U

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT #1 TO FORM SB-2

ON FORM S-1

SEC FILE NUMBER: 333-144509

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BOSCO HOLDINGS, INC.

---------------------------

(Exact name of Registrant as specified in its charter)

NEVADA 5023-13 98-0534794

------------- ---------------------- ----------------

(State or other Standard Industrial IRS Employer

jurisdiction of Classification Identification

incorporation or Number

organization)

Alexander Dannikov, President

26 Utkina Street, apt 10

Irkutsk, Russia 664007

Telephone: 7-3952-681-878

Fax: 775-561-8051

Fax(Russia): 7-3952-701-821

------------------------------

(Name and address of principal executive offices)

Nevada's Best Incorporators

Attention: Robert C. Harris

564 Wedge Ln.

Fernley, Nevada, 89408

Telephone: 775-575-5556

Facsimile: 775-575-1261

----------------------------------------------------------

(Name, address and telephone number of agent for service)

Approximate date of commencement of

Proposed sale to the public: as soon as practicable after

the effective date of this

Registration Statement.

If any of the securities being registered on this Form are to be offered on a

delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, check the following box. |X|

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under

the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under

the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. |__|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer |__| Accelerated filer |__|

Non-accelerated filer |__| Smaller reporting company |X|

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH PROPOSED PROPOSED

CLASS OF MAXIMUM MAXIMUM

SECURITIES OFFERING AGGREGATE AMOUNT OF

TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION

REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)

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common stock 11,200,000 $0.01 $112,000 $6.23

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(1) Based on the last sales price on March 28, 2007

(2) Estimated solely for the purpose of calculating the registration

fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES

AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE

A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT

SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE

SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY

DETERMINE.

SUBJECT TO COMPLETION, DATED August 13, 2010

PROSPECTUS

BOSCO HOLDINGS, INC.

11,200,000 SHARES OF COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is quoted for trading on the OTC Bulletin Board under the symbol “BCHO”.

The purchase of the securities offered through this prospectus involves a high

degree of risk. see section entitled "risk factors" on pages 7-10.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The selling shareholders will sell our shares at prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.

Neither the Securities and Exchange Commission nor any state securities

commission has approved or disapproved of these securities or passed upon the

adequacy or accuracy of this prospectus. Any representation to the contrary is

a criminal offense.

THE DATE OF THIS PROSPECTUS IS: August 13, 2010

TABLE OF CONTENTS PAGE

SUMMARY ....................................................... 5

RISK FACTORS .................................................. 6

- If we do not obtain additional financing, our business

may fail ................................................ 6

- Because we have not yet commenced business operations, we

face a high risk of business failure ..................... 7

- Any additional funding we arrange through the sale of our

common stock will result in dilution to existing

shareholders................................................7

- If we are unable to retain key personnel, then we may not

be able to implement our business plan .....................7

- Because our director owns 57.25% of our outstanding common

stock, he will make and control corporate decisions that may

be disadvantageous to minority shareholders.................7

- U.S. investors may experience difficulties in attempting

to effect service of process and to enforce judgments

based upon U.S. federal securities laws against the company

and its sole non-U.S. resident officer and director........ 8

- Because our sole director has an interest in a company

involved in the same industry, there is a potential conflict

of interest, including the amount of time he is able to

dedicate to Bosco and its business.............. .......... 8

Because our director has other business interests, he may

not be able or willing to devote a sufficient amount of

time to our business operations, causing our business

to fail.................................................... 8

- Our sales and profitability depend significantly on new

residential construction and home improvement activity .... 8

- The industry in which we compete is highly cyclical, and

any downturn resulting in lower demand or increased supply

could have a materially adverse impact on our financial

result .....................................................9

- The building materials distribution industry is extremely

fragmented and competitive and we may not be able to compete

successfully with our existing competitors or new entrants

into the markets we serve ..................................9

- All of our product purchases will be made from one

supplier. If this supplier decreased or terminated its

relationship with us our business would likely fail if we

are unable to find a substitute for that company ...........9

- If a liquid market for our common stock does not develop,

shareholders may be unable to sell their shares ............10

- A purchaser is purchasing penny stock which limits his or

her ability to sell the stock ............................. 10

USE OF PROCEEDS ............................................... 10

DETERMINATION OF OFFERING PRICE ............................... 10

DILUTION ...................................................... 11

SELLING SHAREHOLDERS .......................................... 11

PLAN OF DISTRIBUTION .......................................... 14

LEGAL PROCEEDINGS ............................................. 16

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.. 16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18

DESCRIPTION OF SECURITIES ..................................... 18

INTEREST OF NAMED EXPERTS AND COUNSEL ......................... 19

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES..................................... 20

ORGANIZATION WITHIN LAST FIVE YEARS ........................... 20

DESCRIPTION OF BUSINESS ....................................... 20

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS..... 23

DESCRIPTION OF PROPERTY ....................................... 27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 27

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 28

EXECUTIVE COMPENSATION ........................................ 29

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ................. 30

AVAILABLE INFORMATION ......................................... 30

FINANCIAL STATEMENTS .......................................... F-1

SUMMARY

PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

We intend to commence business operations by distributing laminate flooring in

both the mass wholesale and retail market throughout North America. To date, we

have not had any business operations other than our execution of a marketing

and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd.,

a private Russian company. We cannot state with certainty whether we will

achieve profitability.

We were incorporated on December 13, 2006 under the laws of the state of

Nevada. Our principal offices are located at Utkina Street 26-10, Irkutsk,

Russia 664007. Our telephone is 7-3952-681-878

THE OFFERING:

SECURITIES BEING OFFERED Up to 11,200,000 shares of common stock.

OFFERING PRICE The selling shareholders will sell our

shares at prevailing market prices through the

facilities of the OTC Bulletin Board or at

privately negotiated prices.

TERMS OF THE OFFERING The selling shareholders will determine when and

how they will sell the common stock offered in

this prospectus.

TERMINATION OF THE OFFERING The offering will conclude when all of the

11,200,000 shares of common stock have been sold

or we, in our sole discretion, decide to

terminate the registration of the shares. We may

decide to terminate the registration if it is no

longer necessary due to the operation of the

resale provisions of Rule 144. We may also

terminate the offering for no given reason

whatsoever. In any event, the offering shall

be terminated within two years from the effective

date of this registration statement.

SECURITIES ISSUED 26,200,000 shares of our common stock are issued

AND TO BE ISSUED and outstanding as of the date of this prospectus.

All of the common stock to be sold under this

prospectus will be sold by existing shareholders.

USE OF PROCEEDS We will not receive any proceeds from the sale of

the common stock by the selling shareholders.

SUMMARY FINANCIAL INFORMATION


Balance Sheet	June 30, 2010 (unaudited)	March 31, 2010 (audited)
Cash	$2,543	$4,506
Total Assets	$4,643	$4,506
Liabilities	$60,691	$55,764
Total Stockholders’ Equity	($56,048)	($51,258)

Statement of Loss and Deficit

From incorporation on

December 13, 2006 to June 30, 2010

(unaudited)

Revenue $0

Net Loss $81,448

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should

carefully consider the risks described below and the other information in this

prospectus before investing in our common stock. If any of the following risks

occur, our business, operating results and financial condition could be

seriously harmed. The trading price of our common stock could decline due to

any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.

Our business plan calls for ongoing expenses in connection with the marketing

and sales of laminate flooring. We have not generated any revenue from

operations to date.

While at June 30, 2010, we had cash on hand of $2,543, we had accumulated

a deficit of $81,448 in administrative expenses. We expect that we will only

be able to continue operations for two months without additional funding. We

anticipate that additional funding will be needed for general administrative

expenses and marketing costs.

In order to expand our business operations, we anticipate that we will have to

raise additional funding. If we are not able to raise the capital necessary to

fund our business expansion objectives, we may have to delay the implementation

of our business plan.

We do not currently have any arrangements for financing. Obtaining additional

funding will be subject to a number of factors, including general market

conditions, investor acceptance of our business plan and initial results from

our business operations. These factors may impact the timing, amount, terms or

conditions of additional financing available to us. The most likely source of

future funds recently available to us is through the sale of additional shares

of common stock or advances from our sole director.

BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF

BUSINESS FAILURE.

We were incorporated on December 13, 2006 and to date have been involved

primarily in organizational activities. We have not earned revenues as of the

date of this prospectus and have incurred total losses of $81,448 from our

incorporation on December 13, 2006 to June 30, 2010.

Accordingly, you cannot evaluate our business, and therefore our future

prospects, due to a lack of operating history. To date, our business

development activities have consisted solely of negotiating and executing a

marketing and sales distribution agreement with Bossco-Laminate Co., Ltd., a

private Russian company that manufactures laminate flooring products, and

initial marketing of laminate floor products. Bossco-Laminate Co., Ltd is

not an affiliate of Bosco Flooring, Inc. Potential investors should be

aware of the difficulties normally encountered by development stage companies

and the high rate of failure of such enterprises. In addition, there is no

guarantee that we will be able to expand our business operations. Even if we

expand our operations, at present, we do not know precisely when this will

occur.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL

RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our

most likely source of additional capital will be through the sale of additional

shares of common stock. Such stock issuances will cause stockholders’ interests

in our company to be diluted. Such dilution will negatively affect the value of

an investor’s shares.

IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO IMPLEMENT

OUR BUSINESS PLAN

We depend on the services of our sole director, Alexander Dannikov, for the

future success of our business due to his experience in the building materials

sector. The loss of the services of Mr. Dannikov could have an adverse effect

on our business, financial condition and results of operations. We do not carry

any key personnel life insurance policies on Mr. Dannikov and we do not have a

contract for his services.

BECAUSE OUR DIRECTOR AND OFFICER OWNS 57.25% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

Mr. Dannikov, our director and officer, owns approximately 57.25% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Dannikov may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF

PROCESS AND TO ENFORCE JUDGEMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS

AGAINST THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.

Our sole director and officer, Alexander Dannikov is not a resident of the

United States. Consequently, it may be difficult for investors to effect

service of process on Mr. Dannikov in the United States and to enforce in the

United States judgments obtained in United States courts against Mr. Dannikov

based on the civil liability provisions of the United States securities laws.

Since all our assets are located in Russia it may be difficult or impossible

for US investors to effect service of process on Bosco. As well, any judgment

obtained in the United States against us may not be enforceable in the

United States.

BECAUSE OUR SOLE DIRECTOR HAS AN INTEREST IN A COMPANY INVOLVED IN THE SAME

INDUSTRY, THERE IS A POTENTIAL CONFLICT OF INTEREST, INCLUDING THE AMOUNT OF

TIME HE IS ABLE TO DEDICATE TO BOSCO AND ITS BUSINESS

Our sole director is associated with another company that is engaged in

business activities similar to those to be conducted by us. Mr. Alexander

Dannikov is a General Manager of Irkut Corporation, a private company that

sells building materials in Russia and abroad. Irkut Corporation is not an

affiliate of Bosco Flooring, Inc. Potential conflicts of interest may arise

in future that may cause our business to fail, including the amount of time he

is able to dedicate to our business as well as additional conflict of interests

over opportunities presented to our sole director during the performance of his

duties. Bosco does not currently have a right of first refusal pertaining to

opportunities that come to management’s attention where the opportunity may

relate to Bosco’s proposed business operations.

BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR

WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,

CAUSING OUR BUSINESS TO FAIL.

Our president, Alexander Dannikov, intend to devote 30% of his business time to

our affairs. It is possible that the demands on Alexander Dannikov from his

other obligations could increase with the result that he would no longer be

able to devote sufficient time to the management of our business. In addition,

Alexander Dannikov may not possess sufficient time for our business if the

demands of managing our business increased substantially beyond current levels.

OUR SALES AND PROFITABILITY DEPEND SIGNIFICANTLY ON NEW RESIDENTIAL

CONSTRUCTION AND HOME IMPROVEMENT ACTIVITY.

Our sales depend heavily on the strength of national and local new residential

construction and home improvement and remodeling markets. The strength of these

markets depends on new housing starts and residential renovation projects,

which are a function of many factors beyond our control. Some of these factors

include employment levels, job and household formation, interest rates, housing

prices, tax policy, availability of mortgage financing, prices of commodity

wood products, regional demographics and consumer confidence. Future downturns

in the markets that we serve or in the economy generally could have a material

adverse effect on our operating results and financial condition. Reduced levels

of construction activity may result in intense price competition among building

materials suppliers, which may adversely affect our gross margins.

THE INDUSTRY IN WHICH WE COMPETE IS HIGHLY CYCLICAL, AND ANY DOWNTURN RESULTING

IN LOWER DEMAND OR INCREASED SUPPLY COULD HAVE A MATERIALLY ADVERSE IMPACT ON

OUR FINANCIAL RESULTS.

The building products distribution industry is subject to cyclical market

pressures caused by a number of factors that are out of our control, such as

general economic and political conditions, levels of new construction, home

improvement and remodeling activity, interest rates, weather and population

growth. We are most impacted by changes in the demand for new homes and in

general economic conditions that impact the level of home improvements. Changes

in market demand for new homes and for home improvements occur periodically

and vary in severity. We believe that we would be impacted disproportionately

by market downturns because we tend not to be a major supplier. Secondary

suppliers tend to have orders reduced or eliminated before major suppliers do.

There is no reasonable way to predict with accuracy the timing or impact of

market downturns. The extent that cyclical market factors adversely impact

overall demand for building products or the prices that we can charge for our

products, our net sales and margins would likely decline. In addition, the

unpredictable nature of the cyclical market factors that impact our industry

make it difficult to forecast our operating results.

THE BUILDING PRODUCTS DISTRIBUTION INDUSTRY IS EXTREMELY FRAGMENTED AND

COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OUR EXISTING

COMPETITORS OR NEW ENTRANTS INTO THE MARKETS WE SERVE.

The building products distribution industry is extremely fragmented and

competitive. Our competition varies by product line, customer classification

and geographic market. The principal competitive factors in our industry are

pricing and availability of product, service and delivery capabilities, ability

to assist with problem-solving, customer relationships, geographic coverage and

breadth of product offerings. We compete with many local, regional and national

building materials distributors and dealers. In addition, some product

manufacturers sell and distribute their products directly to our customers, and

the volume of such direct sales could increase in the future. Additionally,

manufacturers of products similar to those distributed by us may elect to sell

and distribute to our customers in the future or enter into exclusive supplier

arrangements with other distributors. Most of our competitors have greater

financial resources and may be able to withstand sales or price decreases

better than we can. We also expect to continue to face competition from new

market entrants. We may be unable to continue to compete effectively with these

existing or new competitors, which could have a material adverse effect on our

financial condition and results of operations.

ALL OF OUR PRODUCT PURCHASES WILL BE MADE FROM ONE SUPPLIER. IF THAT SUPPLIER

DECREASED OR TERMINATED ITS RELATIONSHIP WITH US OUR BUSINESS WOULD LIKELY FAIL

IF WE ARE UNABLE TO FIND A SUBSTITUTE FOR THAT COMPANY.

As a result of being totally dependent on a single wholesale supplier located

in Russia, we may be subject to certain risks, including changes in regulatory

requirements, tariffs and other barriers, increased pressure, timing and

availability of export licenses, foreign currency exchange fluctuations, the

burden of complying with a variety of foreign laws and treaties, and

uncertainties relative to regional, political and economic circumstances. We

purchase substantially all of our products from Bossco-Laminate Co. Ltd, a

private Russian company. Our agreement with this company does not prevent it

from supplying its laminate flooring products to our competitors or directly to

consumers. If this company decreased, modified or terminated its association

with us for any other reason, we would suffer an interruption in our business

unless and until we found a substitute for that supplier. If we were unable to

find a substitute for that supplier, our business would likely fail. We cannot

predict what the likelihood would be of finding an acceptable substitute

supplier.

IF A LIQUID MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

While our shares of common stock are quoted on the OTC Bulletin Board, there is currently no liquid market for our common stock and such a market may not develop. If no liquid market is ever developed for our shares, it will be difficult for share-holders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY TO SELL THE

STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange

Act. The shares will remain penny stock for the foreseeable future. “Penny

stock” rules impose additional sales practice requirements on broker-dealers

who sell such securities to persons other than established customers and

accredited investors, that is, generally those with assets in excess of

$1,000,000 or annual income exceeding $200,000 or $300,000 together with a

spouse. For transactions covered by these rules, the broker-dealer must make a

special suitability determination for the purchase of such securities and have

received the purchaser’s written consent to the transaction prior to the

purchase. Additionally, for any transaction involving a penny stock, unless

exempt, the rules require the delivery, prior to the transaction, of a

disclosure schedule prescribed by the Commission relating to the penny stock

market. The broker-dealer also must disclose the commissions payable to both

the broker-dealer and the registered representative and current quotations for

the securities. Finally, monthly statements must be sent disclosing recent

price information on the limited market in penny stocks. Consequently, the

“penny stock” rules may restrict the ability of broker-dealers to sell our

shares of common stock. The market price of our shares would likely suffer as a

result.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and

uncertainties. We use words such as anticipate, believe, plan, expect, future,

intend and similar expressions to identify such forward-looking statements. You

should not place too much reliance on these forward-looking statements. Our

actual results are most likely to differ materially from those anticipated

in these forward-looking statements for many reasons, including the risks faced

by us described in the “Risk Factors” section and elsewhere in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered

through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell our shares at prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is

currently issued and outstanding. Accordingly, there will be no dilution to our

existing shareholders.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the

11,200,000 shares of common stock offered through this prospectus. We originally registered 2,240,000 shares of our common stock for resale pursuant to a registration statement on Form SB-2 that was declared effective on November 13, 2007. No shares were sold pursuant to that registration statement.

On April 8, 2008, we completed a forward split of our common stock by way of a dividend such that each shareholder of record on April 4, 2008 received five shares of post-split stock common stock in exchange for each share of pre-split common stock.

The shares being registered were acquired from us in a private placement at $0.01 per share of pre-split common stock that was exempt from registration under Regulation S of the Securities Act of 1933. The shares were all acquired by the selling shareholders from us in an offering that was completed on March 27, 2007. The term Selling Shareholders includes the selling shareholders and their transferees, pledges, donees, or their successors.

We will file a prospectus supplement to name successors to any named selling

shareholders who are able to sue prospectus to resell the securities.

The following table provides as of the date of this prospectus, information

regarding the beneficial ownership of our common stock held by each of the

selling shareholders, including:

1. The number of shares owned by each prior to this offering;

2. The total number of shares that are to be offered for each;

3. The total number of shares that will be owned by each upon

completion of the offering; and

4. The percentage owned by each upon completion of the offering.

Total Number

Of Shares To Total Shares Percent

Be Offered For Owned Upon Owned Upon

Shares Owned Selling Completion Completion

Name of Selling Prior To This Shareholder Of This Of This

Stockholder Offering Account Offering Offering

Vitaliy Vasyuk 400,000 400,000 Nil Nil

Baikalskaya St, 204-55

Irkutsk, Russia 664075

Pavel Petrzhikovskiy 400,000 400,000 Nil Nil

Sovetskaya St, 74-36

Irkutsk, Russia 664047

Yelena Lyakutina 400,000 400,000 Nil Nil

Baikalskaya St, 242A-121

Irkutsk, Russia 664075

Yevgeniy Kubyshev 400,000 400,000 Nil Nil

K-Libkhnehta St, 249-7

Irkutsk, Russia 664031

Total Number

Of Shares To Total Shares Percent

Be Offered For Owned Upon Owned Upon

Shares Owned Selling Completion Completion

Name of Selling Prior To This Shareholder Of This Of This

Stockholder Offering Account Offering Offering

Vladislav Prikhodko 400,000 400,000 Nil Nil

Lysina St, 20A-50

Irkutsk, Russia 664009

Andrey Kryukov 400,000 400,000 Nil Nil

Baikalskaya St, 310A-91

Irkutsk, Russia 664050

Natalia Kryukova 400,000 400,000 Nil Nil

Baikalskaya St, 310A-91

Irkutsk, Russia 664050

Nikolay Padalets 400,000 400,000 Nil Nil

Baikalskaya St, 266-15

Irkutsk, Russia 664050

Elizaveta Padalets 400,000 400,000 Nil Nil

Baikalskaya St, 268-36

Irkutsk, Russia 664050

Oleg Lyakutin 400,000 400,000 Nil Nil

Baikalskaya St, 242A-121

Irkutsk, Russia 664075

Dmitry Perfilyev 400,000 400,000 Nil Nil

Donskaya St, 12A-43

Irkutsk, Russia 664000

Alexey Didenko 400,000 400,000 Nil Nil

Baikalskaya St, 312-48

Irkutsk, Russia 664050

Irina Vysochina 400,000 400,000 Nil Nil

Norilskaya St, 9-30

Irkutsk, Russia 664013

Vladimir Vysochin 400,000 400,000 Nil Nil

Norilskaya St, 9-30

Irkutsk, Russia 664013

Pavel Blinnikov 400,000 400,000 Nil Nil

Lermontova St, 333V-65

Irkutsk, Russia 664033

Total Number

Of Shares To Total Shares Percent

Be Offered For Owned Upon Owned Upon

Shares Owned Selling Completion Completion

Name of Selling Prior To This Shareholder Of This Of This

Stockholder Offering Account Offering Offering

Artem Andreyev 400,000 400,000 Nil Nil

Naberegnaya St, 38 Erbogachyon

Irkutskaya obl, Russia 666610

Roman Chernetskiy 400,000 400,000 Nil Nil

Yadrinceva St, 14-55

Irkutsk, Russia 664009

Chandkiran Sharma 400,000 400,000 Nil Nil

Koniva St, 50-35

Irkutsk, Russia 664043

Elena Syrovatskaya 400,000 400,000 Nil Nil

Pervomaysky m/on, 18A-39

Irkutsk, Russia 664058

Anastasia Kulebyakina 400,000 400,000 Nil Nil

4^th Zheleznodorozhnaya, 23A-4

Irkutsk, Russia 664003

Irina Samigullina 400,000 400,000 Nil Nil

Pervomaysky m/on, 21-11

Irkutsk, Russia 664058

Olga Deshina 400,000 400,000 Nil Nil

Zhukova St, 112-9

Irkutsk, Russia 664057

Maisa Magerramova 400,000 400,000 Nil Nil

Krasnyh-Madyaz St, 105-22

Irkutsk, Russia 664047

Igor Lyakutin 400,000 400,000 Nil Nil

Baikalskaya St, 310A-92

Irkutsk, Russia 664050

Alexander Gilev 400,000 400,000 Nil Nil

Lisina St, 44-26

Irkutsk, Russia 664009

Liudmila Loginova 400,000 400,000 Nil Nil

Deputatskaya St, 15-79

Irkutsk, Russia 664047

Ivan Krikun 400,000 400,000 Nil Nil

Krasnokazachya St, 10B-79

Irkutsk, Russia 664007

Total Number

Of Shares To Total Shares Percent

Be Offered For Owned Upon Owned Upon

Shares Owned Selling Completion Completion

Name of Selling Prior To This Shareholder Of This Of This

Stockholder Offering Account Offering Offering

Olga Emelyanova 400,000 400,000 Nil Nil

Akademicheskaya St, 24-78

Irkutsk, Russia 664054

The named party beneficially owns and has sole voting and investment power over

all shares or rights to these shares. The numbers in this table assume that

none of the selling shareholders sell shares of common stock not being

offered in this prospectus or purchase additional shares of common stock, and

assume that all shares offered are sold. The percentages are based on

26,200,000 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a

shareholder at any time within the past three years; or

(2) has ever been one of our officers or directors.

(3) is a broker-dealer; or Broker-dealer's affiliate.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or

more transactions, including block transactions.

The selling shareholders will sell our shares at prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.

The shares may also be sold in compliance with the Securities and Exchange

Commission’s Rule 144 should the requirements of that rule be met.

The selling shareholders may also sell their shares directly to market makers

acting as principals or brokers or dealers, who may act as agent or acquire the

common stock as a principal. Any broker or dealer participating in such

transactions as agent may receive a commission from the selling shareholders,

or, if they act as agent for the purchaser of such common stock, from such

purchaser. The selling shareholders will likely pay the usual and customary

brokerage fees for such services. Brokers or dealers may agree with the selling

shareholders to sell a specified number of shares at a stipulated price per

share and, to the extent such broker or dealer is unable to do so acting as

agent for the selling shareholders, to purchase, as principal, any unsold shares

at the price required to fulfill the respective broker’s or dealer’s commitment

to the selling shareholders.

Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The

selling shareholders, however, will pay any commissions or other fees payable to

brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities

Act and the Securities Exchange Act in the offer and sale of the common stock.

In particular, during such times as the selling shareholders may be deemed to

be engaged in a distribution of the common stock, and therefore be considered

to be an underwriter, they must comply with applicable law and may, among

other things:

1. Not engage in any stabilization activities in connection with our common

stock;

2. Furnish each broker or dealer through which common stock may be offered,

such copies of this prospectus, as amended from time to time, as may be

required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any

person to purchase any of our securities other than as permitted under the

Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate

broker-dealer practices in connection with transactions in penny stocks. Penny

stocks are generally equity securities with a price of less than $5.00 (other

than securities registered on certain national securities exchanges or quoted

on the Nasdaq system, provided that current price and volume information

with respect to transactions in such securities is provided by the exchange or

system).

The penny stock rules require a broker-dealer, prior to a transaction in a

penny stock not otherwise exempt from those rules, deliver a standardized

risk disclosure document prepared by the Commission, which:

* contains a description of the nature and level of risk in the market for

penny stocks in both public offerings and secondary trading;

* contains a description of the broker’s or dealer’s duties to the customer

and the rights and remedies available to the customer with respect to a

violation of such duties

* contains a brief, clear, narrative description of a dealer market,

including “bid” and “ask” prices for penny stocks and the significance of

the spread between the bid and ask price;

* contains a toll-free telephone number for inquiries on disciplinary

actions

* defines significant terms in the disclosure document or in the conduct of

trading penny stocks; and

* contains such other information and is in such form (including language,

type, size, and format) as the Commission shall require by rule or

regulation;

The broker-dealer also must provide, prior to effecting any transaction in a

penny stock, the customer:

* with bid and offer quotations for the penny stock;

* the compensation of the broker-dealer and its salesperson in the

transaction;

* the number of shares to which such bid and ask prices apply, or other

comparable information relating to the depth and liquidity of the market

for such stock; and

* monthly account statements showing the market value of each penny stock

held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a

penny stock not otherwise exempt from those rules; the broker-dealer must make

a special written determination that the penny stock is a suitable investment

for the purchaser and receive the purchaser’s written acknowledgment of the

receipt of a risk disclosure statement, a written agreement to transactions

involving penny stocks, and a signed and dated copy of a written suitability

statement. These disclosure requirements will have the effect of reducing

the trading activity in the secondary market for our stock because it will

be subject to these penny stock rules. Therefore, stockholders may have

difficulty selling those securities.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service

of process in Nevada is 564 Wedge Lane, Fernley, Nevada, 89408.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date

of this prospectus are as follows:

DIRECTORS:

NAME OF DIRECTOR AGE

----------------------- -----

Alexander Dannikov 29

EXECUTIVE OFFICERS:

NAME OF OFFICER AGE OFFICES

--------------------- ----- -------

Alexander Dannikov 29 President, Chief

Executive Officer,

Secretary, Treasurer,

And Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business

experience of our executive officer and director for the past five years:

Mr. Dannikov has acted as our sole director and officer since our incorporation

on December 13, 2006. Since November 2006, Mr. Dannikov has worked as General

Manager of Irkut Corporation, a private company that sells building materials

in Russia and abroad. From January 2005 to November 2006, Mr.Dannikov has

worked for Avalon Video company as Assistant Director where he was involved in

marketing, recruiting, staff training, performing supervisory functions,

monitoring service quality and employee performance. Since August 2001, Mr. Dannikov was initially employed as a manager for Hoztorg, a wholesale company involved in distributing household goods in the Irkutsk region where he was responsible for organizing cargo transportation, wholesale and retail trade. He became a director of the company in June 2003. From June 2003 to January 2005, when Mr. Dannikov acted as a director of Hoztorg, his responsibilities were business administration, staff management, and customer relations and marketing.

Mr. Dannikov, graduated with a Bachelor of Social Sciences Degree in regional

studies from Irkutsk State University in June 2003. His degree specialization

was “Administration of Territories (Siberian region)”.

Mr. Dannikov devotes 30% of his business time to our affairs. He is responsible

for managing our business operations and overseeing day-to-day affairs,

including all administrative aspects.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next

annual general meeting of our shareholders or until removed from office in

accordance with our bylaws. Our officers are appointed by our board of

directors and hold office until removed by the board.

EMPLOYEES

We have no employees other than the officers and directors described above.

CONFLICTS OF INTEREST

We do not have any procedures in place to address conflicts of interest that

may arise in our directors between our business and their other business

activities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us

to own more than 5% of our outstanding common stock as of the date of this

prospectus, and by the officers and directors, individually and as a group.

Except as otherwise indicated, all shares are owned directly.

AMOUNT OF

TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT

CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS

COMMON Alexander Dannikov 15,000,000 57.25%

STOCK President, Chief

Executive Officer, Treasurer,

Secretary And Director

Utkina Street, 26-10

Irkutsk, Russia 664007

COMMON All officers and directors 15,000,000 57.25%

STOCK as a group that consists of shares

one person

The percent of class is based on 26,200,000 shares of common stock issued and

outstanding as of the date of this prospectus.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock at a

par value of $0.001 per share.

COMMON STOCK

As of August 9, 2010, there were 26,200,000 shares of our common stock issued and outstanding that are held by 29 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all

matters submitted to a stockholder vote. Holders of common stock do not have

cumulative voting rights. Therefore, holders of a majority of the shares of

common stock voting for the election of directors can elect all of the

directors. Holders of our common stock representing a majority of the voting

power of our capital stock issued,outstanding and entitled to vote, represented

in person or by proxy, are necessary to constitute a quorum at any meeting of

our stockholders. A vote by the holders of a majority of our outstanding shares

is required to effectuate certain fundamental corporate changes such as

liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board

of directors, in its discretion, declares from legally available funds. In

the event of a liquidation, dissolution or winding up, each outstanding

share entitles its holder to participate pro rata in all assets that remain

after payment of liabilities and after providing for each class of stock,

if any, having preference over the common stock. Holders of our common stock

have no pre-emptive rights, no conversion rights and there are no redemption

provisions applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We

currently intend to retain future earnings, if any, to finance the expansion of

our business. As a result, we do not anticipate paying any cash dividends in

the foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares

of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares

of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into

shares of our common stock or any rights convertible or exchangeable into

shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified

any part of this prospectus or having given an opinion upon the validity of the

securities being registered or upon other legal matters in connection with the

registration or offering of the common stock was employed on a contingency

basis,or had, or is to receive, in connection with the offering, a substantial

interest, direct or indirect, in the registrant or any of its parents or

subsidiaries. Nor was any such person connected with the registrant or any of

its parents or subsidiaries as a promoter, managing or principal underwriter,

voting trustee, director, officer, or employee.

Daniel C. Masters, our legal counsel, 4490 Philbrook Square, San Diego, CA

92130, has provided an opinion on the validity of our common stock. We

retained him solely for the purpose of providing this opinion and have not

received any other legal services from him.

The financial statements included in this prospectus and the registration

statement have been audited by Seal & Beers, CPAs, 50 Jones Blvd., Suite 201, Las Vegas, NV, 89107 our independent registered public accounting firm, to

the extent and for the periods set forth in their report appearing elsewhere

in this document and in the registration statement filed with the SEC, and

are included in reliance upon such report given upon the authority of said

firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised

Statutes and our Bylaws. We have been advised that in the opinion of the

Securities and Exchange Commission indemnification for liabilities arising

under the Securities Act is against public policy as expressed in the

Securities Act, and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities is asserted by one of our directors,

officers, or controlling persons in connection with the securities being

registered, we will, unless in the opinion of our legal counsel the matter

such indemnification is against public policy to court of appropriate

jurisdiction. We will then be governed by the court’s decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on December 13, 2006 under the laws of the state of Nevada

On that date, Alexander Dannikov was appointed as our director. As well, Mr.

Dannikov was appointed as our president, chief executive officer, treasurer

and secretary.

DESCRIPTION OF BUSINESS

LAMINATE FLOORING PRODUCTS

Laminate flooring is a relatively new building material product invented in

Sweden in the early 1980’s. Laminate flooring now controls approximately a 10%

market share of the flooring product market, which is expanding due to the

product’s durability and ecological compatibility.

Laminate flooring is versatile,durable, attractive flooring with the appearance

of a hardwood floor. Although laminate flooring looks like wood flooring, there

is actually no solid wood used in its construction. Laminate floors are made

up of several materials bonded together under high pressure. Most laminate

flooring consists of a moisture resistant layer under a layer of HDF (high

density fiberboard). This is covered with a high-resolution photographic image

of natural wood flooring. It is then finished with an extremely hard, clear

coating made from special resin-coated cellulose to protect the laminate

flooring. Laminate flooring is perfect for anyone wanting a durable floor for a

fraction of the price and installation time of a hardwood floor, but with the

attractiveness of real hardwood. Its construction also makes laminate flooring

more environmentally friendly as it uses less wood in its production and makes

more efficient use of wood fiber.

Both laminate flooring and hardwood flooring can beautify a home. While

hardwood is often thought to be a superior choice, there are several advantages

to laminate flooring. Distinct differences between the two types of flooring often make laminate flooring a more attractive alternative. Solid hardwood of any thickness (most is 3/8” to 3/4”) should be installed only above grade. Laminate flooring can be installed above or below grade. Some hardwood flooring is engineered, meaning that instead of solid hardwood, it is made of several wood layers with a hardwood veneer. Laminate flooring, usually 7mm to 8mm (5/16” to 3/8”) thick, is also made of several layers. These are laminated together for stability and strength. The top surface of laminate flooring is a “photograph” of hardwood. High quality “photographs” faithfully reproduce the grain and color of natural hardwood and the surfaces on quality laminate flooring closely resemble real wood. Although many people insist on hardwood flooring, laminates are long lasting, durable, and affordable and`quickly becoming one of the most popular types of flooring.

One obvious advantage is price; laminate flooring is typically half the cost of

traditional hardwood flooring. Sometimes the savings are even greater,

depending on the types of flooring in question. Additionally, laminate flooring

is designed to be easy to install and is generally a good choice for the “do-

it-yourselve” market, where solid hardwood installation requires a higher level

of expertise. Installing laminate does not involve nails. More recently the use

of glue has been eliminated from the installation process in many cases. As a

result laminate flooring can be installed fairly quickly and inexpensively.

Laminate flooring is generally designed to be scratch-resistant and fade

resistant, two areas where solid hardwood flooring is known to be more vulner-

able.

The Association of European Producers of Laminate Flooring has adopted

standardized measures of hardness known as AC Hardness ratings. The AC measure

scale rates laminate flooring based on factors including abrasion resistance,

impact resistance, resistance to staining and cigarette burns, and thickness

swelling along edges. If laminate flooring cannot meet the requirements for

each of these ratings, approval for a given AC rating will be denied. We plan

to market and distribute laminate flooring with an A5 hardness rating. This is

the highest rate of hardness and can withstand the traffic of heavy commercial

areas such as department stores and public buildings.

We intend to commence business operations by marketing and distributing

laminate flooring throughout North America. We were formed as a corporation

pursuant to the laws of Nevada on December 13, 2006. To date, we have primarily

been involved in organizational activities, the execution of a distribution

agreement with our product supplier and initial marketing of laminate flooring.

AGREEMENT WITH OUR SUPPLIER

Our sole supplier, Bossco-Laminate Co., Ltd. (“Bossco”) is a manufacturer and

distributor of certain wood flooring products in Russia. We are in the business

of marketing and distributing items to distributors, retail stores in the

building products industry, contractors and homebuilders.

By a Marketing and Sales Distribution Agreement dated March 9, 2007, Bossco has

agreed to manufacture certain types of laminate flooring products and fulfill

our written purchase orders for these products in a timely manner. Bossco has

agreed to manufacture and supply polish and relief surface laminate flooring

with the dimensions of 1200 x 300 x 8 millimeters. We will pay Bossco $12 per

each square meter of polish surface laminate and $12.5 per each square meter of

relief surface laminate.

The agreement with Bossco contains the following additional material terms:

1. We and our assigns may use the marketing information that Bossco provides us

in all of our marketing and distribution efforts to sell the laminate flooring

products. We agree not to make any marketing claim in regard to the products

that are not supported by the information supplied by Bossco.

2. From time to time, Bossco can make reasonable adjustment to the price of the

laminate flooring products by giving us written notification of such product

price amendments.

3. Although Bossco’s price list acts as a guide for purchases made by us, both

parties may negotiate discounts on any singular product purchase order provided

to Bossco, including the purchase of laminate flooring from a manufacturing

overrun situation.

4. We agree to pay the price of product purchases by letter of credit or wire

transfer prior to product shipment. We are also responsible for all related

shipping costs, unless other arrangements have been expressly made.

5. The agreement can be terminated upon 60 days’ written notice by either

party. Notwithstanding this provision, we or our assigns will be permitted to

sell, market, and distribute all laminate flooring products that have been

ordered from Bossco, or are in our or our assigns’ possession at termination.

6. There are no set minimum quota requirements for product sales under the

agreement in the first year. Bossco will be obligated to assist in the

completion of each sales order on a case-by-base basis, regardless of quantity.

Following the first year of the agreement, both parties will review sales

activities during the prior year and review this provision of the agreement.

SALES AND MARKETING STRATEGY

We intend to rely on sales representatives to market our laminate flooring

products. Initially, our director, Alexander Dannikov will market our product.

We intend to focus on direct marketing efforts whereby our representative will

directly contact:

* distributors that are responsible for marketing and selling flooring

to flooring stores;

* retail outlets such as department and home restoration stores; and

* contractors and homebuilders.

These distributors, stores, contractors and homebuilders will be asked to sell

our products to consumers. We will provide them with flooring inventory at

wholesale prices. They will then sell them to consumers at retail prices, which

are typically 20% higher.

We intend to contact as many contractors, homebuilders, retail chains and

flooring stores as we can in order to market our laminate flooring. We

initially intend to focus our marketing efforts on larger home restoration

stores that have a high volume of customer traffic.

SHARE OF MARKET

Our expected share of the flooring market is difficult to determine given that

most flooring distributors are private businesses that have no duty to publicly

disclose their revenue, and flooring market is highly competitive. However, we

believe that due to the vast size of this market in North America, our market

share will likely be less than one percent.

COMPLIANCE WITH GOVERNMENT REGULATION

We do not believe that government regulation will have a material impact on the

way we conduct our business.

EMPLOYEES

We have no employees as of the date of this prospectus other than our sole

director.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our

incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The information in this report contains forward-looking statements. All

statements other than statements of historical fact made in this report are

forward looking. In particular, the statements herein regarding industry

prospects and future results of operations or financial position are forward-

looking statements. These forward-looking statements can be identified by the

use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,”

anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other

variations or similar words. No assurances can be given that the future results

anticipated by the forward-looking statements will be achieved. Forward-looking

statements reflect management’s current expectations and are inherently

uncertain. Our actual results may differ significantly from management’s

expectations.

The following discussion and analysis should be read in conjunction with our

financial statements, included herewith. This discussion should not be

construed to imply that the results discussed herein will necessarily continue

into the future, or that any conclusion reached herein will necessarily be

indicative of actual operating results in the future. Such discussion

represents only the best present assessment of our management.

OVERVIEW

Since inception on December 13, 2006 through June 30, 2010, we have sustained cumulative net losses of $81,448. Our losses have resulted from

general and administrative expenses. From inception through June 30, 2010, we have not generated any revenue from operations. We expect to incur additional losses in developing our plan of operations. We have no

liabilities and has sufficient cash to operate for more than one year at the

current expenditure rate.

We are in the development stage of our business. As a development stage

company, we have yet to earn revenue from operations. We may experience

fluctuations in operating results in future periods due to a variety of

factors, including our ability to obtain additional funding in a timely manner

and on terms favorable to us, our ability to successfully develop our business

model, the amount and timing of operating costs and capital expenditures

relating to the expansion of our business, operations and infrastructure,

the implementation of marketing programs, key agreements, strategic alliances, and general economic conditions specific to our industry.

We will rely upon the stability of the North American retail sales market for

the success of our business plan. Future downturns in new residential

construction and home improvement activity may result in intense price

competition among building materials suppliers, which may adversely affect our

intended business.

Our products are used principally in new residential construction and in home

improvement, remodeling and repair work. The residential building materials

distribution industry is characterized by its substantial size, its highly

fragmented ownership structure and an increasingly competitive environment. The

industry can be broken into two categories: (1) new construction and (2) home

repair and remodeling. We intend to sell to customers in both categories.

Residential construction activity for both new construction and repair and

remodeling is closely linked to a variety of factors affected by general

economic conditions, including employment levels, job and household formation,

interest rates, housing prices, tax policy, availability of mortgage financing,

prices of commodity wood products, regional demographics and consumer

confidence.

The residential building materials distribution industry has undergone

significant changes over the last three decades. Prior to the 1970s,residential

building products were distributed almost exclusively by local dealers, such as

lumberyards and hardware stores. These channels served both the retail consumer

and the professional builder. These dealers generally purchased their products

from wholesale distributors and sold building products directly to homeowners,

contractors and homebuilders. In the late 1970’s and 1980’s, substantial

changes began to occur in the retail distribution of building products.

The introduction of the mass retail, big box format by The Home Depot began to

alter this distribution channel, particularly in metropolitan markets. They

began to alter this distribution channel by selling a broad range of

competitively priced building materials to the homeowner and small home

improvement contractor.

Our plan of operation for the twelve months following the date of this

prospectus is to enter into sub-distribution agreements with flooring distrib-

utors, retail stores, contractors and homebuilders, providing for the sale of

our laminate flooring.

We intend to develop our retail network by initially focusing our marketing

efforts on larger chain stores that sell various types of flooring, such as

Home Depot. These businesses sell more flooring, have a greater budget for in-

stock inventory and tend to purchase a more diverse assortment of flooring. By

late 2010 and 2011, we intend to start negotiation with contractors and

homebuilders and anticipate expanding our retail network to include small to

medium size retail businesses whose businesses focus is limited to the sale of

flooring. Any relationship we arrange with retailers for the wholesale

distribution of our flooring will be non-exclusive. Accordingly, we will

compete with other flooring vendors for positioning of our products in retail

space.

Even if we are able to receive an order commitment, some larger chains will

only pay cash on delivery and will not advance deposits against orders. Such a

policy may place a financial burden on us and, as a result, we may not be able

to deliver the order. Other retailers may only pay us 30 or 60 days after

delivery, creating an additional financial burden.

We intend to retain one full-time sales person in the next six months, as well

as an additional full-time sales person in the six months thereafter. These

individuals will be independent contractors compensated solely in the form of

commission based upon laminate flooring sales they arrange. We expect to pay

each sales person 10% to 15% of the net profit we realize from such sales.

We therefore expect to incur the following costs in the next 12 months in

connection with our business operations:

Marketing costs: $20,000

General administrative costs: $10,000

-------

Total: $30,000

In addition, we anticipate spending an additional $10,000 on professional fees,

including fees payable in connection with the filing of this registration

statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be

$40,000.

PRODUCT RESEARCH AND DEVELOPMENT

We do not anticipate incurring any material costs in connection with product

research and development activities during the next twelve months.

ACQUISITION OF PLANT AND EQUIPMENT AND OTHER ASSETS

We do not anticipate the sale of any material property, plant or equipment

during the next 12 months. We do not anticipate the acquisition of any material

property, plant or equipment during the next 12 months.

NUMBER OF EMPLOYEES

From our inception through the period ended June 30, 2010, we have

principally relied on the services of our sole Director, Alexander Dannikov.

We currently have no full time or part-time employees. In order for us to

attract and retain quality personnel, we anticipate we will have to offer

competitive salaries to future employees. We anticipate that it may become

desirable to add full and or part time employees to discharge certain

critical functions during the next 12 months. This projected increase in

personnel is dependent upon our ability to generate revenues and obtain sources

of financing. There is no guarantee that we will be successful in raising

the funds required or generating revenues sufficient to fund the projected

increase in the number of employees. Should we expand, we will incur additional

cost for personnel.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2010, the Company had negative working capital of ($56,048). From our inception on December 13, 2006 to June 30, 2010, we used operating cash flow of $78,548. The Company has been financed through the private placement of our common stock of $25,400 and director loans of $54,394. As of June 30, 2010, the Company has debt totaling $60,691, consisting of $54,394 in loans from our director, accrued interest owing to our director of $1,297 and accounts payable and accrued liabilities of $5,000.

While we have sufficient funds on hand to commence business operations, our cash

reserves are not sufficient to meet our obligations for the next twelve-month

period. As a result, we will need to seek additional funding in the near future.

We currently do not have a specific plan of how we will obtain such funding;

however, we anticipate that additional funding will be in the form of equity

financing from the sale of our common stock.

We may also seek to obtain short-term loans from our sole director, although no

such arrangement has been made. At this time, we cannot provide investors with

any assurance that we will be able to raise sufficient funding from the sale of

our common stock or through a loan from our directors to meet our obligations

over the next twelve months. We do not have any arrangements in place for any

future equity financing.

If we are unable to raise the required financing, we will be delayed in

conducting our business plan.

Our ability to generate sufficient cash to support our operations will be based

upon our sales staff’s ability to generate laminate flooring sales. We expect

to accomplish this by securing a significant number of agreements with

contractors, homebuilders, large and small retailers, and by retaining suitable

salespersons with experience in the retail sales sector.

RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2010

We did not earn any revenue during the period from our inception on December

13, 2006 to June 30, 2010. We do not anticipate earning significant

revenues until such time as we have entered into regular product selling to

distributors, stores, contractors and homebuilders.

We incurred operating expenses in the amount of $80,151 for the period from

our inception on December 13, 2006 to June 30, 2010. These operating expenses

were comprised of general and administrative expenses of $80,151 and related party interest expense of $1,297.

We have not attained profitable operations and are dependent upon obtaining

financing to complete our proposed business plan.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

INFLATION

It is our opinion that inflation has not had a material effect on our

operations.

DESCRIPTION OF PROPERTY

We do not have ownership or leasehold interest in any property. Our president,

Mr. Alexander Dannikov, provides us with office space and related office

services free of charge.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any

material interest, direct or indirect, in any transaction with us or in any

presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;

* Any person proposed as a nominee for election as a director;

* Any person who beneficially owns, directly or indirectly, shares

carrying more than 10% of the voting rights attached to our

outstanding shares of common stock;

* Our promoter, Alexander Dannikov; and

* Any relative or spouse of any of the foregoing persons who has the same

house as such person.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PUBLIC MARKET FOR COMMON STOCK

While our shares are quoted for trading on the OTC Bulletin Board under the symbol “BCHO”, there is no liquid market for our stock. We cannot assure you that an active trading market will develop and be sustained following the completion of this offering. Without a public market, it may be difficult for an investor to find a buyer for our common stock.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 29 registered

shareholders.

RULE 144 SHARES

A total of 15,000,000 shares of our common stock are available for resale to the

public in accordance with the volume and trading limitations

of Rule 144 of the Act. In general, under Rule 144 as currently in effect,

a person who has beneficially owned shares of a company’s common stock for at

least six months is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1. 1% of the number of shares of the company’s common stock then outstanding

which, in our case, will equal 262,000, shares as of the date of this

prospectus; or

2. the average weekly trading volume of the company’s common stock during the

four calendar weeks preceding the filing of a notice on Form 144 with

respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice

requirements and to the availability of current public information about the

company.

Under Rule 144(k), a person who is not one of the company’s affiliates at any

time during the three months preceding a sale, and who has beneficially owned

the shares proposed to be sold for at least two years, is entitled to sell

shares without complying with the manner of sale, public information, volume

limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of

the 3,000,000 shares that may be sold pursuant to Rule 144.

STOCK OPTION GRANTS

To date, we have not granted any stock options.

REGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any

other persons.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that

prevent us from declaring dividends. The Nevada Revised Statutes, however, do

prohibit us from declaring dividends where, after giving effect to the

distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course

of business; or

2. our total assets would be less than the sum of our total liabilities plus

the amount that would be needed to satisfy the rights of shareholders who

have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends

in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to

our executive officers by any person for all services rendered in all

capacities to us in the three most recently completed fiscal years.

ANNUAL COMPENSATION

OTHER RESTRICTED OPTIONS

ANNUAL STOCK SARs LTIP OTHER

NAME TITLE YEAR SALARY BONUS COMP. (#) ($) PAYOUTS COMP.

Alexander Pres, 2010 $0 0 0 0 0 0 0

Dannikov CEO 2009 $0 0 0 0 0 0 0

Sec & 2008 $0 0 0 0 0 0 0

Dir

CONSULTING AGREEMENTS

We do not have any employment or consulting agreement with Mr. Dannikov. We do

not pay him any amount for acting as the president and a director.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On July 25, 2008, our original independent accountants, RBSM, LLP resigned and we concurrently appointed Moore & Associates as our independent accountants.

On August 10, 2009, Moore & Associates were terminated and we concurrently appointed Seale & Beers, CPAs as our independent accountants.

None of the audit reports of RBSM, LLP or Moore & Associate relating to our financial statements contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that reports for our fiscal years ended March 31, 2007, 2008, 2009 and 2010 all contained a going concern qualification.

There were no disagreements with RBSM, LLP or Moore and Associates, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to RBSM, LLP or Moore and Associates’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.

AVAILABLE INFORMATION

We have filed a registration statement on form S-1 under the Securities Act of

1933 with the Securities and Exchange Commission with respect to the shares of

our common stock offered through this prospectus. This prospectus is filed as a

part of that registration statement, but does not contain all of the information

contained in the registration statement and exhibits. Statements made in the

registration statement are summaries of the material terms of the referenced

contracts, agreements or documents of the company. We refer you to our

registration statement and each exhibit attached to it for a more detailed

description of matters involving the company. You may inspect the registration

statement, exhibits and schedules filed with the Securities and Exchange

Commission at the Commission’s principal office in Washington, D.C. Copies of

all or any part of the registration statement may be obtained from the Public

Reference Section of the Securities and Exchange Commission, 100 F Street, N.E.,

Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further

information on the operation of the public reference rooms. The Securities and

Exchange Commission also maintains a web site at http://www.sec.gov that

contains reports, proxy statements and information regarding registrants that

file electronically with the Commission. Our registration statement and the

referenced exhibits can also be found on this site.

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Bosco Holdings, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Bosco Holdings, Inc. (A Development Stage Company) as of March 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended March 31, 2010 and 2009 and since inception on December 13, 2006 through March 31, 2010. 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 conduct our audits in accordance with 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 Bosco Holdings, Inc. (A Development Stage Company) as of March 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended March 31, 2010 and 2009 and since inception on December 13, 2006 through March 31, 2010, 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 accumulated losses of $76,658, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning 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/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

July 6, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

F-1


BOSCO HOLDINGS, INC (A Development Stage Company) Balance Sheets


Assets
				March 31	March 31
				2010	2009

Current Assets
			Cash	$ 4,506	$ 12,527
Total Assets				$ 4,506	$ 12,527


Liabilities and Stockholders’ Equity (deficit)

Current Liabilities
		Accounts payables and accrued liabilities		$ 5,722	$ 5,000
		Accrued Interest – Related Party Note		1,110	360
		Loans from related party		48,932	39,000
		Total Current Liabilities		$ 55,764	$ 44,360

Stockholders’ Equity (deficit)

	Common stock, $0.001par value, 75,000,000 shares authorized;
	26,200,000 shares issued and outstanding			26,200	26,200
	Additional paid-in-capital			(800)	(800)
	Deficit accumulated during the development stage			(76,658)	(57,233)
Total stockholders’ equity (deficit)				(51,258)	(31,833)
Total liabilities and stockholders’ equity (deficit)				$ 4,506	$ 12,527

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

F-2


BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Operations


	Year Ended March 31, 2010	Year Ended March 31, 2009		From Inception on December 13, 2006 through March 31, 2010

Expenses
General and Administrative Expenses	$ 18,675		$ 27,742	$ 75,548
Total Expenses	$ 18,675		$ 27,742	$ 75,548
Net (loss) before Income Taxes	$ (18,675)		$ (27,742)	$ (75,548)
Other Expenses
Interest Expense-Related Party	750		360	1,110
Income Tax Expense	-		-	-

Net (loss) for a period	$ (19,425)		$ (28,102)	$ (76,658)

(Loss) per common share – Basic and diluted	$ (0.00)		$ (0.00)

Weighted Average Number of Common Shares Outstanding	26,200,000		26,200,000
The accompanying notes are an integral part of these financial statements.
F-3


BOSCO HOLDINGS, INC (A Development Stage Company) Statement of Stockholders’ Deficit From Inception on December 13, 2006 to March 31, 2010
	Number of Common Shares	Amount	Additional Paid-in- Capital	Deficit accumulated During development stage	Total



Balance at inception on December 13, 2006
March 31, 2007
Common shares issued for cash at $0.0002	15,000,000	$ 15,000	$ (12,000)	$ -	$ 3,000
March 31, 2007
Common shares issued for cash at $0.002	11,200,000	11,200	11,200		22,400
Net (loss)	-	-	-	(390)	(390)
Balance as of March 31, 2007		26,200	(800)	(390)	25,010
Net (loss)				(28,741)	(28,741)
Balance as of March 31, 2008	26,200,000	26,200	(800)	(29,131)	(3,731)
Net (loss)	-	-	-	(28,102)	(28,102)
Balance as of March 31, 2009	26,200,000	26,200	(800)	$ (57,233)	$ (31,833)
Net (loss)	-	-	-	(19,425)	(19,425)
Balance as of March 31, 2010	26,200,000	$ 26,200	$ (800)	$ (76,658)	$ (51,258)

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

F-4


BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Cash Flows
				Year Ended March 31, 2010	Year Ended March 31, 2009	From Inception on December 13, 2006 through March 31, 2010
Operating Activities
		Net (loss)		$ (19,425)	$ (28,102)	$ (76,658)
		Accounts payables and accrued liabilities		722	1,626	5,722
		Net cash (used) for operating activities		(18,703)	(26,476)	(70,936)
Investing Activities
Net Cash Provided (Used) by Investing Activities				-	-	-
Financing Activities
	Loans from related party			9,932	29,000	48,932
	Accrued Interest – Related Party Note			750	360	1,110
	Sale of common stock			-	-	25,400
	Net cash provided by financing activities			10,682	29,360	75,442

Net increase (decrease) in cash and equivalents				(8,021)	2,884	4,506

Cash and equivalents at beginning of the period				12,527	9,643	-
Cash and equivalents at end of the period				$ 4,506	$ 12,527	$ 4,506
			Supplemental cash flow information:

			Cash paid for:

			Interest	$ -	$ -	$ -
			Taxes	$ -	$ -	$ -
Non-Cash Activities				$ -	$ -	$ -
The accompanying notes are an integral part of these financial statements.

F-5

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2010

1. NATURE AND CONTINUANCE OF OPERATIONS

Bosco Holdings, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”) and its efforts are primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, December 13, 2006 through March 31, 2010 the Company has accumulated losses of $76,658.

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception, December 13, 2006 through March 31, 2010 the Company has accumulated losses of $76,658.

There is substantial doubt as to the ability of the company to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

As shown in the accompanying financial statements, the Company has incurred accumulated deficit of $76,658 for the period ended March 31, 2010. As of March 31, 2010, the Company's has excess of current liabilities over its current assets by $51,258, with cash and cash equivalents representing $4,506.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash equivalents

For purposes of Statement of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification (“ASC-830”), “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

F-6

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At March 31, 2010 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

The Company has adopted Accounting Standards Codification No. 360(“ASC-360”). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC-730”), “Research and Development”. Under ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred expenditures $0 the period from December 13, 2006 (date of inception) to March 31, 2010.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and related party receivables. At March 31, 2010, the Company has cash in the amount of $4,506. The Company places its cash and temporary cash investments with credit quality institutions. The Company does not have any cash in non US currency accounts. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The Company does not have accounts receivable and allowance for doubtful accounts at March 31, 2010.

F-7

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, Revenue Recognition ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the period ended March 31, 2010.

Stock-based Compensation

In September, 2009 the FASB issued ASC-718, “Stock Compensation”, which replaced SFAS No. 123R, which replaced SFAS No. 123 “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. ASC-718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under ASC-718, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of ASC-718, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of ASC-718 for the period beginning December 13, 2006. The Company did not record any compensation expense in the year of 2010 because there were no stock options outstanding prior to the adoption or at March 31, 2010.

Recent accounting pronouncements

The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.

F-8

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2010

4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of March 31, 2010 and the company has issued and outstanding 26,200,000 shares of common stock.

During the year March 31, 2007, the Company issued 26,200,000 shares of common stock for total cash proceeds of $25,400. At March 31, 2010 there were no outstanding stock options or warrants.

On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 27, 2008 to the stockholders on record on close of business February 21, 2008. The Stockholders received four additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split.

5. INCOME TAXES

As of March 31, 2010, the Company had net operating loss carry forwards of approximately $76,658 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

6. MARKETING AND SALES DISTRIBUTION AGREEMENT

On March 9^th, 2007 The Company entered into a Marketing and Sales Distribution Agreement with Bossco-Laminate Co., LTD to market and distribute the laminate flooring products in North America. According to this agreement , Bossco-Laminate Co., LTD agrees to manufacture the 1200x300x8 mm polish surface and relief surface laminate flooring and fulfill Bosco's written purchase orders for Products in a timely manner, and in any event will use its best efforts to fill placed orders within a period of thirty days (30)days or less following the receipt of any written order.

F-9

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2010

7. RELATED PARTY TRANSACTIONS

On February 27, 2008 our Director had loaned the Company $10,000. The loan is non-interest bearing, due upon demand and unsecured. As of March 31, 2008 total loan amount was $10,000.

On July 18, 2008 our Director had loaned the Company $7,500. The loan is non-interest bearing, due upon demand and unsecured.

On September 16, 2008 our Director had loaned the Company $14,000. The loan is non-interest bearing, due upon demand and unsecured.

On October 8, 2008 our Director had loaned the Company $7,500 at the interest rate of 10%. The loan due upon demand and unsecured.

On December 21, 2009 our Director had loaned the Company $4,966. The loan is non-interest bearing, due upon demand and unsecured.

On December 22, 2009 our Director had loaned the Company $4,966. The loan is non-interest bearing, due upon demand and unsecured.

As of March 31, 2010 total loan amount was $48,932:

1. $41,432 of that loan is non-interest bearing and

2. $7,500 is at the interest rate of 10%.

8. CONTINGENCY

The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor in amount of $3,025. The Company examined the invoices, and decided that charges for the review of the 8K and correspondence with the successor auditor are excessive.

$3,025 is not part of the $5,000 already accrued.

9. SUBSEQUENT EVENTS

The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements.

F-10

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Bosco Holdings Inc.

(A Development Stage Company)

We have reviewed the accompanying balance sheets of Bosco Holdings Inc. (A Development Stage Company) as of June 30, 2010 and March 31, 2010, and the related statements of operations and cash flows for the three-month period ended June 30, 2010 and 2009, and from inception December 13, 2006 through June 30, 2010. These interim financial statements are the responsibility of the Corporation’s management.

We conduct our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists of principally applying analytical procedures and making inquiries of persons responsible for the financials and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been reviewed assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has accumulated losses of $81,448, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning 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/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

July 27, 2010

50 S. Jones Blvd Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

F-11

BOSCO HOLDINGS, INC

(A Development Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2010

(Unaudited)


BOSCO HOLDINGS, INC (A Development Stage Company) Balance Sheets
(Unaudited)

Assets
				June 30	March 31
				2010	2010

Current Assets
			Cash	$ 2,543	$ 4,506
			Prepaid Expenses	2,100
Total Assets				$ 4,643	$ 4,506


Liabilities and Stockholders’ Equity (deficit)

Current Liabilities
		Accounts payables and accrued liabilities		$ 5,000	$ 5,722
		Accrued Interest – Related Party Note		1,297	1,110
		Loans from related party		54,394	48,932
		Total Current Liabilities		$ 60,691	$ 55,764

Stockholders’ Equity (deficit)

	Common stock, $0.001par value, 75,000,000 shares authorized;
	26,200,000 shares issued and outstanding			26,200	26,200
	Additional paid-in-capital			(800)	(800)
	Deficit accumulated during the development stage			(81,448)	(76,658)
Total stockholders’ equity (deficit)				(56,048)	(51,258)
Total liabilities and stockholders’ equity (deficit)				$ 4,643	$ 4,506

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

F-12


BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Operations (Unaudited)


	Three Months Ended June 30, 2010	Three Months Ended June 30, 2009		From Inception on December 13, 2006 through June 30, 2010

Expenses
General and Administrative Expenses	$ 4,603		$ 4,523	$ 80,151
Total Expenses	$ 4,603		$ 4,523	$ 80,151
Net (loss) before Income Taxes	$ (4,603)		$ (4,523)	$ (80,151)
Other Expenses
Interest Expense	187		187	1,297
Income Tax Expense	-		-	-

Net (loss) for a period	$ (4,790)		$ (4,710)	$ (81,448)

(Loss) per common share – Basic and diluted	$ (0.00)		$ (0.00)

Weighted Average Number of Common Shares Outstanding	26,200,000		26,200,000
The accompanying notes are an integral part of these financial statements.

F-13


BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Cash Flows (Unaudited)
			Three Months Ended June 30, 2010	Three Months Ended June 30, 2009	From Inception on December 13, 2006 through June 30, 2010
Operating Activities
	Net (loss)		$ (4,790)	$ (4,710)	$ (81,448)
	Prepaid Expenses		(2,100)	-	(2,100)
	Accounts payables and accrued liabilities		(722)	-	5,000
	Net cash (used) for operating activities		(7,612)	(4,710)	(78,548)
Investing Activities
Net Cash Provided (Used) by Investing Activities			-	-	-
Financing Activities
	Loans from related party		5,462	-	54,394
	Accrued Interest – Related Party Note		187	187	1,297
	Sale of common stock		-	-	25,400
	Net cash provided by financing activities		5,649	187	81,091

Net increase (decrease) in cash and equivalents			(1,963)	(4,523)	2,543
Cash and equivalents at beginning of the period			4,506	12,527	-
Cash and equivalents at end of the period			$ 2,543	$ 8,004	$ 2,543
		Supplemental cash flow information:

		Cash paid for:

		Interest	$ -	$ -	$ -
		Taxes	$ -	$ -	$ -
Non-Cash Activities			$ -	$ -	$ -
The accompanying notes are an integral part of these financial statements.

F-14

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

Bosco Holdings, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”) and its efforts are primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, December 13, 2006 through June 30, 2010 the Company has accumulated losses of $81,448.

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception, December 13, 2006 through June 30, 2010 the Company has accumulated losses of $81,448.

As of June 30, 2010, the Company's has excess of current liabilities over its current assets by $56,048, with cash and cash equivalents representing $2,543.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash equivalents

For purposes of Statement of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent.

Use of Estimates and Assumptions

F-15

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

Fair Value of Financial Instruments

Income Taxes

At June 30, 2010 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

F-16

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and related party receivables. At June 30, 2010, the Company has cash in the amount of $2,543. The Company places its cash and temporary cash investments with credit quality institutions. All of the Company’s cash is in non FDIC insured accounts. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The Company does not have accounts receivable and allowance for doubtful accounts at June 30, 2010.

Revenue Recognition

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the period ended June 30, 2010.

F-17

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based Compensation

Recent accounting pronouncements

F-18

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of June 30, 2010 and the company has issued and outstanding 26,200,000 shares of common stock.

During the year March 31, 2007, the Company issued 26,200,000 shares of common stock for total cash proceeds of $25,400. At June 30, 2010 there were no outstanding stock options or warrants.

5. INCOME TAXES

As of June 30, 2010, the Company had net operating loss carry forwards of $81,448 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

6. MARKETING AND SALES DISTRIBUTION AGREEMENT

F-19

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

June 30, 2010

(Unaudited)

7. RELATED PARTY TRANSACTIONS

On February 27, 2008 our Director had loaned the Company $10,000. The loan is non-interest bearing, due upon demand and unsecured. As of March 31, 2008 total loan amount was $10,000.

On July 18, 2008 our Director had loaned the Company $7,500. The loan is non-interest bearing, due upon demand and unsecured.

On September 16, 2008 our Director had loaned the Company $14,000. The loan is non-interest bearing, due upon demand and unsecured.

On October 8, 2008 our Director had loaned the Company $7,500 at the interest rate of 10%. The loan is due upon demand and unsecured.

On December 21, 2009 our Director had loaned the Company $4,966. The loan is non-interest bearing, due upon demand and unsecured.

On December 22, 2009 our Director had loaned the Company $4,966. The loan is non-interest bearing, due upon demand and unsecured.

On May 27, 2010 our Director had loaned the Company $4,966. The loan is non-interest bearing, due upon demand and unsecured.

On May 28, 2010 our Director had loaned the Company $496. The loan is non-interest bearing, due upon demand and unsecured.

As of June 30, 2010 total loan amount was $54,394:

1. $46,894 of that loan is non-interest bearing and

2. $7,500 is at the interest rate of 10%.

8. CONTINGENCY

$3,025 is not part of the $5,000 already accrued.

9. SUBSEQUENT EVENTS

UNTIL ____, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR

NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.

THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN

ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR

SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified s provided by the Nevada Revised

Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its

shareholders for monetary liabilities applies automatically unless it is

specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company

or its shareholders in connection with a matter in which

the director has a material conflict of interest;

(2) a violation of criminal law (unless the director had

reasonable cause to believe that his or her conduct was

lawful or no reasonable cause to believe that his or her

conduct was unlawful);

(3) a transaction from which the director derived an

Improper personal profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the

fullest extent not prohibited by Nevada law; provided, however, that we may

modify the extent of such indemnification by individual contracts with our

directors and officers; and, provided, further, that we shall not be required

to indemnify any director or officer in onnection with any proceeding (or part

thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by

law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole

discretion, pursuant to the powers vested us under

Nevada law; or

(4) such indemnification is required to be made pursuant to

the bylaws.

Our bylaws provide that we will advance all expenses ncurred to any person who

was or is a party or is threatened to be made a party to any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that he is or was our

director or officer, or is or was serving at our request as a director or

executive officer of another company, partnership, joint venture, trust or

other enterprise, prior to the final disposition of the proceeding, promptly

following request. This advance of expenses is to be made upon receipt of an

undertaking by or on behalf of such person to repay said amounts should it be

ultimately determined that the person was not entitled to be indemnified

under our bylaws orotherwise.

Our bylaws also provide that no advance shall be made by us to any officer in

any action, suit or proceeding, whether civil, criminal, administrative or

investigative, if a determination is reasonably and promptly made: (a) by the

board of directors by a majority vote of a quorum consisting of directors who

were not parties to the proceeding; or (b) if such quorum is not obtainable,or,

even if obtainable, a quorum of disinterested directors so directs, by

independent legal counsel in a written opinion, that the facts known to the

decision- making party at the time such determination is made demonstrate

clearly and convincingly that such person acted in bad faith or in a manner

that such person did not believe to be in or not opposed to our best interests.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 6.23

Transfer Agent Fees $ 3,000.00

Accounting fees and expenses $ 7,000.00

Legal fees and expenses $ 4,000.00

Edgar filing fees $ 1,000.00

-- -----------

Total $ 15,006.23

===========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these

expenses will be borne by the selling shareholders. The selling shareholders,

however, will pay any other expenses incurred in selling their common stock,

including any brokerage commissions or costs of sale.

RECENT SALES OF UNREGISTERED SECURITIES

We completed an offering of 3,000,000 pre-split shares of our common stock at a price of $0.001 per share on March 7, 2007. The total amount received from this offering was $3,000. We completed this offering pursuant to Regulation S of the Securities Act. These 3,000,000 shares were issued Alexander Dannikov, our president, chief executive officer, treasurer, secretary and sole director.

We completed an offering of 2,240,000 pre-split shares of our common stock at a price of $0.01 per share to a total of 28 purchasers on March 28, 2007. The total amount received from this offering was $22,400. We completed this offering pursuant to Regulation S of the Securities Act. The purchasers were as follows:

Name of Subscriber Number of Shares

Vitaliy Vasyuk 80,000

Pavel Petrzhikovskiy 80,000

Yelena Lyakutina 80,000

Yevgeniy Kubyshev 80,000

Vladislav Prikhodko 80,000

Andrey Kryukov 80,000

Natalia Kryukova 80,000

Nikolay Padalets 80,000

Elizaveta Padalets 80,000

Oleg Lyakutin 80,000

Dmitry Perfilyev 80,000

Alexey Didenko 80,000

Irina Vysochina 80,000

Vladimir Vysochin 80,000

Pavel Blinnikov 80,000

Artem Andreyev 80,000

Roman Chernetskiy 80,000

Chandkiran Sharma 80,000

Elena Syrovatskaya 80,000

Anastasia Kulebyakina 80,000

Irina Samigullina 80,000

Olga Deshina 80,000

Maisa Magerramova 80,000

Igor Lyakutin 80,000

Alexander Gilev 80,000

Liudmila Loginova 80,000

Ivan Krikun 80,000

Olga Emelyanova 80,000

On April 8, 2008, we effected a forward split of our common stock, by way of a dividend, pursuant to which each shareholder of record on April 4, 2008 received five shares of our post-split common stock in exchange for each share of pre-split common stock.

REGULATION S COMPLIANCE

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf

of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a

U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and

was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in

accordance with the provisions of Regulation S, pursuant to registration under

the Act, or pursuant to an available exemption from registration; and agreed

not to engage in hedging transactions with regard to such securities unless

in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited

except in accordance with the provisions of Regulation S, pursuant to

registration under the Act, or pursuant to an available exemption from

registration; and that hedging transactions involving those securities may

not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles,

charter or comparable document, to refuse to register any transfer of the

securities not made in accordance with the provisions of Regulation S pursuant

to registration under the Act, or pursuant to an available exemption from

registration; provided, however, that if any law of any Canadian province

prevents us from refusing to register securities transfers, other reasonable

procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of

Regulation S have been implemented to prevent any transfer of the securities

not made in accordance with the provisions of Regulation S.

EXHIBITS

Exhibit

Number Description

3.1* Articles of Incorporation

3.2* Bylaws

5.1* Legal opinion of Daniel C. Masters, with Consent to Use

10.1* Distribution Agreement

23.1 Consent of Seale & Beers, CPAs

23.2* Consent to use the name of Legal Counsel in SB-2

* filed as exhibits to our registration statements on Form SB-2 previously filed with the Securities & Exchange Commission

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a

post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the

Securities Act of 1933;

(b) reflect in the prospectus any facts or events which,

individually or together, represent a fundamental change in the

information set forth in this registration statement; and

notwithstanding the forgoing, any increase or decrease in volume

of securities offered (if the total dollar value of securities

offered would not exceed that which was registered) and any

deviation from the low or high end of the estimated maximum

offering range may be reflected in the form of prospectus filed

with the commission pursuant to Rule 424(b) if,in the aggregate,

the changes in the volume and price represent no more than a 20%

change in the maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration Statement; and

plan of distribution.

2. That, for the purpose of determining any liability under the Securities

Act, each such post-effective amendment shall be deemed to be a new

registration statement relating to the securities offered herein, and

the offering of such securities at that time shall be deemed to be the

initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any

of the securities being registered hereby which remain unsold at the

termination of the offering.

4. That, for determining our liability under the Securities Act to any

purchaser in the initial distribution of the securities, we undertake

that in a primary offering of our securities pursuant to this

registration statement, regardless of the underwriting method used

to sell the securities to the purchaser, if the securities are offered

or sold to such purchaser by means of any of the following

communications, we will be a seller to the purchaser and will be

considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus that we file relating

to the offering required to be filed pursuant to Rule 424

(Section 230.424 of this chapter);

(ii) any free writing prospectus relating to the offering prepared by

or on our behalf or used or referred to by us;

(iii) the portion of any other free writing prospectus relating to the

offering containing material information about us or our

securities provided by or on behalf of us; and

(iv) any other communication that is an offer in the offering made by

us to the purchaser.

Each prospectus filed pursuant to Rule 424(b) as part of a registration

statement relating to an offering, other than registration statements relying

on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall

be deemed to be part of and included in the registration statement as of the

date it is first used after effectiveness. Provided, however, that no statement

made in a registration statement or prospectus that is part of the registration

statement or made in a document incorporated or deemed incorporated by

reference into the registration statement or prospectus that is part of the

registration statement will, as to a purchaser with a time of contract of sale

prior to such first use, supersede or modify any statement that was made in the

registration statement or prospectus that was part of the registration

statement or made in any such document immediately prior to such date of first

use.

Insofar as indemnification for liabilities arising under the Securities Act may

be permitted to our directors, officers and controlling persons pursuant to the

provisions above, or otherwise, we have been advised that in the opinion of the

Securities and Exchange Commission such indemnification is against public

policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other

than the payment by us of expenses incurred or paid by one of our directors,

officers, or controlling persons in the successful defense of any action, suit

or proceeding, is asserted by one of our directors, officers, or controlling

person in connection with the securities being registered, we will, unless in

the opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the question whether

such indemnification is against public policy as expressed in the Securities

Act, and we will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the

registrant certifies that it has reasonable grounds to believe that it meets

all of the requirements for filing on Form S-1 and authorized this

registration statement to be signed on its behalf by the undersigned, in

the City of Irkutsk, Irkutsk Region, Russia, August 13, 2010

Bosco Flooring, Inc.

By: /s/ Alexander Dannikov

------------------------------

Alexander Dannikov, President, Chief

Executive Officer, Treasurer,

Secretary, principal accounting

officer, principal financial

officer and Director

In accordance with the requirements of the Securities Act of 1933, this

registration statement was signed by the following persons in the capacities and

on the dates stated.

SIGNATURE CAPACITY IN WHICH SIGNED DATE

/s/ Alexander Dannikov President, Chief Executive August 13, 2010

---------------------- Officer, Secretary, Treasury,

Alexander Dannikov principal financial officer

principal accounting officer

and Director

EXHIBIT INDEX

Exhibit

Number Description

3.1* Articles of Incorporation

3.2* Bylaws

5.1* Legal opinion of Daniel C. Masters, with Consent to Use

10.1* Distribution Agreement

23.1 Consent of Seale & Beers, CPAs

23.2* Consent to use the name of Legal Counsel in SB-2

* filed as exhibits to our registration statements on Form SB-2 previously filed with the Securities & Exchange Commission