  each
                  service, and such policies and procedures do not include delegation
                  of the
                  board of directors' responsibilities to
                  management.
 
 The
        board
        of directors pre-approves all services provided by our independent
        auditors.  All of the above services and fees were reviewed and
        approved by the board of directors either before or after the respective
        services were rendered.
 
 The
        board
        of directors has considered the nature and amount of fees billed by Williams
        & Webster, P.S. and believes that the provision of services for activities
        unrelated to the audit is compatible with maintaining Williams & Webster,
        P.S.’s independence.
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            31 -
  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 INVESTMENTSDated:  January
                      11, 2008
                Per:
                /s/ David
                  WardDavid
                      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
                  WardDavid
                  Ward, President, C.E.O., C.F.O. DirectorJanuary
                    11, 2008Date
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