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

                                   FORM 10-KSB


[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005


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


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

                              BLUE MOON INVESTMENTS
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


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

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

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

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

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

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ X ]

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

The Issuer's revenues for its fiscal year ended September 30, 2005 were $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 price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) N/A

<PAGE>
                                     - 2 -


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

On September 30, 2005, the number of shares outstanding of the registrant's
Common Stock was 500,000.

Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__

<PAGE>
                                     - 3 -


                                     PART I
                                    BUSINESS

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

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

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

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

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

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

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

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

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

<PAGE>
                                     - 4 -


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

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

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

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

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

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

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

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

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

                                     PART II

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

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

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

Our common stock is not quoted at the present time. The Securities and Exchange
Commission has adopted a Rule that established the definition of a "penny
stock," for purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require:

<PAGE>
                                     - 5 -


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

          -    the broker or dealer receive from the investor a written
               agreement to the transaction, setting forth the identity and
               quantity of the penny stock to be purchased. In order to approve
               a person's account for transactions in penny stocks, the broker
               or dealer must

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

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

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

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

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

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

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

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

<PAGE>
                                     - 6 -


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

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

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

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

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

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

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

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

<PAGE>
                                     - 7 -


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

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

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

          -    the available technical, financial and managerial resources;

          -    working capital and other financial requirements;

          -    history of operations, if any;

          -    prospects for the future;

          -    nature of present and expected competition;

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

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

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

          -    the potential for growth or expansion;

          -    the potential for profit;

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

          -    name identification; and

          -    other relevant factors.

<PAGE>
                                     - 8 -


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

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

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

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

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

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

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

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

<PAGE>
                                     - 9 -


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

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

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

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

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

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

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

Our audited financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

The following audited financial statements are filed as part of this annual
report:

<PAGE>
                                     - 10 -


    Reports of Independent Registered Public Accounting Firm            11 - 12

    Balance Sheet as at September 30, 2005.......................         13

    Statements of Operations for the years ended
        September 30, 2005 and 2004..............................         14

    Statements of Changes in Shareholders' Deficit
         for the period from October 1, 2002
         through September 30, 2005..............................         15

    Statements of Cash Flows for the years ended
         September 30, 2005 and 2004.............................         16

    Notes to the Financial Statements...........................          17

<PAGE>
                                     - 11 -

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders
Blue Moon Investments, Inc.

We have audited the balance sheet of Blue Moon Investments, Inc. as of September
30, 2004 and the related statements of operations, changes in shareholders'
deficit and cash flows for the years ended September 30, 2004 and 2003 (not
separately included herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with 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
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Blue Moon Investments, Inc. as
of September 30, 2004, and the results of its operations and its cash flows for
the years ended September 30, 2004 and 2003 (not separately included herein) in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has a working capital deficiency as of September 30,
2004 and a history of recurring losses. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Cordovano and Honeck, P.C.
------------------------------
Cordovano and Honeck, P.C.
Denver, Colorado
December 18, 2004

<PAGE>
                                     - 12 -


Board of Directors
Blue Moon Investments, Inc.
Kelowna, British Columbia
CANADA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Blue Moon Investments, Inc. (a
development stage enterprise) as of September 30, 2005 and the related
statements of operations, stockholders' deficit and cash flows for the year then
ended and for the period from September 19, 1997 (inception) through September
30, 2005. 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. The financial statements of Blue Moon
Investments, Inc., Inc. as of September 30, 2004, were audited by other auditors
whose report dated December 18, 2004, included an explanatory paragraph that
described the conditions present which raised substantial doubt about the
Company's ability to continue as a going concern.

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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Blue Moon Investments, Inc., as
of September 30, 2005 and the results of its operations, stockholders' deficit
and its cash flows for the year then ended and for the period from September 19,
1997 (inception) through September 30, 2005 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses and has an
accumulated deficit at September 30, 2005. These factors 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/Williams & Webster, P.S.
---------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington

January 3, 2006

<PAGE>
                                     - 13 -

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

                                                 September 30,    September 30,
                                                     2005             2004
                                                  ---------        ---------
ASSETS

CURRENT ASSETS
     Cash                                         $   3,178        $     164
                                                  ---------        ---------

TOTAL ASSETS                                      $   3,178        $     164
                                                  =========        =========



LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued liabilities     $  13,704        $  12,198
     Indebtedness to related parties                 57,000           40,000
                                                  ---------        ---------

         TOTAL CURRENT LIABILITIES                   70,704           52,198
                                                  ---------        ---------


COMMITMENTS AND CONTINGENCIES                          --               --
                                                  ---------        ---------


STOCKHOLDERS' DEFICIT
     Common stock, 100,000,000 shares authorized;
         $0.0001 par value; 500,000 shares issued
         and outstanding                                 50               50
     Additional paid-in capital                      48,558           48,558
     Accumulated deficit during development stage  (116,134)        (100,642)
                                                  ---------        ---------

         TOTAL STOCKHOLDERS'  DEFICIT               (67,526)         (52,034)
                                                  ---------        ---------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $   3,178        $     164
                                                  =========        =========

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

<PAGE>
                                     - 14 -
<TABLE>

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

                                                                                           From Inception
                                                                                           (September 19,
                                                                                               1997)
                                                      Year Ended         Year Ended           through
                                                     September 30,      September 30,      September 30,
                                                          2005              2004                2005
                                                     --------------     --------------     --------------
<S>                                                  <C>                <C>                <C>
REVENUES                                             $         --       $         --       $         --
                                                     --------------     --------------     --------------


EXPENSES
     Selling, general and administrative expenses            15,492              8,067             84,720
     Offering costs                                            --               31,406             31,406
     Interest expense                                          --                    8                  8
                                                     --------------     --------------     --------------

        TOTAL EXPENSES                                       15,492             39,481            116,134
                                                     --------------     --------------     --------------


LOSS FROM OPERATIONS                                        (15,492)           (39,481)          (116,134)
                                                     --------------     --------------     --------------


LOSS BEFORE TAXES                                           (15,492)           (39,481)          (116,134)


INCOME TAXES                                                   --                 --                 --
                                                     --------------     --------------     --------------


NET LOSS                                             $      (15,492)    $      (39,481)    $     (116,134)
                                                     ==============     ==============     ==============


     NET LOSS PER COMMON SHARE,
        BASIC AND DILUTED                            $        (0.03)    $        (0.08)
                                                     ==============     ==============

     WEIGHTED AVERAGE NUMBER
        OF COMMON SHARES OUTSTANDING,
        BASIC AND DILUTED                                   500,000            500,000
                                                     ==============     ==============
</TABLE>

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

<PAGE>
                                     - 15 -
<TABLE>

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                Deficit
                                                        Common Stock                            Accumulated
                                                        ----------------------    Additional    During           Total
                                                        Number                    Paid-In       Development      Stockholders'
                                                        of Shares    Amount       Capital       Stage            Deficit
                                                        ---------    ---------    ---------     ---------        ---------


<S>                                                     <C>          <C>          <C>           <C>              <C>
Balance, September 19, 1997 (Inception)                      --      $    --      $    --       $    --          $    --

    Common stock issued in exchange for services          500,000           50         --            --                 50

    Net loss for the year ended September 30, 1997           --           --           --             (50)             (50)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 1997                               500,000           50         --             (50)            --

    Net loss for the year ended September 30, 1998           --           --           --            --               --
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 1998                               500,000           50         --             (50)            --

    Expenses paid by third party
     on behalf of the Company                                --           --            332          --                332

    Net loss for the year ended September 30, 1999           --           --           --          (1,922)          (1,922)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 1999                               500,000           50          332        (1,972)          (1,590)

    Expenses paid by third party
     on behalf of the Company                                --           --          6,897          --              6,897

    Net loss for the year ended September 30, 2000           --           --           --          (6,893)          (6,893)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2000                               500,000           50        7,229        (8,865)          (1,586)

    Third party expenses paid by an affiliate on
     behalf of the company                                   --           --         35,011          --             35,011

    Net loss for the year ended September 30, 2001           --           --           --         (15,954)         (15,954)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2001                               500,000           50       42,240       (24,819)          17,471

    Third party expenses paid by an affiliate on
     behalf of the company                                   --           --          8,318          --              8,318

    Net loss for the year ended September 30, 2002           --           --           --         (12,246)         (12,246)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2002                               500,000           50       50,558       (37,065)          13,543

    Reclassification of advances received from
     an affiliate to "indebtedness to related party"         --           --         (2,000)         --             (2,000)

    Net loss for the year ended September 30, 2003           --           --           --         (24,096)         (24,096)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2003                               500,000           50       48,558       (61,161)         (12,553)

    Working capital contributions received
     from an affiliate                                       --           --           --            --               --

    Net loss for the year ended September 30, 2004           --           --           --         (39,481)         (39,481)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2004                               500,000           50       48,558      (100,642)         (52,034)

    Net loss for the year ended September 30, 2005           --           --           --         (15,492)         (15,492)
                                                        ---------    ---------    ---------     ---------        ---------

Balance, September 30, 2005                               500,000    $      50    $  48,558     $(116,134)       $ (67,526)
                                                        =========    =========    =========     =========        =========
</TABLE>

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

<PAGE>
                                     - 16 -
<TABLE>

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


                                                                                                     From Inception
                                                                                                      (September 19,
                                                                                                          1997)
                                                                     Year Ended      Year Ended         through
                                                                    September 30,    September 30,    September 30,
                                                                        2005            2004              2005
                                                                    ------------     ------------     ------------
<S>                                                                      <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                      $    (15,492)    $    (39,481)    $   (116,134)
      Adjustments to reconcile net loss to net cash used
        in operating activities:
           Loss incurred on offering costs                                  --             31,406           31,406
           Increase (decrease) in accounts payable and
              accrued liabilities                                          1,506             (108)          13,704
                                                                    ------------     ------------     ------------
           Net cash used by operating activities                         (13,986)          (8,183)         (71,024)
                                                                    ------------     ------------     ------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:                                --               --               --
                                                                    ------------     ------------     ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
      Common stock issued for services                                      --               --                 50
      Payments for deferred offering costs                                  --               --            (31,406)
      Proceeds from related party advances                                17,000            5,700           57,000
      Capital contributed by an affiliate                                   --               --             48,558
                                                                    ------------     ------------     ------------
           Net cash provided by financing activities                      17,000            5,700           74,202
                                                                    ------------     ------------     ------------

      NET INCREASE (DECREASE) IN CASH                                      3,014           (2,483)           3,178

CASH, BEGINNING OF PERIOD                                                    164            2,647             --
                                                                    ------------     ------------     ------------

CASH, END OF PERIOD                                                 $      3,178     $        164     $      3,178
                                                                    ============     ============     ============
SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid                                                 $       --       $          8     $          8
                                                                    ============     ============     ============
      Income taxes paid                                             $       --       $       --       $       --
                                                                    ============     ============     ============

NON-CASH TRANSACTIONS:
      500,000 shares of common stock issued for services            $       --       $       --       $         50

</TABLE>

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

<PAGE>
                                     - 17 -

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company has been in a development stage since its inception on September 19,
1997 and has not realized any revenues from its planned operations. The
Company's year end is September 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America, and have been
consistently applied in the preparation of the financial statements.

Accounting Method
-----------------
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.

Basic and Diluted Net Loss Per Share
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. At September 30, 2005,
basic and diluted loss per share are 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.

Compensated Absences
--------------------
Currently, the Company has no employees; therefore, no liability has been
recorded in the accompanying financial statements. The Company's policy will be
to recognize the costs of compensated absences when there are employees who earn
such benefits.

<PAGE>
                                     - 18 -

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities", and SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities", which is effective for the Company as of
January 1, 2001. These statements establish accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. The Company has not entered into
derivatives contracts to hedge existing risks or for speculative purposes.

For the year ended September 30, 2005, the Company has not engaged in any
transactions that would be considered derivative instrument or hedging
activities.

Development Stage Activities
----------------------------
The Company has been in the development stage since its formation and has not
realized any revenue from operations. It will be primarily engaged in
evaluating, structuring, and completing a merger with, or acquisition of, a
privately owned corporation.

Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments as defined by Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," may include cash, receivables, advances, accounts payable and
accrued expenses. All such instruments are accounted for on a historical cost
basis, which, due to the short maturity of these financial instruments,
approximates fair value at September 30, 2005.

Going Concern
-------------
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company has no revenues, minimal cash, and recurring
losses since inception. These factors, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.


<PAGE>
                                     - 19 -


BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. Management's plans are to
engage in evaluating, structuring, and completing a merger with, or acquisition
of, a privately owned corporation. These plans, if successful, will mitigate the
factors which raise substantial doubt about the Company's ability to continue as
a going concern. The Company's continuation as a going concern is dependent upon
continuing capital contributions from an affiliate to meet its obligations on a
timely basis, consummating a business combination with an operating company, and
ultimately attaining profitability. There is no assurance that the affiliate
will continue to provide capital to the Company or that the Company can identify
a target company and consummate a business combination. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"). Under this approach, deferred income taxes are recorded
to reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year-end. A valuation allowance is recorded against the deferred tax asset if
management does not believe the Company has met the "more likely than not"
standard imposed by SFAS No. 109 to allow recognition of such an asset.

Recent Accounting Pronouncements
--------------------------------
In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections," (hereinafter "SFAS No. 154") which replaces Accounting Principles
Board Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes
in accounting principle and error corrections. SFAS No. 154 requires that
changes in accounting principle be applied retrospectively to prior period
financial statements and is effective for fiscal years beginning after December
15, 2005. The Company does not expect SFAS No. 154 to have a material impact on
its financial position, results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets an
amendment of ARB Opinion No. 29." This statement addresses the measurement of
exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting
for Nonmonetary Transactions," is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions to
that principle. This statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

<PAGE>
                                     - 20 -

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


In December 2004, the Financial Accounting Standards Board issued a revision to
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" (hereinafter "SFAS No. 123R"). This statement supercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
SFAS No. 123. This statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans." The Company has
determined that there was no impact to its financial statements from the
adoption of this statement.

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151,
"Inventory Costs-- an amendment of ARB No. 43, Chapter 4." This statement amends
the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of this statement will have any immediate material impact on the
Company as the Company maintains no inventory.

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.

<PAGE>
                                     - 21 -

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


NOTE 3 - INCOME TAXES

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

                                                        For the Years Ended
                                                            September 30,
                                                     ------------------------
                                                        2005          2004
                                                     ----------    ----------
    U.S. statutory federal rate. ..................     34.00%        15.00%
    Net operating loss (NOL) for which no tax
        benefit is currently available.............    -34.00%       -15.00%
                                                     ----------    ----------
                                                         0.00%         0.00%
                                                     ==========    ==========



At September 30, 2005, the Company had deferred tax assets before offsetting
valuation allowance calculated at an expected rate of 34% of $39,485. At
September 30, 2004, the Company had deferred tax assets before offsetting
valuation allowance calculated at an expected rate of 15% of $15,096.

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, 2005 and 2004, the Company has net operating loss carryforwards
of $116,134 and $100,642, respectfully, which will expire through the year 2025.
The change in valuation allowance from September 30, 2004 to September 30, 2005
is $24,389. This change is primarily due to the change in the Company's net
operating loss carryforwards and the change in management's estimate of
applicable tax rates.

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

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

<PAGE>
                                     - 22 -

BLUE MOON INVESTMENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company maintains a mailing address at the offices of RD Capital, Inc. ("RD
Capital"), an affiliate under common control. At this time, the Company has no
need for an office.

RD Capital has assumed responsibility for funding the Company's limited
operations. The Company accounts for such proceeds as contributed capital or as
indebtness to a related party. No capital contributions were made during the
years ended September 30, 2005 and 2004, respectfully. Through September 30,
2005, RD Capital has contributed a total of $48,558 on behalf of the
stockholders, which is included in the accompanying financial statements as
"additional paid-in capital." RD Capital does not expect to be repaid for its
capital contributions to the Company.

During the three months ended December 31, 2002, the Company reclassified $2,000
from "additional paid-in capital" to "indebtedness to related party" to report
working capital advances received from RD Capital.

The Company was indebted to RD Capital in the amount of $26,000 for working
capital advances received through September 30, 2004. The advances are interest
free and are due on demand. The advances are included in the financial
statements as "indebtedness to related parties". The affiliate advanced the
Company an additional $8,500 for working capital during the year ended September
30, 2005. As of September 30, 2005, the Company is indebted to the affiliate for
$34,500. Management plans to settle the liability for cash or stock. The fair
value of the related party debt approximates fair value due to the short-term
maturity of the instruments.

LME Holdings Co., Ltd., a shareholder, advanced the Company $8,500 and, $2,850,
respectively, for working capital during the years ended September 30, 2005 and
2004. The advances, reflected in the financial statements as "indebtedness to
related parties", are interest free, due on demand. Management plans to settle
the liability for cash or stock. The fair value of the related party debt
approximates fair value due to the short-term maturity of the instruments.


NOTE 5 - COMMON STOCK

During the year ended September 30, 1997, the Company issued 500,000 shares of
common stock in exchange for services. There have been no issuances of the
Company's common stock after September 30, 1997.

<PAGE>
                                     - 23 -


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


We have engaged new auditors as our independent accountants to audit our
financial statements. The former auditors, Cordovano & Honeck, LLP resigned as
our auditors on December 5, 2005 and on December 5, 2005, our board of directors
approved the change of independent accountants and appointed Williams & Webster,
P.S. as our independent accountants.

During the years ended September 30, 2003 and September 30, 2004, there were no
disagreements with our former accountants, Cordovano & Honeck, LLP, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

During the years ended September 30, 2003 and September 30, 2004, our former
accountant's report on our financial statements contained the qualification that
our financial statements were prepared assuming that we will continue as a going
concern. Given that we have suffered losses from operations and the satisfaction
of liabilities and commitments are dependent upon our ability to meet our future
financing requirements and the success of its future operations, there is
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Other than the qualification regarding uncertainty
of our ability to continue as a going concern, our former accountant's report on
our financial statements did not contain an adverse opinion, a disclaimer of
opinion or qualification or modification as to uncertainty, audit scope or
accounting principles.

We have engaged the firm of Williams & Webster, P.S. as of December 5, 2005.
During the years ended September 30, 2003 and September 30, 2004, Williams &
Webster, P.S. was not consulted on any matter relating to accounting principles
to a specific completed or proposed transaction or the type of audit opinion
that might be rendered on our financial statements. During the years ended
September 30, 2003 and September 30, 2004,Williams & Webster, P.S. did not
provide any written or oral advice that was an important factor considered by it
in reaching any decision as to accounting, auditing or financial reporting
issues.

Item 8A.  Controls and Procedures
---------------------------------

As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, being September 30, 2005, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our management, including our
president and chief executive officer. Based upon that evaluation, our president
and chief executive officer concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.

<PAGE>
                                     - 24 -


                                    PART III

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

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

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

     David Ward             43        President, Chief Executive Officer and
                                      Chief Financial Officer and Director
     Ron Schlitt            44        Secretary, Treasurer and Director

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

Business Experience
-------------------

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

Resumes
-------

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

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

Family Relationships
--------------------

There are no family relationships among our directors and officers.

<PAGE>
                                     - 25 -


Board and Committee Meetings
----------------------------

The Board of Directors of the Company held no formal meetings during the year
ended September 30, 2005. All proceedings of the Board of Directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporate Law and the
By-laws of the Company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

For the year ended September 30, 2005 our only standing committee of the Board
of Directors was our audit committee.

Audit Committee
---------------

Currently our audit committee consists of our entire Board of Directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.

During fiscal 2004/2005, there were informal meetings held by this Committee.
The business of the Audit Committee was conducted by resolutions consented to in
writing by all the members and filed with the minutes of the proceedings of the
Audit Committee.

Audit Committee Financial Expert
--------------------------------

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.

We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date.

Involvement in Certain Legal Proceedings
----------------------------------------

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

      1. any bankruptcy petition filed by or against any business of which such
         person was a general partner or executive officer either at the time of
         the bankruptcy or within two years prior to that time;

      2. any conviction in a criminal proceeding or being subject to a pending
         criminal proceeding (excluding traffic violations and other minor
         offences);

      3. being subject to any order, judgment, or decree, not subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently or temporarily enjoining, barring, suspending or otherwise
         limiting his involvement in any type of business, securities or banking
         activities; or

<PAGE>
                                     - 26 -


      4. being found by a court of competent jurisdiction (in a civil action),
         the Commission or the Commodity Futures Trading Commission to have
         violated a federal or state securities or commodities law, and the
         judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance
---------------------------------------------

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended September 30, 2005, all filing requirements applicable
to its officers, directors and greater than 10% percent beneficial owners were
complied with.

Code of Ethics
--------------

Effective December 1, 2005, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
President and Secretary (being our principal executive officer, principal
financial officer and principal accounting officer), as well as persons
performing similar functions. As adopted, our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:

      1. honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

      2. full, fair, accurate, timely, and understandable disclosure in reports
         and documents that we file with, or submit to, the Securities and
         Exchange Commission and in other public communications made by us;

      3. compliance with applicable governmental laws, rules and regulations;

      4. the prompt internal reporting of violations of the Code of Business
         Conduct and Ethics to an appropriate person or persons identified in
         the Code of Business Conduct and Ethics; and

      5. accountability for adherence to the Code of Business Conduct and
         Ethics.

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 is filed with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report. 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 810, 1708 Dolphin
Avenue, Kelowna, British Columbia, V1Y 9S4.

<PAGE>
                                     - 27 -


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

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

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

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

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

<TABLE>

                                              SUMMARY COMPENSATION TABLE

<CAPTION>
                                                                              Long Term Compensation
---------------------------------------------------------------------- -------------------------------------- ----------
                                         Annual Compensation                    Awards            Payouts
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
David Ward,              2004/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President                2005
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Ron Schlitt,             2004/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2005
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

<PAGE>
                                     - 28 -



Long-Term Incentive Plans
-------------------------

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

Compensation Of Directors
-------------------------

We reimburse our directors for expenses incurred in connection with attending
board meetings. We did not pay director's fees or other cash compensation for
services rendered as a director in the year ended September 30, 2005.

We have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.

Employment Contracts
--------------------

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

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

The following table provides information regarding the beneficial ownership of
our common stock as of September 30, 2005 by:

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

     *    each of our directors and named executive officers, and

<PAGE>
                                     - 29 -


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

                       Name and Address      Amount and Nature        Percent
     Title of Class    of Beneficial Owner   of Beneficial Owner      of Class
     ---------------   --------------------  ----------------------   --------
     Common Stock      David Ward            152,000 common shares    30.4%
                       19690 - 50th Avenue   Direct Ownership
                       Langley, B.C.
                       V3A 4J2

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

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

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

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.

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

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

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

     (A)  Exhibits

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

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

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

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

13.1            Form 10QSB for the Period ended December 31, 2004, filed on
                February 14, 2005, incorporated herein by reference.

13.2            Form 10QSB for the Period ended March 31, 2005, filed on
                May 16, 2005, incorporated herein by reference.

13.3            Form 10QSB for the Period ended June 30, 2005, filed on
                August 9, 2005, incorporated herein by reference.

<PAGE>
                                     - 30 -



14.1            Code of Business Conduct and Ethics

31              Section 302 Certification

32              Section 906 Certification

     (B)  Reports on Form 8-K

None

Item 14.  Principal Accountant Fees and Services
------------------------------------------------

Audit Fees
----------

For the period ended September 30, 2005, the aggregate fees billed by Williams &
Webster, P.S. for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB were $2,500.
For the fiscal year ended September 30, 2004, the aggregate fees billed by
Cordovano & Honeck, P.C. for professional services rendered for the audit of our
annual financial statements included in our annual report on Form 10-KSB were
$2,000.

Audit Related Fees
------------------

For the period ended September 30, 2005, no aggregate fees were billed for
assurance and related services by Williams & Webster, P.S. relating to the
performance of the audit of our financial statements which are not reported
under the caption "Audit Fees" above. For the fiscal year ended September 30,
2004, the aggregate fees billed for assurance and related services by Cordovano
& Honeck, P.C. relating to the performance of the audit of our financial
statements which are not reported under the caption "Audit Fees" above, was
$850.00.

Tax Fees

For the period ended September 30, 2005, no aggregate fees were billed by
Williams & Webster, P.S. for other non-audit professional services, other than
those services listed above. For the fiscal year ended September 30, 2004, the
aggregate fees billed by Cordovano & Honeck, P.C. for other non-audit
professional services, other than those services listed above, totalled $NIL.

We do not use Williams & Webster, P.S. or Cordovano & Honeck, P.C. 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. or Cordovano & Honeck, P.C. to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Williams & Webster, P.S. is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     -    approved by our audit committee (which consists of our entire board of
          directors); or

     -    entered into pursuant to pre-approval policies and procedures
          established by the board of directors, provided the policies and
          procedures are detailed as to the particular service, the board of
          directors is informed of each service, and such policies and
          procedures do not include delegation of the board of directors'
          responsibilities to management.

<PAGE>
                                     - 31 -


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

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


                                   SIGNATURES

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

                                 BLUE MOON INVESTMENTS


Dated:  January 12, 2006         Per:   /s/ David Ward
                                        --------------------------------------
                                        David Ward,
                                        President, C.E.O., C.F.O. and Director

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

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

                                       January 12, 2006
                                       ----------------------------------------
                                       Date