**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,
                2006





[
                ]
            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, 2006 were
      $0.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.) N/A

















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





On
      September 30, 2006, the number of shares outstanding of the registrant's Common
      Stock was 500,000.





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














**PART
      I**


**BUSINESS**





**Item
      1. Description of Business**





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





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





Lock-up
      Agreement





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





Investment
      Company Act of 1940





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





Investment
      Advisors Act of 1940





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














Forward
      Looking Statements





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





**Item
      2. Description of Property**





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





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





**Item
      3. Legal Proceedings**





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





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





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





**PART
      II**





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





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





Market
      Price





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














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





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





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





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





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





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





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





**Item
      6. Plan of Operation**





We
      intend
      to seek to acquire assets or shares of an entity actively engaged in a business
      that generates revenues, in exchange for its securities. We have not identified
      a particular acquisition target and have not entered into any negotiations
      regarding an acquisition. None of our officers, directors, promoters or
      affiliates have engaged in any preliminary contact or discussions with any
      representative of any other company regarding the possibility of an acquisition
      or merger with us as of the date of this registration statement.





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














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.





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.





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.





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:





Report
      of
      Independent Registered Public Accounting Firm


Balance
      Sheet as at September 30, 2006


Statements
      of Operations for the years ended September 30, 2006 and 2005


Statements
      of Changes in Shareholders’ Deficit for the period from October 1, 2002 through
      September 30, 2006


Statements
      of Cash Flows for the years ended September 30, 2006 and 2005


Notes
      to
      the Financial Statements





























**BLUE
      MOON INVESTMENTS, INC.**


(A
      development Stage Enterprise)





Financial
      Statements


**(Expressed
      in U.S. Dollars)**





(Audited)


September
      30, 2006




















**Index**








Report
      of
      Independent Registered Public Accounting Firm





Balance
      Sheets





Statements
      of Operations





Statements
      of Stockholders’ Deficit





Statements
      of Cash Flows





Notes
      to
      Financial Statements




















**Board
      of Directors**


**Blue
      Moon Investments, Inc.**


**Kelowna,
      British Columbia**


**CANADA**





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We
      have
      audited the accompanying balance sheets of Blue Moon Investments, Inc. (a
      development stage enterprise) as of September 30, 2006 and 2005, and the related
      statements of operations, stockholders’ deficit and cash flows for the years
      then ended and for the period from September 19, 1997 (inception) through
      September 30, 2006. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audit.





We
      conducted our audit in accordance with 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, 2006 and 2005, and the results of its operations, stockholders’
deficit and its cash flows for the years then ended and for the period from
      September 19, 1997 (inception) through September 30, 2006 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 minimal cash and has suffered recurring losses
      and
      has an accumulated deficit at September 30, 2006. 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


December
      20, 2006


















**BLUE
                  MOON INVESTMENTS, INC.****(A
                  Development Stage Enterprise)****BALANCE
                  SHEETS**September
                  30,2006
              
              2005**ASSETS**CURRENT
                  ASSETSCash
              
              $
              3,598
              
              $
              3,178**TOTAL
                  ASSETS**
              
              $
              3,598
              
              $
              3,178**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**CURRENT
                  LIABILITIESAccounts
                  payable and accrued liabilities
              
              $
              11,250
              
              $
              13,704Indebtedness
                  to related parties
              
              
              75,500
              
              
              57,000TOTAL
                  CURRENT LIABILITIES
              
              
              86,750
              
              
              70,704COMMITMENTS
                  AND CONTINGENCIES
              
              
              
              
              
              -STOCKHOLDERS'
                  DEFICITCommon
                  stock, 100,000,000 shares authorized; $0.0001par
                  value; 500,000 shares issued and outstanding
              
              
              50
              
              
              50Additional
                  paid-in capital
              
              
              48,558
              
              
              48,558Accumulated
                  deficit during development stage
              
              
              (131,760
              )
              
              (116,134
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              
              (83,152
              )
              
              (67,526
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT**
              
              $
              3,598
              
              $
              3,178





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












**BLUE
                  MOON INVESTMENTS, INC.****(A
                  Development Stage Enterprise)****STATEMENTS
                  OF OPERATIONS**From
                  Inception(September
                  19,1997)Year
                  Ended
              
              throughSeptember
                  30,
              
              September
                  30,2006
              
              2005
              
              2006REVENUES
              
              $
              -
              
              $
              -
              
              $
              -EXPENSESSelling,
                  general and administrative expenses
              
              
              15,626
              
              
              15,492
              
              
              100,346Offering
                  costs
              
              
              -
              
              
              -
              
              
              31,406Interest
                  expense
              
              
              -
              
              
              -
              
              
              8TOTAL
                  EXPENSES
              
              
              15,626
              
              
              15,492
              
              
              131,760LOSS
                  FROM OPERATIONS
              
              
              (15,626
              )
              
              (15,492
              )
              
              (131,760
              )LOSS
                  BEFORE TAXES
              
              
              (15,626
              )
              
              (15,492
              )
              
              (131,760
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (15,626
              )
              $
              (15,492
              )
              $
              (131,760
              )NET
                  LOSS PER COMMON SHARE,BASIC
                  AND DILUTED
              
              $
              (0.03
              )
              $
              (0.03
              )WEIGHTED
                  AVERAGE NUMBEROF
                  COMMON SHARES OUTSTANDING,BASIC
                  AND DILUTED
              
              
              500,000
              
              
              500,000




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


**BLUE
                    MOON INVESTMENTS, INC.****(A
                    Development Stage Enterprise)****STATEMENT
                    OF STOCKHOLDERS' DEFICIT**DeficitAccumulatedCommon
                    Stock
                
                Additional
                
                During
                
                TotalNumber
                
                
                
                Paid-In
                
                Development
                
                Stockholders'of
                    Shares
                
                Amount
                
                Capital
                
                Stage
                
                DeficitBalance,
                    September 19, 1997 (Inception)
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Common
                    stock issued in exchange for services
                
                
                500,000
                
                
                50
                
                
                -
                
                
                -
                
                
                50Net
                    loss for the year ended September 30, 1997
                
                
                -
                
                
                -
                
                
                -
                
                
                (50
                )
                
                (50
                )Balance,
                    September 30, 1997
                
                
                500,000
                
                
                50
                
                
                -
                
                
                (50
                )
                
                -Net
                    loss for the year ended September 30, 1998
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balance,
                    September 30, 1998
                
                
                500,000
                
                
                50
                
                
                -
                
                
                (50
                )
                
                -Expenses
                    paid by third partyon
                    behalf of the Company
                
                
                -
                
                
                -
                
                
                332
                
                
                -
                
                
                332Net
                    loss for the year ended September 30, 1999
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,922
                )
                
                (1,922
                )Balance,
                    September 30, 1999
                
                
                500,000
                
                
                50
                
                
                332
                
                
                (1,972
                )
                
                (1,590
                )Expenses
                    paid by third partyon
                    behalf of the Company
                
                
                -
                
                
                -
                
                
                6,897
                
                
                -
                
                
                6,897Net
                    loss for the year ended September 30, 2000
                
                
                -
                
                
                -
                
                
                -
                
                
                (6,893
                )
                
                (6,893
                )Balance,
                    September 30, 2000
                
                
                500,000
                
                
                50
                
                
                7,229
                
                
                (8,865
                )
                
                (1,586
                )Third
                    party expenses paid by an affiliate onbehalf
                    of the company
                
                
                -
                
                
                -
                
                
                35,011
                
                
                -
                
                
                35,011Net
                    loss for the year ended September 30, 2001
                
                
                -
                
                
                -
                
                
                -
                
                
                (15,954
                )
                
                (15,954
                )Balance,
                    September 30, 2001
                
                
                500,000
                
                
                50
                
                
                42,240
                
                
                (24,819
                )
                
                17,471Third
                    party expenses paid by an affiliate onbehalf
                    of the company
                
                
                -
                
                
                -
                
                
                8,318
                
                
                -
                
                
                8,318Net
                    loss for the year ended September 30, 2002
                
                
                -
                
                
                -
                
                
                -
                
                
                (12,246
                )
                
                (12,246
                )Balance,
                    September 30, 2002
                
                
                500,000
                
                
                50
                
                
                50,558
                
                
                (37,065
                )
                
                13,543Reclassification
                    of advances received froman
                    affiliate to "indebtedness to related party"
                
                
                -
                
                
                -
                
                
                (2,000
                )
                
                -
                
                
                (2,000
                )Net
                    loss for the year ended September 30, 2003
                
                
                -
                
                
                -
                
                
                -
                
                
                (24,096
                )
                
                (24,096
                )Balance,
                    September 30, 2003
                
                
                500,000
                
                
                50
                
                
                48,558
                
                
                (61,161
                )
                
                (12,553
                )Net
                    loss for the year ended September 30, 2004
                
                
                -
                
                
                -
                
                
                -
                
                
                (39,481
                )
                
                (39,481
                )Balance,
                    September 30, 2004
                
                
                500,000
                
                
                50
                
                
                48,558
                
                
                (100,642
                )
                
                (52,034
                )Net
                    loss for the year ended September 30, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                (15,492
                )
                
                (15,492
                )Balance,
                    September 30, 2005
                
                
                500,000
                
                
                50
                
                
                48,558
                
                
                (116,134
                )
                
                (67,526
                )Net
                    loss for the year ended September 30, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                (15,626.00
                )
                
                (15,626
                )Balance,
                    September 30, 2006
                
                
                500,000
                
                $
                50
                
                $
                48,558
                
                $
                (131,760
                )
                $
                (83,152
                )
  The
          accompanying notes are an integral part of these financial
          statements.
  
   **BLUE
                      MOON INVESTMENTS, INC.****(A
                      Development Stage Enterprise)****STATEMENTS
                      OF CASH FLOWS**From
                      Inception(September
                      19,1997)Year
                      Ended
                  
                  throughSeptember
                      30,
                  
                  September
                      30,2006
                  
                  2005
                  
                  2006**CASH
                      FLOWS FROM OPERATING ACTIVITIES:**Net
                      loss
                  
                  $
                  (15,626
                  )
                  $
                  (15,492
                  )
                  $
                  (131,760
                  )Adjustments
                      to reconcile net loss to net cash used in operating
                      activities:Loss
                      incurred on offering costs
                  
                  
                  -
                  
                  
                  -
                  
                  
                  31,406Increase
                      (decrease) in accounts payable and accrued liabilities
                  
                  
                  (2,454
                  )
                  
                  1,506
                  
                  
                  11,250Net
                      cash used by operating activities
                  
                  
                  (18,080
                  )
                  
                  (13,986
                  )
                  
                  (89,104
                  )**CASH
                      FLOWS PROVIDED BY INVESTING ACTIVITIES:**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**CASH
                      FLOWS PROVIDED BY FINANCING ACTIVITIES:**Common
                      stock issued for services
                  
                  
                  -
                  
                  
                  -
                  
                  
                  50Payments
                      for deferred offering costs
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (31,406
                  )Proceeds
                      from related party advances
                  
                  
                  18,500
                  
                  
                  17,000
                  
                  
                  75,500Capital
                      contributed by an affiliate
                  
                  
                  -
                  
                  
                  -
                  
                  
                  48,558Net
                      cash provided by financing activities
                  
                  
                  18,500
                  
                  
                  17,000
                  
                  
                  92,702**NET
                      INCREASE IN CASH**
                  
                  
                  420
                  
                  
                  3,014
                  
                  
                  3,598**CASH,
                      BEGINNING OF PERIOD**
                  
                  
                  3,178
                  
                  
                  164
                  
                  
                  -**CASH,
                      END OF PERIOD**
                  
                  $
                  3,598
                  
                  $
                  3,178
                  
                  $
                  3,598**SUPPLEMENTAL
                      CASH FLOW INFORMATION:**Interest
                      paid
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  8Income
                      taxes paid
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -**NON-CASH
                      TRANSACTIONS:**Common
                      stock issued for services
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  50
 The
            accompanying notes are an integral part of these financial
            statements.













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





There
      were no other changes or disagreements with Accountants or Auditors during
      the
      fiscal year ended September 30, 2006 except as noted below.





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





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





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





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





**Item
      8A. Controls and Procedures**





**(a)**  **Evaluation
      of disclosure controls and procedures.**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), the Company carried out an evaluation under the
      supervision and with the participation of the Company's management, including
      the President and Chief Executive Officer and the Chief Financial Officer,
      of
      the effectiveness of the Company's disclosure controls and procedures as of
      September 30, 2006. In designing and evaluating the Company's disclosure
      controls and procedures, the Company and its management recognize that there
      are
      inherent limitations to the effectiveness of any system of disclosure controls
      and procedures, including the possibility of human error and the circumvention
      or overriding of the controls and procedures. Accordingly, even effective
      disclosure controls and procedures can only provide reasonable assurance of
      achieving their desired control objectives. Additionally, in evaluating and
      implementing possible controls and procedures, the Company's management was
      required to apply its reasonable judgment. Furthermore, in the course of this
      evaluation, management considered certain internal control areas, in which
      we
      have made and are continuing to make changes to improve and enhance controls.
      Based upon the required evaluation, the Chief Executive Officer and the Chief
      Financial Officer concluded that as of September 30, 2006, the Company's
      disclosure controls and procedures were effective (at the "reasonable assurance"
      level mentioned above) to ensure that information required to be disclosed
      by
      the Company in the reports it files or submits under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission's rules and forms.

















From
      time-to-time, the Company and its management have conducted and will continue
      to
      conduct further reviews and, from time to time put in place additional
      documentation, of the Company's disclosure controls and procedures, as well
      as
      its internal control over financial reporting. The Company may from time to
      time
      make changes aimed at enhancing their effectiveness, as well as changes aimed
      at
      ensuring that the Company's systems evolve with, and meet the needs of, the
      Company's business. These changes may include changes necessary or desirable
      to
      address recommendations of the Company's management, its counsel and/or its
      independent auditors, including any recommendations of its independent auditors
      arising out of their audits and reviews of the Company's financial statements.
      These changes may include changes to the Company's own systems, as well as
      to
      the systems of businesses that the Company has acquired or that the Company
      may
      acquire in the future and will, if made, be intended to enhance the
      effectiveness of the Company's controls and procedures. The Company is also
      continually striving to improve its management and operational efficiency and
      the Company expects that its efforts in that regard will from time to time
      directly or indirectly affect the Company's disclosure controls and procedures,
      as well as the Company's internal control over financial reporting.





**(b)**  **Changes
      in internal controls.**





There
      were no significant changes in the Company's internal controls or other factors
      that could significantly affect the Company's internal controls subsequent
      to
      the date of their evaluation.





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control
      Persons;**


**Compliance
      with Section 16(a) of the Exchange Act.**





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





**Name**
            **Age**
            **Position**David
                Ward
            44
            President,
                Chief Executive Officer and Chief Financial Officer and
                DirectorRon
                Schlitt
            45
            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.





*Board
      and Committee Meetings*





The
      Board
      of Directors of the Company held no formal meetings during the year ended
      September 30, 2006. 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, 2006 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 2005/2006, 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





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, 2006, 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 was filed with the Securities and Exchange
      Commission as Exhibit 14.1 to our annual report for the year ended September
      30,
      2005. We will provide a copy of the Code of Business Conduct and Ethics to
      any
      person without charge, upon request. Requests can be sent to: Blue Moon
      Investments, Suite 810, 1708 Dolphin Avenue, Kelowna, British Columbia, V1Y
      9S4.





**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.


**SUMMARY
                  COMPENSATION TABLE**Long
                  Term CompensationAnnual
                  Compensation
              Awards
              Payouts(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)Name
                  and Principle Position
              Year
              Salary
                ($)
              Bonus
                ($)
              Other
                Annual
                  Comp-
                ensation
                ($)
              Restricted
                Stock
                Award(s)
                ($)
              Securities
                Underlying
                Option/SARs
                (#)
              LTIP
                Payouts
                ($)
              All
                Other
                Comp-
                ensation
                ($)David
                  Ward,
                President
              2005/
                2006
              $0.00
              $0.00
              $0.00
              $0.00
              0
              $0.00
              $0.00Ron
                  Schlitt,
                Secretary,
                  Treasurer and Director
              2005/
                2006
              $0.00
              $0.00
              $0.00
              $0.00
              0
              $0.00
              $0.00




*Long-Term
      Incentive Plans*





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





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





*Compensation
      Of Directors*





We
      reimburse our directors for expenses incurred in connection with attending
      board
      meetings. We did not pay director's fees or other cash compensation for services
      rendered as a director in the year ended September 30, 2006.














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, 2006 by:





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





*
            each
                of our directors and named executive officers,
                and





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





**Title
                of Class**
            **Name
                and Address**
              **of
                Beneficial Owner**
            **Amount
                and Nature**
              **of
                Beneficial Owner**
            **Percent**
              **of
                Class**Common
                Stock
            David
                Ward
              19690
                - 50thAvenue
              Langley,
                B.C.
              V3A
                4J2
            152,000
                common shares
              Direct
                Ownership
            30.4%Common
                Stock
            Ron
                Schlitt
              1890
                Ranchmont Cres.
              Kelowna,
                B.C.
              V1V
                1T3
            152,000
                common shares
              Direct
                Ownership
            30.4%Common
                Stock
            All
                Officers and Directors
              as
                a Group
            304,000
                common shares
            60.8%














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





*Changes
      in Control*





We
      are
      unaware of any contract or other arrangement the operation of which may at
      a
      subsequent date result in a change in control of our company.





**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, 2005, filed on February 14,
                2006,
                incorporated herein by reference.13.2
            Form
                10QSB for the Period ended March 31, 2006, filed on May 12, 2006,
                incorporated herein by reference.13.3
            Form
                10QSB for the Period ended June 30, 2006, filed on August 15, 2006,
                incorporated herein by reference.31
            Section
                302 Certification32
            Section
                906 Certification





(B)  Reports
      on Form 8-K





None














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





*Audit
      Fees*





For
      the
      period ended September 30, 2006, the aggregate fees billed by Williams &
Webster, P.S. for professional services rendered for the audit of our annual
      financial statements included in our annual report on Form 10-KSB were
      $6,912.50. For the fiscal year 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.





*Audit
      Related Fees*





For
      the
      period ended September 30, 2006, the aggregate fees billed for assurance and
      related services by Williams & Webster, P.S. relating to the performance of
      the audit of our financial statements which are not reported under the caption
      "Audit Fees" above, was $0. For the fiscal year 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.





*Tax
      Fees*





For
      the
      period ended September 30, 2006, the aggregate fees billed by Williams &
Webster, P.S. for other non-audit professional services, other than those
      services listed above, totalled $0. For the fiscal year 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.





We
      do not
      use Williams & Webster, P.S. for financial information system design and
      implementation. These services, which include designing or implementing a system
      that aggregates source data underlying the financial statements or generates
      information that is significant to our financial statements, are provided
      internally or by other service providers. We do not engage Williams
&Webster, P.S. to provide compliance outsourcing services.





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





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





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





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





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








- -





**SIGNATURES**





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





**BLUE
                MOON INVESTMENTS**Dated:
                December 20, 2006
            Per:
            /s/David
                WardDavid
                Ward,
              President,
                C.E.O., C.F.O. and Director





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





/s/David
                  WardDavid
                  Ward,
                President,
                  C.E.O., C.F.O. and DirectorDecember 20, 2006Date