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, 2004

[]   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
peri-od that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

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

The Issuer's revenues for its fiscal year ended September 30, 2004 were $0.00.

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

<PAGE>

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, 2004,  the number of shares  outstanding  of the  registrant's
Common Stock was 500,000.

Transitional Small Business Disclosure Format (Check one):  Yes   ; No X
                                                               ---    ---
                                        2
<PAGE>


                                     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.

                                        3
<PAGE>

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:

                                        4
<PAGE>

     -    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.

                                        5
<PAGE>


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.

                                        6
<PAGE>

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;

                                        7
<PAGE>

     -    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.

                                        8
<PAGE>


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.

                                        9
<PAGE>

"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

The audited financial statements for Blue Moon Investments for the year ending
September 30, 2004 are included as part of this Form 10KSB following the
signature page of this Form 10KSB. Item 8. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
--------------------------------------------------------------------------------

There were no changes or disagreements with Accountants or Auditors during the
fiscal year ending September 30, 2004.


                                    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                   42        President, Chief Executive Officer and
                                       Chief Financial Officer and Director
Ron Schlitt                  43        Secretary, Treasurer and Director


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

Resumes

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

                                       10

<PAGE>


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

Item 10.  Executive Compensation

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

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

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

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

                                       11
<PAGE>

<TABLE>
<CAPTION>

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

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
David Ward,              2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President                2004
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Ron Schlitt,             2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2004
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table provides information regarding the beneficial ownership of
our common stock as of September 30, 2004 by:

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

     *    each of our directors and named executive officers, and

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

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

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

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

Common Stock        All Officers and       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.

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.

                                       12
<PAGE>

(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, 2003, filed on
               February 17, 2004, incorporated herein by reference.

13.2           Form 10QSB for the Period ended March 31, 2004, filed on May 14,
               2004, incorporated herein by reference.

13.3           Form 10QSB for the Period ended June 30, 2004, filed on August
               16, 2004, incorporated herein by reference.

31             Section 302 Certification

32             Section 906 Certification

(B)  Reports on Form 8-K

     None

                                   SIGNATURES

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

                                     BLUE MOON INVESTMENTS


Dated:  December 23, 2004            Per: /s/ David Ward
                                          --------------------------------------
                                          David Ward,
                                          President, C.E.O., C.F.O. and Director

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


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

                                           December  23 , 2004
                                          --------------------------------------
                                           Date

                                       13
<PAGE>

                           BLUE MOON INVESTMENTS, INC.

                       Index to Financial Statements

                                                                            Page
                                                                            ----

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

Balance Sheet at September 30, 2004.......................................   F-3

Statements of Operations for the years ended
     September 30, 2004 and 2003..........................................   F-4

Statement of Changes in Shareholders' Deficit for the period from
     October 1, 2002 through September 30, 2004...........................   F-5

Statements of Cash Flows for the years ended
     September 30, 2004 and 2003..........................................   F-6

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


<PAGE>

                          Independent Auditors' Report


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. 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, 2003, and the results of its operations and its cash flows for
the years ended September 30, 2004 and 2003 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

                                       F-2
<PAGE>

                           BLUE MOON INVESTMENTS, INC.

                                  Balance Sheet
                               September 30, 2004


                                     Assets
Current assets:
    Cash .........................................................   $     164
                                                                     =========


                      Liabilities and Shareholders' Deficit
Current liabilities:
    Accounts payable and accrued liabilities .....................   $  12,198
    Indebtedness to related parties (Note 2) .....................      40,000
                                                                     ---------
                  Total current liabilities ......................      52,198
                                                                     ---------

Shareholders' deficit (Note 4):
    Common stock, $.0001 par value; 100,000,000 shares authorized,
       500,000 shares issued and outstanding .....................          50
    Additional paid-in capital ...................................      48,558
    Retained deficit .............................................    (100,642)
                                                                     ---------

                  Total shareholders' deficit ....................     (52,034)
                                                                     ---------

                                                                     $     164
                                                                     =========
                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                           BLUE MOON INVESTMENTS, INC.

                            Statements of Operations

                                                      Years Ended
                                                      September 30,
                                                   ----------------------
                                                     2004         2003
                                                   ---------    ---------
Costs and expenses:
    Selling, general and administrative expenses   $   8,067    $  24,096
    Offering costs (Note 4) ....................      31,406         --
    Interest expense ...........................           8    $    --
                                                   ---------    ---------

                    Loss before income taxes ...     (39,481)     (24,096)
                                                   ---------    ---------

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

                    Net loss ...................   $ (39,481)   $ (24,096)
                                                   =========    =========

Basic and diluted loss per common share ........   $   (0.08)   $   (0.05)
                                                   =========    =========

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

                 See accompanying notes to financial statements

                                       F-4

<PAGE>

<TABLE>
                           BLUE MOON INVESTMENTS, INC.

                  Statement of Changes in Shareholders' Deficit
<CAPTION>


                                                                            Common Stock         Additional
                                                                         ---------------------    Paid-In     Retained
                                                                           Shares   Par Value     Capital      Deficit       Total
                                                                         ---------   ---------   ---------    ---------   ---------
<S>                                                                      <C>         <C>         <C>          <C>         <C>
                                              Balance, October 1, 2002     500,000          50      50,558      (37,065)     13,543

Reclassification of advances received from an affiliate
   to "indebtedness to related party" (Note 2) .......................        --          --        (2,000)        --        (2,000)
Net loss for 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)
                                                                         =========   =========   =========    =========   =========
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>

<TABLE>
                           BLUE MOON INVESTMENTS, INC.

                            Statements of Cash Flows
<CAPTION>

                                                                                Years Ended
                                                                                September 30,
                                                                            --------------------
                                                                              2004        2003
                                                                            --------    --------
<S>                                                                         <C>         <C>
Cash flows from operating activities:
    Net loss ............................................................   $(39,481)   $(24,096)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
          Loss incurred on offering costs (Note 4) ......................     31,406        --
          Changes in operating assets and liabilities:
                Prepaid expenses and other current assets ...............       --         5,000
                Accounts payable and accrued liabilities ................       (108)      1,416
                                                                            --------    --------
                      Net cash used in
                         operating activities ...........................     (8,183)    (17,680)
                                                                            --------    --------

Cash flows from financing activities:
    Payments for deferred offering costs ................................       --        (6,420)
    Proceeds from related party advances (Note 2)  ......................      5,700      26,300
                                                                            --------    --------
                      Net cash provided by
                         financing activities ...........................      5,700      19,880
                                                                            --------    --------

                      Net change in cash ................................     (2,483)      2,200

Cash, beginning of year .................................................      2,647         447
                                                                            --------    --------

Cash, end of year .......................................................   $    164    $  2,647
                                                                            ========    ========

Supplemental disclosure of cash flow information:
    Cash paid during the year for:
       Income taxes .....................................................   $   --      $   --
                                                                            ========    ========
       Interest .........................................................   $      8    $   --
                                                                            ========    ========
    Non-cash financing activity:
       Reclassification of affiliate advances as "indebtedness to related
          party", previously booked as contributed capital (Note 2) .....   $   --      $  2,000
                                                                            ========    ========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6

<PAGE>

                           BLUE MOON INVESTMENTS, INC.

                          Notes To Financial Statements

Note 1: Organization and summary of significant accounting policies

Organization

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

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company has a working capital deficiency as of
September 30, 2004 and has suffered recurring losses. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern for reasonable period of time.

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

Summary of significant accounting policies

Cash and equivalents

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company had no cash equivalents at
September 30, 2004.

Fair value of financial instruments

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

Use of estimates

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

Income taxes

The Company reports income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or liability and its reported amount on the financial
statements. Deferred tax amounts are determined by using the tax rates expected

                                       F-7
<PAGE>
                           BLUE MOON INVESTMENTS, INC.

                          Notes To Financial Statements


to be in effect when the taxes will actually be paid or refunds received, as
provided under currently enacted law. Valuation allowances are established when
necessary to reduce the deferred tax assets to the amounts expected to be
realized. Income tax expense or benefit is the tax payable or refundable,
respectively, for the period plus or minus the change during the period in the
deferred tax assets and liabilities.

Deferred offering costs

Costs related to common stock offerings are recorded initially as a deferred
asset until the offering is successfully completed, at which time they are
recorded as a reduction of gross proceeds in shareholders' equity. If an
offering is not successful, the costs are charged to operations at that time
(see Note 5).

Loss per common share

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

At September 30, 2004, there was no variance between basic and diluted loss per
share as any potential common stock equivalents would have been anti-dilutive.

Note 2:  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.

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 $23,150 for working
capital advances received through September 30, 2003. 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 $2,850 for working capital during the year ended September
30, 2004. As of September 30, 2004, the Company is indebted to the affiliate for
$26,000. 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 $2,850 and $11,150,
respectively, for working capital during the years ended September 30, 2004 and
2003. The advances, reflected in the financial statements as "Indebtedness to
related parties", are interest free, due on demand and convertible into common
stock at a rate to be determined on the date of issuance. The fair value of the
related party debt approximates fair value due to the short-term maturity of the
instruments.

Note 3:  Income taxes

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

                                       F-8
<PAGE>

                           BLUE MOON INVESTMENTS, INC.

                          Notes To Financial Statements


                                                       September 30,
                                                    --------------------
                                                      2004        2003
                                                    --------    --------
    U.S. statutory federal rate                      15.00%      15.00%
    Net operating loss (NOL) for which no tax
      benefit is currently available                -15.00%     -15.00%
                                                    --------    --------
                                                      0.00%       0.00%
                                                    ========    ========


At September 30, 2004, deferred taxes consisted of a net tax asset of $15,096,
due to operating loss carryforwards of $100,642, which was fully allowed for, in
the valuation allowance of $15,096. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The changes in
the valuation allowance for the years ended September 30, 2004 and 2003 were
$5,922 and $3,614, respectively. Net operating loss carryforwards will expire
through 2024.

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

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

Note 4: Offering Costs

During the three months ended December 31, 2003, the Company expensed its
deferred offering costs, totaling $31,406, following the withdrawal of its
Registration Statement on Form SB-2.

                                       F-9