-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6SzYbh2ottVbYiGCMK+zl3oOZefbfNkKW+ODHFy9lZHCXQXQJr0B0+c+ql99TPX 7TuLMIxUrqONi4oPeLrxjg== 0001406257-08-000004.txt : 20080501 0001406257-08-000004.hdr.sgml : 20080501 20080501102911 ACCESSION NUMBER: 0001406257-08-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bonfire Productions, Inc. CENTRAL INDEX KEY: 0001406257 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-145743 FILM NUMBER: 08792813 BUSINESS ADDRESS: STREET 1: 2018 156TH AVENUE NE SUITE 100 CITY: BELLEVUE, STATE: WA ZIP: 98007 BUSINESS PHONE: 425-748-5041 MAIL ADDRESS: STREET 1: 2018 156TH AVENUE NE SUITE 100 CITY: BELLEVUE, STATE: WA ZIP: 98007 10QSB 1 bonfireqrmar08a.txt FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2008. [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to . ------------- ------------ Commission File Number 333-145743 BONFIRE PRODUCTIONS, INC. (Exact name of small business issuer as specified in its charter) Nevada 83-0506099 ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 2018 156th Avenue NE, Building F, Suite 100 Bellevue, WA 98007 ------------------------------------------- (Address of principal executive offices) (425) 748-5041 --------------------------- (Issuer's telephone number) None ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,503,332 Shares of $0.001 par value Common Stock outstanding as of April 28, 2008. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] BONFIRE PRODUCTIONS, INC. (A Development Stage Company) FINANCIAL STATEMENTS March 31, 2008 (Unaudited) BALANCE SHEET STATEMENT OF OPERATIONS STATEMENT OF CASH FLOWS STATEMENT OF STOCKHOLDERS' EQUITY NOTES TO FINANCIAL STATEMENTS MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS - ------------------------ PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Bonfire Productions Inc (A Development Stage Company) We have reviewed the accompanying balance sheet of Bonfire Productions Inc as of March 31, 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the three-month and nine-month periods ended March 31, 2008, 2007 and inception August 25, 2006 through March 31, 2008. These interim financial statements are the responsibility of the Corporation's management. We conducted 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 condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. /s/ Moore & Associates, Chartered Las Vegas, Nevada April 29, 2008 2675 S.JONES BLVD.SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501 ================================================================================ BONFIRE PRODUCTIONS, INC. (A Development Stage Company) BALANCE SHEET
March 31, June 30, 2008 2007 ---- ---- (Unaudited) (Audited) ASSETS ------ Current assets Cash $ - $ 16,523 Prepaid expenses 31 - --------------- --------------- Total current assets 31 16,523 Property and equipment, net 1,878 - Security deposit 200 - --------------- --------------- Total Assets $ 2,109 $ 16,523 =============== =============== LIABILITIES & STOCKHOLDERS' EQUITY ---------------------------------- Current liabilities Bank indebtedness $ 468 $ - Accounts payable and accrued liabilities 9,251 6,219 Due to related parties 2,745 1,986 Loan payable - related parties 15,758 15,029 --------------- --------------- Total current liabilities 28,222 23,234 Total Liabilities 28,222 23,234 --------------- --------------- Stockholders' Equity Capital stock 75,000,000 shares authorized, $0.001 par value 6,503,332 shares issued and outstanding (June 30, 2007 - 3,500,000) 6,503 3,500 Additional paid in capital 42,047 - Deficit accumulated during the development stage ( 74,663) ( 10,211) --------------- --------------- Total Stockholders' Equity ( 26,113) ( 6,711) --------------- --------------- Total Liabilities and Stockholders' Equity $ 2,109 $ 16,523 =============== ===============
The accompanying notes are an integral part of these financial statements BONFIRE PRODUCTIONS, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited)
Three months Three months Nine months August 25, 2006 August 25, 2006 Ended Ended Ended (Inception) through (Inception) through March 31, March 31, March 31, March 31, March 31, 2008 2007 2008 2007 2008 ---- ---- ---- ---- ---- Revenue $ - $ - $ - $ - $ - ---------- ------------- ----------- ------------- ------------ Expenses: Accounting and audit fees $ 3,000 $ - $ 9,800 $ - $ 12,800 Amortization 25 - 51 - 51 Audio production 14,500 - 14,500 - 14,500 Consulting - - 7,066 - 7,066 General and Administrative (recovery) 1,163 (20) 3,916 10 4,543 Legal 350 - 5,850 - 5,850 Management - - 3,000 2,000 5,000 Organization costs - - - 355 355 Rent 770 - 2,230 - 3,430 Transfer agent 1,255 - 12,510 - 12,510 Website development 4,800 - 4,800 - 7,800 ---------- ------------- ----------- ------------- ------------ 25,863 (20) 63,723 2,365 73,905 ---------- ------------- ----------- ------------- ------------ Loss from operations ( 25,863) 20 ( 63,723) ( 2,365) ( 73,905) Other income (expense) Interest expense ( 241) - ( 729) - ( 758) ---------- ------------- ----------- ------------- ------------ Income (loss) before provision for income tax ( 26,104) 20 ( 64,452) ( 2,365) ( 74,663) Provision for income tax - - - - - ---------- ------------- ----------- ------------- ------------ Net income (loss) $( 26,104) $ 20 $( 64,452) $( 2,365) $( 74,663) =========== ============= =========== ============= ============ Net income (loss) per share $( 0.01) $ 0.00 $( 0.01) $( 0.01) =========== ============= =========== ============= Weighted average number of common shares outstanding 6,503,332 3,500,000 5,258,969 1,589,450 =========== ============= =========== =============
The accompanying notes are an integral part of these financial statements BONFIRE PRODUCTIONS, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited)
Nine months August 25, 2006 August 25, 2006 Ended (Inception) through (Inception) through March 31, March 31, March 31, 2008 2007 2008 ---- ---- ---- Cash Flows From Operating Activities: Net income (loss) $ ( 64,452) $ ( 2,365) $ ( 74,663) Adjustment to reconcile net income to net cash provided by (used for) operating activities: Amortization 51 - 51 Prepaid expenses ( 31) - ( 31) Security deposit ( 200) - ( 200) Accounts payable and accrued liabilities 3,032 - 9,251 Accounts payable related parties 759 435 2,745 ------------ ------------ ----------- Net cash provided by (used for) operating activities ( 60,841) ( 1,930) ( 62,847) ------------ ------------ ----------- Cash Flows From Investing Activities Purchase of fixed assets ( 1,929) - ( 1,929) ------------ ------------ ----------- Net cash provided by (used for) investing activities ( 1,929) - ( 1,929) ------------ ------------ ----------- Cash Flows From Financing Activities: Loan payable - related party 729 - 15,758 Proceeds from issuance of common stock 45,050 3,500 48,550 ------------ ------------ ----------- Net cash provided by (used for) financing activities 45,779 3,500 64,308 ------------ ------------ ----------- Net Increase (Decrease) In Cash ( 16,991) 1,570 ( 468) Cash At The Beginning Of The Period 16,523 - - ------------ ------------ ----------- Cash (Bank Indebtedness) At The End Of The Period $ ( 468) $ 1,570 $ ( 468) ============ ============ =========== Schedule Of Non-Cash Investing And Financing Activities None Supplemental Disclosure Cash paid for: Interest $ - $ - $ - ============ ============ =========== Income Taxes $ - $ - $ - ============ ============ ===========
The accompanying notes are an integral part of these financial statements BONFIRE PRODUCTIONS, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY August 25, 2006 (Inception) Through March 31, 2008 (Unaudited)
Deficit Accumulated Common Shares During the ------------- Paid In Development Number Par Value Capital Stage Total ------ --------- ------- ----- ----- Balances, August 25, 2006 - $ - $ - $ - $ - Issued for cash: Common stock December, 2006 - at $0.001 3,500,000 3,500 - - 3,500 Net gain (loss) for the period ended June 30, 2007 - - - ( 10,211) ( 10,211) --------- ----------- ----------- ----------- ------------ Balances, June 30, 2007 3,500,000 3,500 - ( 10,211) ( 6,711) Issued for cash: Common stock November, 2007 - at $0.015 3,003,332 3,003 42,047 - 45,050 Net gain (loss) for the period ended March 31, 2008 - - - ( 64,452) ( 64,452) --------- ----------- ----------- ----------- ------------ Balances, March 31, 2008 6,503,332 $ 6,503 $ 42,047 $( 74,663) $ ( 26,113) ========= =========== =========== =========== ============
The accompanying notes are an integral part of these financial statements BONFIRE PRODUCTIONS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2008 (Unaudited) Note 1 Nature and Continuance of Operations ------------------------------------ Organization ------------ The Company was incorporated in the State of Nevada, United States of America on August 25, 2006 and its fiscal year end is June 30. The Company is engaged in recording, publishing and distribution of the multicultural stories and fairy tales for children through its website www.bonfiretales.com and other internet retailers. Going Concern ------------- These financial statements have been prepared on a going concern basis. The Company has a working capital deficiency of $28,191, and has accumulated deficit of $74,663 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate 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. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that the company will be able to continue as a going concern. The Company to date has funded its initial operations through the issuance of 6,503,332 shares of capital stock for proceeds of $48,550 and loans from director in the amount of $15,000. Management plans to continue to provide for its capital needs by the issuance of common stock and related party advances. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Unaudited Interim Financial Statements -------------------------------------- The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended June 30, 2007 included in the Company's SB-2 filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form SB-2. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008. Bonfire Productions, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2008 (Unaudited) - Page 2 Note 2 Summary of Significant Accounting Policies ------------------------------------------ The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: Development Stage Company ------------------------- The Company complies with Financial Accounting Standard Board Statement ("FAS") No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage. Revenue Recognition ------------------- We recognize revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Impairment of Long-lived Assets ------------------------------- Capital assets are reviewed for impairment in accordance with FAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", which was adopted effective January 1, 2002. Under FAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value. Technology and Content ---------------------- Technology and content expenses consist principally of consultants' fees and expenses related to website development, editorial content, and systems support. Technology and content costs are expensed as incurred. Bonfire Productions, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2008 (Unaudited) - Page 3 Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ Foreign Currency Translation ---------------------------- The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", since the functional currency of the Company is U.S. dollars, the foreign currency financial statements of the Company's subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders' equity accounts and furniture and equipment are translated by using historical exchange rates. Any re-measurement gain or loss incurred is reported in the income statement. Net Loss per Share ------------------ Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive losses per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. Stock-based Compensation ------------------------ The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. Income Taxes ------------ The Company uses the asset and liability method of accounting for income taxes in accordance with FAS No. 109 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Fair Value of Financial Instruments ----------------------------------- The carrying value of the Company's financial instruments consisting of cash, accounts payable and accrued liabilities, agreement payable and due to related party approximate their carrying value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Bonfire Productions, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2008 (Unaudited) - Page 4 Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ Recent Accounting Pronouncements -------------------------------- In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning February 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006 which for the Company would be February 1, 2007. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations. In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006 which for the Company would be February 1, 2007. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations. Bonfire Productions, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2008 (Unaudited) - Page 5 Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ Recent Accounting Pronouncements -------------------------------- In December 2007, the FASB issued two new statements: (a.)SFAS No. 141 (revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its consolidated financial statements. (a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase. (b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent's equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent's ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently. Note 3 Capital 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. During the period from August 25, 2006 (inception) to June 30, 2007, the Company issued 3,500,000 shares of common stock to its director for total proceeds of $3,500. During the nine months ended March 31, 2008, the Company issued 3,003,332 shares of common stock at $0.015 per share for total proceeds of $45,050. To March 31, 2008, the Company has not granted any stock options and has not recorded any stock-based compensation. Bonfire Productions, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2008 (Unaudited) - Page 6 Note 4 Related Party Transactions -------------------------- a) The President of the Company provides management services to the Company. During the period ended March 31, 2008 management services of $3,000 (June 30, 2007 - $2,000) were charged to operations. b) During the period ended June 30, 2007, the President of the Company provided a $15,000 loan to the Company. The loan payable is unsecured, bears interest at 6.45% per annum, and consists of $15,000 of principal due on June 19, 2008, and $758 of accrued interest payable as at March 31, 2008. c) As at March 31, 2008, the Company owed $2,745 (June 30, 2007 - $1,986) to the President of the Company for expenses incurred on behalf of the Company. d) A director of the Company provides consulting services to the Company. During the period ended March 31, 2008 consulting services of $2,066 (June 30, 2007 - $Nil) were charged to operations. Forward-Looking Statements - -------------------------- This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing. Item 2. Plan of Operation - ------------------------- For the next twelve months our specific goal will be to record additional collections of children's stories from around the world and begin promotion of our website, subject to financing. To date, we have recorded four stories which are available for purchase and download from our website www.bonfiretales.com. We estimate the cost of recording of four additional stories with an average duration of 15-20 minutes with musical effects and casting of at least two voice talent artists to be approximately $14,000. We plan dedicating $5,000 to marketing and promotion of our website, subject to financing. In addition, we plan optimizing our website for search engines, and getting listed in online directories. We also plan devoting funds to advertisements on parent-oriented websites such as ivillage.com, parenting.com and todaysparent.com, subject to financing. As well, we anticipate spending an additional $12,000 on professional fees, general administrative costs and expenditures associated with complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $31,000. To March 31, 2008, the Company has funded its initial operations through the issuance of 6,503,332 shares of capital stock for proceeds of $48,550 and loans from director in the amount of $15,000. Subsequent to March 31, 2008, the President of the Company provided an additional $9,500 loan to the Company. The loan payable is unsecured, bears interest at 6.45% per annum and is payable on demand. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. 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. Results of Operations For Period Ending March 31, 2008 - ------------------------------------------------------ We did not earn any revenues during the nine-month period ending March 31, 2008. During the period ended March 31, 2008, we incurred operating expenses in the amount of $64,452. These operating expenses were comprised of accounting and audit fees of $9,800, amortization of $51, audio production costs of $14,500, consulting fees of $7,066, general and administrative expenses of $3,916, legal fees of $5,850, management fees of $3,000, interest expense of $729, transfer agent expense of $12,510, rent of $2,230 and website development costs of $4,800. As of March 31, 2008, we have recorded and published on our website our first four collections of children's stories from around the world. We have completed development of our website by adding four additional pages dedicated to the stories recorded to date and adding a shopping cart. The stories are available for purchase and download at $2.99 per story. For this purpose, we hired a recording studio, which sourced the voice talents, and managed the recording process. To date we incurred $14,000 in recording costs and $500 in script writing costs. During the period ended June 30, 2007, the President of the Company provided a $15,000 loan to the Company. The loan payable is unsecured, bears interest at 6.45% per annum, and consists of $15,000 of principal due on June 19, 2008, and $758 of accrued interest payable as of March 31, 2008. Subsequent to March 31, 2008, the President of the Company provided an additional $9,500 loan to the Company. The loan payable is unsecured, bears interest at 6.45% per annum and is payable on demand. The Company used this $9,500 loan to cover recording costs of $7,000 and general administrative expenses. As at March 31, 2008, the Company had assets totalling $2,109, and liabilities totalling $28,222 for a working capital deficiency of $28,191. On September 14, 2007, the Company's Registration Statement on the Form SB-2 became effective. To date the Company issued 3,003,332 shares of common stock at $0.015 per share for cash proceeds of $45,050 pursuant to this Registration Statement. We have not generated any revenue since inception and are dependent upon obtaining financing to pursue recording, marketing and distribution activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern. Critical Accounting Policies - ---------------------------- Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies. Revenue Recognition - ------------------- We recognize revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Item 3 Controls and Procedures - ------------------------------ Evaluation of Disclosure Controls We evaluated the effectiveness of our disclosure controls and procedures as of April 29, 2008. This evaluation was conducted by Alexander Kulyashov and Nadezda Maximova, our chief executive officer and our principal accounting officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported. Limitations on the Effective of Controls Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Conclusions Based upon their evaluation of our controls, Alexander Kulyashov and Nadezda Maximova our chief executive officer and principal accounting officer, have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls. PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings - ------------------------- The Company is not a party to any pending legal proceedings. Management is not aware of any threatened litigation, claims or assessments. Item 2. Changes in Securities - ----------------------------- None. Item 3. Defaults Upon Senior Securities - --------------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------- None. Item 5. Other Information - ------------------------- None. Item 6. Exhibits and Report on Form 8-K 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 On October 1, 2007 we have filed the Form 8-K announcing the appointment of a director to the Company's Board of Directors. SIGNATURES - ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bonfire Productions, Inc. /s/ Alexander Kulyashov ------------------------------- Alexander Kulyashov President, Chief Executive Officer, and Director Dated: April 29, 2008 /s/ Nadezda Maximova --------------------------- Nadezda Maximova Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director Dated: April 29, 2008 EX-31.1 2 ex311.txt EXHIBIT 31.1 ================================================================================ Exhibit 31.1 CERTIFICATION I, Alexander Kulyashov, President, Chief Executive Officer, and Director of Bonfire Productions, Inc. Inc. certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bonfire Productions, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of April 29, 2008 (the "Evaluation Date"); c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 29, 2008 /s/ Alexander Kulyashov - -------------------------- President, Chief Executive Officer, and Director EX-31.2 3 ex312.txt EXHIBIT 31.2 ================================================================================ Exhibit 31.2 CERTIFICATION I, Nadezda Maximova, Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director of Bonfire Productions, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bonfire Productions, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of April 29, 2008 (the "Evaluation Date"); c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 29, 2008 /s/ Nadezda Maximova - ---------------------------------- Nadezda Maximova Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director EX-32.1 4 ex321.txt EXHIBIT 32.1 ================================================================================ Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bonfire Productions, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 29, 2008 /s/ Alexander Kulyashov - -------------------------- Alexander Kulyashov President, Chief Executive Officer, and Director EX-32.2 5 ex322.txt EXHIBIT 32.2 ================================================================================ Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bonfire Productions, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 29, 2008 /s/ Nadezda Maximova - ---------------------------------- Nadezda Maximova Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director -----END PRIVACY-ENHANCED MESSAGE-----