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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September
30, 2008

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                                           | 98-0210152                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

|Suite 700, 1620 Dickson Avenue, Kelowna, British |           
|------------------------------------------------ | ----------
|Columbia                                         | V1Y 9Y2   
|(Address of principal executive offices)         | (Zip Code)

Issuer's telephone number (250) 868-0535

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | None                                     

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.0001(Title of
class)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities 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 is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes [ x ] No [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes[ x ] No [ ]

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State issuer's revenues for its most recent fiscal year:
$Nil

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 prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

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.

N/A

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 500,000 shares of
common stock as at December 18, 2008.

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TABLE OF CONTENTS

|ITEM 1:           | DESCRIPTION OF BUSINESS                                                                              | 4 
|----------------- | ---------------------------------------------------------------------------------------------------- | --
|ITEM 2:           | DESCRIPTION OF
      PROPERTY                                                                        | 9 
|ITEM 3:           | LEGAL PROCEEDINGS                                                                                    | 9 
|ITEM 4:           | SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS                                            | 9 
|ITEM 5:           | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                             | 9 
|ITEM 6:           | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                      | 10
|ITEM 7:           | FINANCIAL STATEMENTS                                                                                 | 14
|ITEM 8:           | CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           | 15
|ITEM
      8A(T): | CONTROLS AND PROCEDURES                                                                              | 15
|ITEM 8B:          | OTHER
      INFORMATION                                                                              | 16
|ITEM 9:           | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS                                   | 17
|ITEM 10:          | EXECUTIVE COMPENSATION                                                                               | 20
|ITEM 11:          | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 21
|ITEM 12:          | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 22
|ITEM 13:          | EXHIBITS AND REPORTS                                                                                 | 23
|ITEM 14:          | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                               | 24
|SIGNATURES        | 25                                                                                                  

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PART I

ITEM 1: DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These
statements relate to future events or our future results of operation or future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors which may cause our or our industrys actual results, levels of
activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking
statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. You should not place undue reliance on these
statements, which speak only as of the date that they were made. These
cautionary statements should be considered with any written or oral
forward-looking statements that we may issue in the future. Except as required
by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to reflect actual results, later events or circumstances or to
reflect the occurrence of unanticipated events.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the shares of common stock in our capital stock.

As used in this annual report and unless otherwise indicated,
the terms "we", "us", "our", Company, and Blue Moon mean Blue Moon
Investments, unless otherwise indicated.

Corporate Overview

We were incorporated in the State of Nevada on September 19,
1997. We are 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. Other than issuing shares to our shareholders, we never commenced any
other operational activities.

The Securities and Exchange Commission defines a blank check
company 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.

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.

Our principal business objective for the next 12 months and
beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.

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Competition

We face vast competition from other shell companies with the
same objectives. We are in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

Employees

We have no employees other than our management who devotes only
a limited amount of time to our business.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

RISK FACTORS

You should carefully review and consider the following risks as
well as all other information contained in this Annual Report on Form 10-KSB,
including our financial statements and the notes to those statements. The
following risks and uncertainties are not the only ones facing us. Additional
risks and uncertainties of which we are currently unaware or which we believe
are not material also could materially adversely affect our business, financial
condition, results of operations, or cash flows. To the extent any of the
information contained in this annual report constitutes forward-looking
information, the risk factors set forth below are cautionary statements
identifying important factors that could cause our actual results for various
financial reporting periods to differ materially from those expressed in any
forward-looking statements made by or on our behalf and could materially
adversely effect our financial condition, results of operations or cash
flows.

There may be conflicts of interest as a result of our
management being involved with other blank check shell companies.

Conflicts of interest create the risk that management may have
an incentive to act adversely to the interests of our Company. Our management is
currently involved with other blank check shell companies, and in the pursuit of
business combinations, conflicts with such other blank check shell companies
with which it is, and may in the future become, affiliated, may arise. If we and
the other blank check shell companies that our management is affiliated with
desire to take advantage of the same opportunity, then those members of
management that are affiliated with both companies would abstain from voting
upon the opportunity. In the event of identical officers and directors, the
officers and directors will arbitrarily determine the company that will be
entitled to proceed with the proposed transaction.

We have incurred and may continue to incur losses.

Since September 19, 1997 (inception) through September 30,
2008, we have incurred a net loss of $182,455. We expect that we will incur
losses at least until we complete a merger or other business combination with an
operating business and perhaps after such a combination as well. There can be no
assurance that we will complete a merger or other business combination with an
operating business or that we will ever be profitable.

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We face a number of risks associated with potential
acquisitions.

We intend to use reasonable efforts to complete a merger or
other business combination with an operating business. Such combination will be
accompanied by risks commonly encountered in acquisitions, including, but not
limited to, difficulties in integrating the operations, technologies, products
and personnel of the acquired companies and insufficient revenues to offset
increased expenses associated with acquisitions. Failure to manage and
successfully integrate acquisitions we make could harm our business, our
strategy and our operating results in a material way.

There is competition for those private companies suitable
for a merger transaction of the type contemplated by management.

We are in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of us consummating a
successful business combination. We are, and will continue to be, an
insignificant participant in the business of seeking mergers with, joint
ventures with and acquisitions of small private and public entities. A large
number of established and well-financed entities, including small public
companies and venture capital firms, are active in mergers and acquisitions of
companies that may be desirable target candidates for us. Nearly all these
entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. These competitive factors may reduce the
likelihood of our identifying and consummating a successful business
combination.

Future success is highly dependent on the ability of
management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative, and there
is a consequent risk of loss of your investment. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

Management intends to devote only a limited amount of time
to seek a target company which may adversely impact our ability to identify a
suitable acquisition candidate.

While seeking a business combination, management anticipates
devoting very limited time to our affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.

There can be no assurance that we will successfully
consummate a business combination.

We can give no assurances that we will successfully identify
and evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms.

The time and cost of preparing a private company to become a
public reporting company may preclude us from entering into a merger or
acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting
requirements may delay or preclude acquisition. Sections 13 and 15(d) of the
Exchange Act require reporting companies to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

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Any potential acquisition or merger with a foreign company
may subject us to additional risks.

If we enter into a business combination with a foreign company,
we will be subject to the risks inherent in business operations outside of the
United States. These risks include, for example, currency fluctuations,
regulatory problems, punitive tariffs, unstable local tax policies, trade
embargoes, risks related to shipment of raw materials and finished goods across
national borders and cultural and language differences. Foreign economies may
differ favorably or unfavorably from the United States economy in growth of
gross national product, rate of inflation, market development, rate of savings,
and capital investment, resource self-sufficiency and balance of payments
positions, and in other respects.

We may be subject to certain tax consequences in our
business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in
tax-free treatment for the companies or their stockholders, which could deter
third parties from entering into certain business combinations with us or result
in being taxed on consideration received in a transaction. Currently, a
transaction may be structured so as to result in tax-free treatment to both
companies, as prescribed by various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target entity; however, we cannot guarantee
that the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.

Our business will have no revenue unless and until we merge
with or acquire an operating business.

We are a development stage company and have had no revenue from
operations. We do not expect to realize any revenue unless and until we
successfully merge with or acquire an operating business.

Because we may seek to complete a business combination
through a reverse merger, following such a transaction we may not be able to
attract the attention of major brokerage firms.

Additional risks may exist since we expect to assist a
privately held business to become public through a reverse merger. Securities
analysts of major brokerage firms may not provide coverage of our Company since
there is no incentive to brokerage firms to recommend the purchase of our common
stock. No assurance can be given that brokerage firms will want to conduct any
secondary offerings on behalf of our post-merger company in the future.

We cannot assure you that following a business combination
with an operating business, our common stock will be listed on NASDAQ or any
other securities exchange.

Following a business combination, we may seek the listing of
Common Stock on NASDAQ or the American Stock Exchange. However, we cannot assure
you that following such a transaction, we will be able to meet the initial
listing standards of either of those or any other stock exchange, or that we
will be able to maintain a listing of our common stock on either of those or any
other stock exchange. After completing a business combination, until the common
stock is listed on the NASDAQ or another stock exchange, we expect that our
common stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the pink sheets, where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock.

There is currently no trading market for our common stock,
and the liquidity of our shares of common stock is limited.

Shares of our common stock are not registered under the
securities laws of any state or other jurisdiction, and accordingly there is no
public trading market for our common stock. Further, no public trading market is
expected to develop in the foreseeable future unless and until we complete a
business combination with an operating business and our Company thereafter files
a registration statement under the Securities Act of 1933, as amended (the
Securities Act). Therefore, outstanding shares of our common stock cannot be
offered, sold, pledged or otherwise transferred unless subsequently registered
pursuant to, or exempt from registration under, the Securities Act and any other

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applicable federal or state securities laws or regulations.
Shares of our common stock cannot be sold under the exemptions from registration
provided by Rule 144 under of the Securities Act (Rule 144).

Compliance with the criteria for securing exemptions under
federal securities laws and the securities laws of the various states is
extremely complex, especially in respect of those exemptions affording
flexibility and the elimination of trading restrictions in respect of securities
received in exempt transactions and subsequently disposed of without
registration under the Securities Act or state securities laws.

There are issues impacting liquidity of our securities with
respect to the SECs review of a future resale registration statement.

Since shares of our common stock issued prior to a business
combination or reverse merger cannot currently, nor will they for a considerable
period of time after we complete a business combination, be available to be
offered, sold, pledged or otherwise transferred without being registered
pursuant to the Securities Act, we will likely file a resale registration
statement on Form S-1, or some other available form, to register for resale such
shares of our common stock. We cannot control this future registration process
in all respects as some matters are outside our control. Even if we are
successful in causing the effectiveness of the resale registration statement,
there can be no assurances that the occurrence of subsequent events may not
preclude our ability to maintain the effectiveness of the registration
statement. Any of the foregoing items could have adverse effects on the
liquidity of our shares of common stock.

In addition, the SEC has recently disclosed that it has
developed internal informal guidelines concerning the use of a resale
registration statement to register the securities issued to certain investors in
private investment in public equity (PIPE) transactions, where the issuer has a
market capitalization of less than $75 million and, in general, does not qualify
to file a Registration Statement on Form S-3 to register its securities. The SEC
has taken the position that these smaller issuers may not be able to rely on
Rule 415 under the Securities Act (Rule 415), which generally permits the
offer and sale of securities on a continued or delayed basis over a period of
time, but instead would require that the issuer offer and sell such securities
in a direct or "primary" public offering, at a fixed price, if the facts and
circumstances are such that the SEC believes the investors seeking to have their
shares registered are underwriters and/or affiliates of the issuer. It appears
that the SEC in most cases will permit a registration for resale of up to one
third of the total number of shares of common stock then currently owned by
persons who are not affiliates of such issuer and, in some cases, a larger
percentage depending on the facts and circumstances. Staff members also have
indicated that an issuer in most cases will have to wait until the later of six
months after effectiveness of the first registration or such time as
substantially all securities registered in the first registration are sold
before filing a subsequent registration on behalf of the same investors. Since,
following a reverse merger or business combination, we may have little or no
tradable shares of common stock, it is unclear as to how many, if any, shares of
our common stock the SEC will permit us to register for resale, but SEC staff
members have indicated a willingness to consider a higher percentage in
connection with registrations following reverse mergers with shell companies
such as our Company. The SEC may require as a condition to the declaration of
effectiveness of a resale registration statement that we reduce or cut back
the number of shares of common stock to be registered in such registration
statement. The result of the foregoing is that a stockholders liquidity in our
common stock may be adversely affected in the event the SEC requires a cut back
of the securities as a condition to allow us to rely on Rule 415 with respect to
a resale registration statement, or, if the SEC requires us to file a primary
registration statement.

We have never paid dividends on our common stock.

We have never paid dividends on our common stock and do not
presently intend to pay any dividends in the foreseeable future. We anticipate
that any funds available for payment of dividends will be re-invested into the
Company to further its business strategy.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible

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risks that might arise. Investors should carefully consider all
of such risk factors before making an investment decision with respect to our
common stock.

ITEM 2: DESCRIPTION OF PROPERTY

We neither rent nor own any properties. We utilize the office
space and equipment of our management at no cost. Management estimates such
amounts to be immaterial. We currently have no policy with respect to
investments or interests in real estate, real estate mortgages or securities of,
or interests in, persons primarily engaged in real estate activities.

ITEM 3: LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our Company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest. The
outcome of open unresolved legal proceedings is presently indeterminable. Any
settlement resulting from resolution of these contingencies will be accounted
for in the period of settlement. We do not believe the potential outcome from
these legal proceedings will significantly impact our financial position,
operations or cash flows.

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

No matters have been submitted during the fourth quarter of our
fiscal year covered by this report to a vote by our security holders.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Common Stock

Our Articles of Incorporation authorizes the issuance of up to
100,000,000 shares of common stock with a par value of $0.0001 per share. Our
common stock is not listed on a publicly-traded market.

As of December 18, 2008, there were 10 holders of record of our
common stock. As of such date, 500,000 shares of our common stock were issued
and outstanding.

Dividends

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

1. We would not be able to pay our
debts as they become due in the usual course of business; or

2. Our total assets would be less than
the sum of our total liabilities plus the amount that would be needed to satisfy
the rights of Shareholders who have preferential rights superior to those
receiving the distribution.

We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

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Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended September 30, 2008.

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

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report, particularly in the section entitled Risk Factors in
this annual report.

Our consolidated financial statements are stated in United
States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.

Plan of Operations

We currently do not engage in any business activities that
provide cash flow. We currently do not have sufficient funds to fund our ongoing
operations and execute our business plan of seeking a business combination.

During the next twelve months we anticipate incurring costs
related to:

| | (i)  | filing of reports under the Securities Exchange Act of
      1934, as amended (the Exchange Act), and
| | ---- | -------------------------------------------------------------------------------------------------------
| |      |                                                                                                        
| | (ii) | consummating an acquisition.                                                                           

We believe we will be able to meet these costs through deferral
of fees by certain service providers and additional amounts, as necessary, to be
loaned to or invested in us by our stockholders, management or other
investors.

We may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.

Since our Registration Statement on Form 10-SB became
effective, our officers and directors have had limited contact or discussions
with representatives of other entities regarding a business combination with us.
Any target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.

We anticipate that the selection of a business combination will
be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may

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occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.

Results of Operations

We have not conducted any active operations since inception,
except for our efforts to locate a suitable acquisition or merger transaction.
No revenue has been generated by our Company during such period, and it is
unlikely that we will have any revenues unless we are able to effect an
acquisition of, or merger with, an operating company, of which there can be no
assurance.

We had a net loss of $32,430 for the year ended September 30,
2008 consisting of $27,307 of general and administrative expenses, $12,018 of
mineral property investigation, $10,198 of gain on forgiveness of debt, and
$3,303 in interest expense.

Liquidity and Capital Resources

As of September 30, 2008, we had assets equal to $3,933. Our
current liabilities as of September 30, 2008 totaled $48,801, comprised of
accounts payable and accrued liabilities of $3,301 and indebtedness to related
parties of $45,500.

Product Research and Development

We do not anticipate that we will spend any significant monies
on research and development over the twelve month period ending September 30,
2009.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending September 30, 2009.

Off-Balance Sheet Arrangements

As of September 30, 2008, our Company had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. Our Company does not engage in trading activities involving
non-exchange traded contracts.

Employees

We currently have no employees, other than our executive
officers and we do not expect to hire any employees in the foreseeable future.
We presently conduct our business through agreements with consultants and
arms-length third parties.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended September 30, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon our Company
locating and consummating a merger or acquisition with a private entity and
achieving a profitable level of operation. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current shareholders. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash commitments.

---

- 12 -

Application of Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS 141(R), Business
Combinations. This Statement replaces SFAS 141, Business Combinations, and
requires an acquirer to recognize the assets acquired, the liabilities assumed,
including those arising from contractual contingencies, any contingent
consideration, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the statement. SFAS 141(R) also requires the acquirer in
a business combination achieved in stages (sometimes referred to as a step
acquisition) to recognize the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, at the full amounts of their fair
values (or other amounts determined in accordance with SFAS 141(R)). In
addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in
the acquiree at fair value will result in recognizing the goodwill attributable
to the noncontrolling interest in addition to that attributable to the acquirer.
SFAS 141(R) amends SFAS No. 109, Accounting for Income Taxes, to require the
acquirer to recognize changes in the amount of its deferred tax benefits that
are recognizable because of a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances. It also amends SFAS 142,
Goodwill and Other Intangible Assets, to, among other things, provide guidance
on the impairment testing of acquired research and development intangible assets
and assets that the acquirer intends not to use. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We are currently assessing the potential impact that the
adoption of SFAS 141(R) could have on our financial statements.

In December 2007, the FASB issued SFAS 160, Noncontrolling
Interests in Consolidated Financial Statements. SFAS 160 amends Accounting
Research Bulletin 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS 160 also changes the way the consolidated income
statement is presented by requiring consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
noncontrolling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the noncontrolling interest. SFAS 160 requires
that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated and requires expanded disclosures in the consolidated financial
statements that clearly identify and distinguish between the interests of the
parent owners and the interests of the noncontrolling owners of a subsidiary.
SFAS 160 is effective for fiscal periods, and interim periods within those
fiscal years, beginning on or after December 15, 2008. We are currently
assessing the potential impact that the adoption of SFAS 160 could have on our
financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities an amendment of FASB Statement
No. 133, (SFAS 161) as amended and interpreted, which requires enhanced
disclosures about an entitys derivative and hedging activities and thereby
improves the transparency of financial reporting. Disclosing the fair values of
derivative instruments and their gains and losses in a tabular format provides a
more complete picture of the location in an entitys financial statements of
both the derivative positions existing at period end and the effect of using
derivatives during the reporting period. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. Early adoption is permitted.

---

- 13 -

In May of 2008, the FASB issued Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles. This statement
identifies literature established by the FASB as the source for accounting
principles to be applied by entities which prepare financial statements
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. This statement is effective 60 days following approval by the
SEC of the Public Company Accounting Oversight Board amendments to AU Section
411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles.This statement will require no changes in the
Companys financial reporting practices.

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts 
An interpretation of FASB Statement No. 60 . SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect on the Companys financial statements.

---

- 14 -

ITEM 7: FINANCIAL STATEMENTS

---



---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders 
  Blue Moon Investments, Inc. 
  Carson City, Nevada

We have audited the accompanying balance sheet of Blue Moon Investments,
  Inc. (A Development Stage Company) as of September 30, 2008 and the related
  statements of operations, stockholders equity, and cash flows for the
  year then ended and for the period from inception (September 19, 1997) through
  September 30, 2008. These financial statements are the responsibility of the
  Companys management. Our responsibility is to express an opinion on these
  financial statements based on our audit. We did not audit the financial statements
  of Blue Moon Investments, Inc. for the year ended September 30, 2007 and from
  inception (September 19, 1997) to September 30, 2007. Those statements were
  audited by other auditors whose report has been furnished to us and our opinion,
  in so far as it relates to the amounts included in the year ended September
  30, 2007 and from inception (September 19, 1997) to September 30, 2007, is based
  solely on the report of other auditors.

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

In our opinion, based upon our audit and the report of other
  auditors, the financial statements referred to above present fairly, in all
  material respects, the financial position of Blue Moon Investments, Inc. (A
  Development Stage Company) as of September 30, 2008, and the results of its
  operations and cash flows for the year then ended and from inception (September
  19, 1997) through September 30, 2008 in conformity with generally accepted accounting
  principles in the United States.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 2 to the
  financial statements, the Company has suffered recurring losses from operations,
  which raise substantial doubt about its ability to continue as a going concern.
  Managements plans in regard to these matters are also described in Note
  2. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC 
  Henderson, Nevada 
  December 23, 2008

|                                                   
|---------------------------------------------------
|2580 Anthem Village Drive, Henderson, NV 89052     
|Telephone (702) 588-5960 • Facsimile (702) 588-5979

---

|BLUE MOON INVESTMENTS, INC.     
|--------------------------------
|(A Development Stage Enterprise)
|BALANCE SHEETS                  

|                                                           |   | September 30, |  
|---------------------------------------------------------- | - | ------------- | -
|                                                           |   | 2008          |  
|ASSETS                                                     |   |               |  
|                                                           |   |               |  
|CURRENT ASSETS                                             |   |               |  
|Cash                                                       | $ | 3,933         |  
|                                                           |   |               |  
|TOTAL ASSETS                                               | $ | 3,933         |  
|                                                           |   |               |  
|                                                           |   |               |  
|                                                           |   |               |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                      |   |               |  
|                                                           |   |               |  
|CURRENT LIABILITIES                                        |   |               |  
|Accounts payable
      and accrued liabilities             | $ | 3,301         |  
|Loan payable                                               |   | 45,500        |  
|                                                           |   |               |  
|TOTAL
      CURRENT LIABILITIES                            |   | 48,801        |  
|                                                           |   |               |  
|                                                           |   |               |  
|COMMITMENTS AND CONTINGENCIES                              |   | -             |  
|                                                           |   |               |  
|                                                           |   |               |  
|STOCKHOLDERS' DEFICIT                                      |   |               |  
|Common stock, 100,000,000
      shares authorized; $0.0001 |   |               |  
|par value; 500,000 shares issued and outstanding           |   | 50            |  
|Additional paid-in
      capital                           |   | 137,538       |  
|Accumulated deficit during development
      stage         |   | (182,456      | )
|                                                           |   |               |  
|TOTAL
      STOCKHOLDERS' DEFICIT                          |   | (44,868       | )
|                                                           |   |               |  
|                                                           |   |               |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                | $ | 3,933         |  

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

F-1

---

|BLUE MOON INVESTMENTS, INC.     
|--------------------------------
|(A Development Stage Enterprise)
|STATEMENTS OF OPERATIONS        

|                                                   |   |               |   |   |               |   |   | September 19,    |  
|-------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ---------------- | -
|                                                   |   |               |   |   |               |   |   | 1997 (inception) |  
|                                                   |   | Year Ended    |   |   | through       |  
|                                                   |   | September 30, |   |   | September 30, |  
|                                                   |   | 2008          |   |   | 2007          |   |   | 2008             |  
|                                                   |   |               |   |   |               |   |   |                  |  
|REVENUES                                           | $ | -             |   | $ | -             |   | $ | -                |  
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|EXPENSES                                           |   |               |   |   |               |   |   |                  |  
|Selling, general
      and administrative expenses |   | 27,307        |   |   | 18,266        |   |   | 145,919          |  
|Mineral property investigation                     |   | 12,018        |   |   | -             |   |   | 12,018           |  
|Offering costs                                     |   | -             |   |   | -             |   |   | 31,406           |  
|TOTAL
      EXPENSES                               |   | 39,325        |   |   | 18,266        |   |   | 189,343          |  
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|LOSS FROM OPERATIONS                               |   | (39,325       | ) |   | (18,266       | ) |   | (189,343         | )
|                                                   |   |               |   |   |               |   |   |                  |  
|OTHER INCOME/(EXPENSE)                             |   |               |   |   |               |   |   |                  |  
|Interest expense                                   |   | (3,303        | ) |   | -             |   |   | (3,311           | )
|Gain on forgiveness
      of debt                  |   | 10,198        |   |   | -             |   |   | 10,198           |  
|                                                   |   |               |   |   |               |   |   |                  |  
|TOTAL OTHER INCOME/(EXPENSE)                       |   | 6,895         |   |   | -             |   |   | 6,887            |  
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|NET LOSS                                           | $ | (32,430       | ) | $ | (18,266       | ) | $ | (182,456         | )
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|NET LOSS PER COMMON SHARE,                         |   |               |   |   |               |   |   |                  |  
|BASIC AND DILUTED                                  | $ | (0.06         | ) | $ | (0.04         | ) |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|                                                   |   |               |   |   |               |   |   |                  |  
|WEIGHTED AVERAGE NUMBER                            |   |               |   |   |               |   |   |                  |  
|OF COMMON SHARES OUTSTANDING,                      |   |               |   |   |               |   |   |                  |  
|BASIC
      AND DILUTED                            |   | 500,000       |   |   | 500,000       |   |   |                  |  

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

F-2

---

|BLUE MOON INVESTMENTS, INC.                                              
|-------------------------------------------------------------------------
|(A Development Stage Enterprise)                                         
|STATEMENT OF STOCKHOLDERS' DEFICIT                                       
|FOR THE PERIOD SEPTEMBER 19, 1997 (INCEPTION) TO SEPTEMBER
      30, 2008
|(AUDITED)                                                                

|                                                 |  |              |  |   |            |  |   |         |   |   | Deficit     |   |   |               |  
|------------------------------------------------ |  | ------------ |  | - | ---------- |  | - | ------- | - | - | ----------- | - | - | ------------- | -
|                                                 |  |              |  |   |            |  |   |         |   |   | Accumulated |   |   |               |  
|                                                 |  | Common Stock |  |   | Additional |  |   | During  |   |   | Total       |  
|                                                 |  | Number       |  |   |            |  |   | Paid-In |   |   | Development |   |   | Stockholders' |  
|                                                 |  | of Shares    |  |   | Amount     |  |   | Capital |   |   | Stage       |   |   | Deficit       |  
|                                                 |  |              |  |   |            |  |   |         |   |   |             |   |   |               |  
|Balance, September 19, 1997 (Inception)          |  | -            |  | $ | -          |  | $ | -       |   | $ | -           |   | $ | -             |  
|Common stock issued in exchange for services     |  | 500,000      |  |   | 50         |  |   | -       |   |   | -           |   |   | 50            |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (50         | ) |   | (50           | )
|Balance, September 30, 1997                      |  | 500,000      |  |   | 50         |  |   | -       |   |   | (50         | ) |   | -             |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | -           |   |   | -             |  
|Balance, September 30, 1998                      |  | 500,000      |  |   | 50         |  |   | -       |   |   | (50         | ) |   | -             |  
|Contributed capital                              |  | -            |  |   | -          |  |   | 332     |   |   | -           |   |   | 332           |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (1,922      | ) |   | (1,922        | )
|Balance, September 30, 1999                      |  | 500,000      |  |   | 50         |  |   | 332     |   |   | (1,972      | ) |   | (1,590        | )
|Contributed capital                              |  | -            |  |   | -          |  |   | 6,897   |   |   | -           |   |   | 6,897         |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (6,893      | ) |   | (6,893        | )
|Balance, September 30, 2000                      |  | 500,000      |  |   | 50         |  |   | 7,229   |   |   | (8,865      | ) |   | (1,586        | )
|Contributed capital                              |  | -            |  |   | -          |  |   | 35,011  |   |   | -           |   |   | 35,011        |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (15,954     | ) |   | (15,954       | )
|Balance, September 30, 2001                      |  | 500,000      |  |   | 50         |  |   | 42,240  |   |   | (24,819     | ) |   | 17,471        |  
|Contributed capital                              |  | -            |  |   | -          |  |   | 8,318   |   |   | -           |   |   | 8,318         |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (12,246     | ) |   | (12,246       | )
|Balance, September 30, 2002                      |  | 500,000      |  |   | 50         |  |   | 50,558  |   |   | (37,065     | ) |   | 13,543        |  
|Reclassification of advances received
      from |  |              |  |   |            |  |   |         |   |   |             |   |   |               |  
|an affiliate to "indebtness of related party"    |  | -            |  |   | -          |  |   | (2,000  | ) |   | -           |   |   | (2,000        | )
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (24,096     | ) |   | (24,096       | )
|Balance, September 30, 2003                      |  | 500,000      |  |   | 50         |  |   | 48,558  |   |   | (61,161     | ) |   | (12,553       | )
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (39,481     | ) |   | (39,481       | )
|Balance, September 30, 2004                      |  | 500,000      |  |   | 50         |  |   | 48,558  |   |   | (100,642    | ) |   | (52,034       | )
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (15,492     | ) |   | (15,492       | )
|Balance, September 30, 2005                      |  | 500,000      |  |   | 50         |  |   | 48,558  |   |   | (116,134    | ) |   | (67,526       | )
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (15,626     | ) |   | (15,626       | )
|Balance, September 30, 2006                      |  | 500,000      |  | $ | 50         |  | $ | 48,558  |   | $ | (131,760    | ) | $ | (83,152       | )
|Cash contributed by related party                |  | -            |  |   | -          |  |   | 22,000  |   |   | -           |   |   | 22,000        |  
|Forgiveness of debt to related party             |  | -            |  |   | -          |  |   | 36,480  |   |   | -           |   |   | 36,480        |  
|Net loss                                         |  | -            |  |   | -          |  |   |         |   |   | (18,266     | ) |   | (18,266       | )
|Balance, September 30, 2007                      |  | 500,000      |  | $ | 50         |  | $ | 107,038 |   | $ | (150,026    | ) | $ | (42,938       | )
|Cash contributed by related party                |  | -            |  |   | -          |  |   | 30,500  |   |   | -           |   |   | 30,500        |  
|Net loss                                         |  | -            |  |   | -          |  |   | -       |   |   | (32,430     | ) |   | (32,430       | )
|Balance, September 30, 2008                      |  | 500,000      |  | $ | 50         |  | $ | 137,538 |   | $ | (182,456    | ) | $ | (44,868       | )

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

F-3

---

|BLUE MOON INVESTMENTS, INC.     
|--------------------------------
|(A Development Stage Enterprise)
|STATEMENTS OF CASH FLOWS        

|                                                                                  |   |               |   |   |               |   |   | September 19,    |  
|--------------------------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ---------------- | -
|                                                                                  |   |               |   |   |               |   |   | 1997 (inception) |  
|                                                                                  |   | Year Ended    |   |   | through       |  
|                                                                                  |   | September 30, |   |   | September 30, |  
|                                                                                  |   | 2008          |   |   | 2007          |   |   | 2008             |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |   |               |   |   |               |   |   |                  |  
|Net loss                                                                          | $ | (32,430       | ) | $ | (18,266       | ) | $ | (182,456         | )
|Adjustments
      to reconcile net loss to net cash used in operating activities: |   |               |   |   |               |   |   |                  |  
|Loss incurred on offering costs                                                   |   | -             |   |   | -             |   |   | 31,406           |  
|Gain on forgivenness of debt                                                      |   | (10,198       | ) |   |               |   |   | (10,198          | )
|CHANGES IN OPERATING ASSETS AND LIABILITIES                                       |   |               |   |   |               |   |   |                  |  
|Increase in accounts payable and accrued liabilities                              |   | 1,342         |   |   | 907           |   |   | 13,499           |  
|Net cash used by operating activities                                             |   | (41,286       | ) |   | (17,359       | ) |   | (147,749         | )
|                                                                                  |   |               |   |   |               |   |   |                  |  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                      |   |               |   |   |               |   |   |                  |  
|Common stock
      issued for services                                            |   | -             |   |   | -             |   |   | 50               |  
|Payments for deferred offering
      costs                                        |   | -             |   |   | -             |   |   | (31,406          | )
|Proceeds
      from loan payable                                                  |   | 12,000        |   |   | (42,000       | ) |   | 103,500          |  
|Capital contributed by related
      party                                        |   | 30,500        |   |   | 58,480        |   |   | 79,538           |  
|Net cash provided by financing activities                                         |   | 42,500        |   |   | 16,480        |   |   | 151,682          |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|NET INCREASE
      (DECREASE) IN CASH                                             |   | 1,214         |   |   | (879          | ) |   | 3,933            |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|CASH, BEGINNING OF PERIOD                                                         |   | 2,719         |   |   | 3,598         |   |   | -                |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|CASH, END OF PERIOD                                                               | $ | 3,933         |   | $ | 2,719         |   | $ | 3,933            |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                               |   |               |   |   |               |   |   |                  |  
|Interest paid                                                                     | $ | -             |   | $ | -             |   | $ | 8                |  
|Income taxes
      paid                                                           | $ | -             |   | $ | -             |   | $ | -                |  
|                                                                                  |   |               |   |   |               |   |   |                  |  
|NON-CASH TRANSACTIONS:                                                            |   |               |   |   |               |   |   |                  |  
|Common stock issued for services                                                  | $ | -             |   | $ | -             |   | $ | 50               |  

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

F-4

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

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 under the provision of SFAS No. 7, Accounting and
  Reporting for Development Stage Enterprises and has not realized any revenues
  from its planned operations. A development stage enterprise is one in which
  planned principal operations have not commenced or if its operations have commenced,
  there has been no significant revenue there from. Development-stage companies
  report cumulative costs from the enterprise's inception. 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 ShareLoss 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 they were outstanding. At September 30, 2008 and
  2007, 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.

F-5

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

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.

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, 2008 and 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 of $(182,456). 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.

F-6

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

Recent Accounting Pronouncements 
  In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS
  AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve financial
  reporting about derivative instruments and hedging activities by requiring enhanced
  disclosures to enable investors to better understand their effects on an entity's
  financial position, financial performance, and cash flows. SFAS 161 achieves
  these improvements by requiring disclosure of the fair values of derivative
  instruments and their gains and losses in a tabular format. It also provides
  more information about an entity's liquidity by requiring disclosure of derivative
  features that are credit risk-related. Finally, it requires cross-referencing
  within footnotes to enable financial statement users to locate important information
  about derivative instruments. SFAS 161 will be effective for financial statements
  issued for fiscal years and interim periods beginning after November 15, 2008
  and will be adopted by the Company beginning in the first quarter of 2009. The
  Company does not expect there to be any impact of adopting SFAS 161 on its financial
  position, cash flows and results of operations as the Company does not currently
  have any derivative instruments or hedging activity and does not anticipate
  any in the near future.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING
  INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS
  No. 160"), which will change the accounting and reporting for minority interests,
  and will be recharacterized as non-controlling interests and classified as a
  component of equity within the consolidated balance sheets. SFAS No. 160 is
  effective as of the beginning of an entity's first fiscal year beginning on
  or after December 15, 2008. Earlier adoption is prohibited. Management does
  not expect there to be any impact of adopting SFAS 160 on its financial position
  as the Company does not currently have any ownership interest in other companies.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007),
  BUSINESS COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting
  for business combinations. Under SFAS No. 141R, an acquiring entity will be
  required to recognize all the assets acquired and liabilities assumed in a transaction
  at the acquisition-date fair value with limited exceptions. SFAS No. 141R will
  change the accounting treatment and disclosure for certain specific items in
  a business combination. SFAS No. 141R applies prospectively to business combinations
  for which the acquisition date is on or after the beginning of the entity's
  first annual reporting period beginning on or after December 15, 2008. Accordingly,
  any business combinations completed by us prior to January 1, 2009 will be recorded
  and disclosed following existing GAAP. Management does not expect there to be
  any impact of adopting SFAS 141R as no business combinations exist and none
  are expected in the near future.

In February 2007, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR
  FINANCIAL ASSETS

F-7

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

Recent Accounting Pronouncements (continued)

AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB NO.
  115 ("SFAS No. 159"). This statement permits entities to choose to measure many
  financial instruments and certain other items at fair value. The objective is
  to improve financial reporting by providing entities with the opportunity to
  mitigate volatility in reported earnings caused by measuring related assets
  and liabilities differently without having to apply complex hedge accounting
  provisions. This Statement is expected to expand the use of fair value measurement,
  which is consistent with the Board's long-term measurement objectives for accounting
  for financial instruments. This statement is effective as of the beginning of
  our first fiscal year that begins after November 15, 2007, although earlier
  adoption is permitted. As of Setember 30, 2008, we have not adopted this statement
  and management has not determined the effect that adopting this statement would
  have on the Company's financial position or results of operations.

In May of 2008, the FASB issued Statement No. 162, THE
  HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. This statement
  identifies literature established by the FASB as the source for accounting principles
  to be applied by entities which prepare financial statements presented in conformity
  with generally accepted accounting principles (GAAP) in the United States. This
  statement is effective 60 days following approval by the SEC of the Public Company
  Accounting Oversight Board amendments to AU Section 411, The Meaning of
  Present Fairly in Conformity With Generally Accepted Accounting Principles.
  This statement will require no changes in the Companys financial reporting
  practices.

In May of 2008 the Financial Accounting Standards Board (FASB)
  issued Statement of Financial Accounting Standards (SFAS) No. 163, ACCOUNTING
  FOR FINANCIAL GUARANTEE INSURANCE  AN INTERPRETATION OF FASB STATEMENT
  NO. 60, ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES. This statement
  requires that an insurance enterprise recognize a claim liability prior to an
  event of default (insured event) when there is evidence that credit deterioration
  has occurred in an insured financial obligation. This statement also clarifies
  how Statement 60 applies to financial guarantee insurance contracts. This statement
  is effective for fiscal years beginning after December 15, 2008. This statement
  has no effect on the Companys financial reporting at this time.

F-8

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

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, |  
|-------------------------------------- | - | ------------------------- | -
|                                       |   | 2008                      |  
|Net operating loss carryforward        | $ | 182,000                   |  
|                                       |   |                           |  
|Deferred tax asset                     | $ | 62,000                    |  
|Deferred tax asset valuation allowance |   | (62,000                   | )
|Net Deferred Tax Asset                 | $ | -                         |  

At September 30, 2008, the Company had deferred tax assets before
  offsetting valuation allowance calculated at an expected rate of 34% of approximately
  $62,000 . At September 30, 2007, the Company had deferred tax assets before
  offsetting valuation allowance calculated at an expected rate of 34% of approximately
  $51,000.

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, 2008 and 2007, the Company has net operating
  loss carry forwards of approximately $182,000 and $150,000, respectively, which
  will expire through the year 2028. The change in valuation allowance from September
  30, 2008 to September 30, 2007 is approximately $11,000. This change is primarily
  due to the change in the Companys net operating loss carry forwards.

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 carry forwards generated prior to the ownership change will be subject
  to an annual limitation which could reduce or defer the utilization of those
  losses.

F-9

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

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 indebtedness to a related party. Through September 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. During the year ended September 30, 2008, RD Capital contributed
  an additional $30,500 to paid-in-capital. RD Capital does not expect to be repaid
  for its capital contributions to the Company.

During the year ended September 30, 2007, $48,000 of indebtedness to RD Capital was satisfied through cash repayment of $11,520 and forgiveness of debt of $36,480, which was reclassified as additional paid-in capital.

NOTE 5  LOAN PAYABLE

As of September 30, 2007 the Company owed $33,500 to LME Holdings
  Co., Ltd. During the year ended September 30, 2008, an additional $12,000 was
  loaned to the Company increasing the loan to $45,500. The loan reflected in
  the financial statements is interest free, uncollateralized and due on demand.

Per APB no. 21 Interest on Receivables and Payable,
  an 8% interest rate has been imputed on the non-interest bearing loan payable
  due to LME Holdings Co., Ltd in the amount of $3,266..

NOTE 6  COMMON STOCK

On September 19, 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 since then.

During the year ended September 30, 1999, an affiliate paid third
  party expenses for $332 on behalf of the Company. These payments were recorded
  as contributed capital.

During the year ended September 30, 2000, an affiliate paid third
  party expenses for $6,897 on behalf of the Company. These payments were recorded
  as contributed capital.

During the year ended September 30, 2001, an affiliate paid third
  party expenses for $35,011 on behalf of the Company. These payments were recorded
  as contributed capital.

F-10

---

|BLUE MOON INVESTMENTS, INC.      
|---------------------------------
|(A Development Stage Enterprise) 
|NOTES TO THE FINANCIAL STATEMENTS
|SEPTEMBER 30, 2008               
|(Audited)                        

NOTE 6  COMMON STOCK (continued)

During the year ended September 30, 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.

During the year ended September 30, 2007, RD Capital contributed
  an additional $22,000. Additionally, $36,480 of the $48,000 of indebtness to
  RD Capital was reclassified as paid in capital, the balance of $11,520
  was repaid in cash.

During the year ended September 30, 2008, RD Capital contributed
  $30,500. These funds were recorded as contributed capital. (Refer to Note 4
   Related Parties for additional information.)

NOTE 7  COMMITMENTS AND CONTIGENCIES

During the year ended September 30, 2007, the Company reclassified
  $10,198 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 has written off the debt in September
  30, 2008.

F-11

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- 15 -

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

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended with Williams & Webster, P.S.

ITEM 8A(T): CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president,
chief executive officer and chief financial officer (our principal executive
officer, principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.

As of September 30, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president, chief executive officer and chief financial
officer (our principal executive officer, principal financial officer and
principle accounting officer), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our
president, chief executive officer and chief financial officer (our principal
executive officer, principal financial officer and principle accounting officer)
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this annual report.

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- 16 -

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of September 30, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
September 30, 2008, our internal control over financial reporting is effective
in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles. Our management
reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of
our Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our Company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended September 30, 2008
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B: OTHER INFORMATION

None.

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- 17 -

PART III

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

Directors and Executive Officers, Promoters and Control
Persons

The following individuals serve as the directors and executive
officers of our Company. All directors of our Company hold office until the next
annual meeting of our shareholders or until their successors have been elected
and qualified. The executive officers of our Company are appointed by our board
of directors and hold office until their death, resignation or removal from
office.

Name
    Position Held with the Company
    Age
    Date First Elected or
      AppointedDavid Ward
    Director President, Chief Executive
      Officer and Chief Financial Officer
    49
    May 3, 2002Ron Schlitt
    Director, Secretary and
      Treasurer
    49
    May 3, 2002


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our director and executive
officer, indicating his principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

David Ward

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. Ward 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

From 2004 to present, Mr. Schlitt has been the President and
owner of RDJ Management Corp., where he works with small and medium sized
business in leadership and corporate structure. From 1992 to 2004, he was
Secretary and a managing partner of Epicenter Resources, Inc., a private
corporation specializing in human resources development and training. 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 or
executive officers.

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:

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- 18 -

|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 offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|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 Securities and Exchange 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.             

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, members of our board of directors, our Company's officers including our
president, chief executive officer and chief financial officer (being our
principal executive officer, our principal financial officer and our principal
accounting officer), employees, consultants and advisors. 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.                                                                                                                                               

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.

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- 19 -

Committees of the Board

All proceedings of our 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 corporate laws of the state of Nevada and the
bylaws of our Company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

Our Company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our Company
have a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our directors.

Our Company does not have any defined policy or procedure
requirements for shareholders to submit recommendations or nominations for
directors. The directors believe that, given the early stage of our development,
a specific nominating policy would be premature and of little assistance until
our business operations develop to a more advanced level. Our Company does not
currently have any specific or minimum criteria for the election of nominees to
the board of directors and we do not have any specific process or procedure for
evaluating such nominees. Our directors assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President
and Chief Executive Officer, at the address appearing on the first page of this
annual report.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 407(d)(5)(ii) of Regulation S-B, nor do we have a board member that
qualifies as independent as the term is used in Item 7(d)(3)(iv)(B) of
Schedule 14A under the Securities Exchange Act of 1934, as amended, and as
defined by Rule 4200(a)(14) of NASDAQ Marketplace Rules.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The directors of our Company do not believe
that it is necessary to have an audit committee because our Company believes
that the functions of an audit committee can be adequately performed by our
board of directors. 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.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our shares of common stock and other equity securities, on Forms 3, 4 and 5,
respectively. Executive officers, directors and greater than 10% shareholders
are required by the Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received
by our Company, or written representations from certain reporting persons that
no Form 5s were required for those persons, we believe that, during the fiscal
year ended September 30, 2008, all filing requirements applicable to our
officers, directors and greater than 10% beneficial owners as well as our
officers, directors and greater than 10% beneficial owners of our subsidiaries
were complied with.

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- 20 -

ITEM 10: EXECUTIVE COMPENSATION

Executive Compensation

The particulars of compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                         
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended September 30, 2008; and                                                                      
| |     |                                                                                                                                                                                                                                         
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      September 30, 2008,

who we will collectively refer to as our named executive
officers, of our Company for the years ended September 30, 2008 and 2007, are
set out in the following summary compensation table, except that no disclosure
is provided for any named executive officer, other than our principal executive
officers, whose total compensation does not exceed $100,000 for the respective
fiscal year: The table below summarizes all compensation awarded to, earned by,
or paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal year ended September 30, 2008.

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Award
      s ($)
    Option Awards
      ($)
    Non-Equity
      Incentive Plan Compensa- tion
      ($)
    Change in
      Pension Value and Nonqualified
      Deferred Compensation Earnings
      ($)
    All
      Other Compensa -tion ($)
    Total ($)David Ward President, Chief
      Executive Officer Chief Financial Officer and Director
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilRon Schlitt Secretary, Treasurer
      and Director
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


Other than as described below, there are no compensatory plans
or arrangements with respect to our executive officers resulting from their
resignation, retirement or other termination of employment or from a change of
control.

Outstanding Equity Awards at Fiscal Year-End

As at September 30, 2008, there were no unexercised options or
stock that had not vested in regards to our executive officers, and there were
no equity incentive plan awards for our executive officers during the year ended
September 30, 2008.

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Options Grants in the Year Ended September 30, 2008

During the year ended September 30, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended September 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
September 30, 2008 and no stock options held by our executive officers at the
end of the year ended September 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended September 30, 2008.

Director Compensation

Directors of our Company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our Company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended September 30, 2008, we did not pay any compensation or grant any stock
options to our directors.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of the directors or executive officers of our Company or
any associate or affiliate of our Company during the last two fiscal years, is
or has been indebted to our Company by way of guarantee, support agreement,
letter of credit or other similar agreement or understanding currently
outstanding.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCK HOLDER MATTERS.

The following table sets forth, as of December 18, 2008,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of
our common stock, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of Class(1)David Ward 2205 Arrowhead Court Kelowna, BC V1Y
      9S4
    152,000
    30.4%Ron Schlitt 1890 Ranchmont Cres.
      Kelowna, B.C. V1V 1T3
    152,000
    30.4%*Directors and
      Executive Officers as a Group(1)*
    304,000 common shares
    60.8%


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|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on December 18, 2008. As of December 18, 2008,
      there were 500,000 shares of our Companys common stock issued and
      outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

Equity Compensation Plan Information

As at September 30, 2008, we do not have any equity
compensation plans in place.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Except as described below, no director, executive officer,
principal shareholder holding at least 5% of our common shares, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction, during the year ended September 30, 2008,
in which the amount involved in the transaction exceeded or exceeds the lesser
of $120,000 or one percent of the average of our total assets at year end for
the last three completed fiscal years.

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 indebtedness to a related party. Through September 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. During the year ended September 30, 2008, RD Capital contributed an
additional $30,500 to paid-in-capital. RD Capital does not expect to be repaid
for its capital contributions to the Company.

During the year ended September 30, 2007, indebtedness of
$36,480 to RD Capital was forgiven and reclassified as paid-in capital.

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- 23 -

Director Independence

We currently act with two directors, consisting of David Ward
and Ron Schlitt. We have determined that we do not have a director that
qualifies as a independent director as defined in NASDAQ Marketplace Rule
4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our Company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. 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.

ITEM 13: EXHIBITS AND REPORTS

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                   
|(3)     | Articles of
        Incorporation and Bylaws                                                                                                                      
|3.1     | Articles of Incorporation (incorporated
        by reference from our Registration Statement on Form 10-SB filed on January
        19, 2000).                    
|3.2     | Amendment to
        Articles of Incorporation (incorporated by reference from our Registration
        Statement on Form 10-SB filed on January 19, 2000).       
|3.3     | By-laws (incorporated by reference
        from our Registration Statement on Form 10-SB filed on January 19, 2001).                                              
|(4)     | Instruments
        Defining Rights of Security Holders, Including Debentures                                                                                     
|4.1     | Specimen Informational Statement
        (incorporated by reference from our Registration Statement on Form 10-SB
        filed on January 19, 2000).             
|(31)    | Section 302
        Certifications                                                                                                                                
|31.1*   | Section
        302 Certification of Principal Executive Officer, Principal Financial
        Officer and Principal Accounting Officer                            
|(32)    | Section 906
        Certification                                                                                                                                 
|32.1*   | Section
        906 Certification of Principal Executive Officer Principal Executive Officer,
        Principal Financial Officer and Principal Accounting Officer
|(99)    | Additional
        Exhibits                                                                                                                                       
|99.1    | Form of Lockup Agreement (incorporated
        by reference from our Registration Statement on Form 10- SB filed on January
        19, 2000).                    

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- 24 -

*filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's independent registered
public accounting firm, for the years ended September 30, 2008 and September 30,
2007:

|Services           |   | 2008   |  |   | 2007   | 
|------------------ | - | ------ |  | - | ------ | 
|Audit fees         | $ | 18,306 |  | $ | 18,336 | 
|Audit related fees | $ | Nil    |  | $ | Nil    | 
|Tax fees           | $ | Nil    |  | $ | Nil    | 
|Total fees         | $ | 18,306 |  | $ | 18,336 | 

Audit Fees. Audit fees consist of fees billed for
professional services rendered for the audits of our financial statements,
reviews of our interim financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and other services that are normally provided by Williams &
Webster, P.S. for the fiscal years ended September 30, 2008 and 2007.

Audit related Fees. There were $18,306 audit related
fees paid to Williams & Webster, P.S. for the fiscal year ended September
30, 2008 and $Nil for the fiscal year ended September 30, 2007.

Tax Fees.Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

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 (the functions of which are performed by
  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.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our sole director either before or after the respective
services were rendered.

Our board of directors have considered the nature and amount of
fees billed by Williams & Webster, P.S. and believe that the provision of
services for activities unrelated to the audit is compatible with maintaining
Williams & Webster, P.S.s independence.

On September 30, 2008, the Company engaged De Joya Griffith
& Company, LLC as its new principal independent accountant with the approval
of the Companys board of directors. There were no audit fees or tax fees paid
to De Joya Griffith & Company for the year ended September 30, 2008.

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- 25 -

SIGNATURES

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

BLUE MOON INVESTMENTS

|By: | /s/ *David Ward*                                                | 
|--- | --------------------------------------------------------------- | 
|    | David Ward                                                      | 
|    | President, Chief Executive
      Officer,                       | 
|    | Chief Financial Officer and
      Director                      | 
|    | (Principal Executive Officer,
      Principal Financial Officer | 
|    | and Principal Accounting Officer)                               | 
|    |                                                                 | 
|    | Date: January 13,  2009                                         | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|By: | /s/ *David Ward*                                        |  | By | /s/ *Ron Schlitt*                
|--- | ------------------------------------------------------- |  | -- | ---------------------------------
|    | David Ward                                              |  |    | Ron Schlitt                      
|    | President, Chief Executive
      Officer,               |  |    | Secretary, Treasurer and Director
|    | Chief Financial Officer and
      Director              |  |    |                                  
|    | (Principal Executive Officer,
      Principal Financial |  |    |                                  
|    | Officer                                                 |  |    | Date: January 13,  2009          
|    | and Principal Accounting Officer)                       |  |    |                                  
|    |                                                         |  |    |                                  
|    | Date: January 13,  2009                                 |  |    |                                  

---