UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2009.
o 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 registrant as specified in its charter)
| Nevada | | 75-3260546 |
| (State or other jurisdiction of | | (IRS Employer Identification Number) |
| incorporation or organization) | | |
One Sugar Creek Center Blvd.
Sugar Land, Texas 77478
(Address of principal executive offices) (Zip Code)
(713) 589-5393
(Registrant’s telephone number, including area code)
6302 Messedge Drive
Colorado Springs, Colorado 80919
(Former Address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No (Not required by smaller reporting companies.)
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)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X] No []
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 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court. Yes[ ] No [ ]
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: 65,033,320 shares of $0.001 par value Common Stock outstanding as of May 10, 2010.
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
INDEX
| PART I. FINANCIAL INFORMATION | Page No. |
| | |
| Item 1. Financial Statements | |
| | |
| Balance Sheets as of September 30, 2009 and June 30, 2009 (Unaudited) | 3 |
| | |
Statements of Operations for the three months ended September, 2009 and 2008 and for the period from August 25, 2006 (Inception) to September 30, 2009 (Unaudited) | 4 |
| | |
Statements of Cash Flows for the three months ended September 30, 2009 and 2008 and for the period from August 25, 2006 (Inception) to September 30, 2009 (Unaudited) | 5 |
| | |
| Notes to the Financial Statements (Unaudited) | 6 |
| | |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| | |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 11 |
| | |
| Item 4. Controls and Procedures | 11 |
| | |
| PART II. OTHER INFORMATION | |
| | |
| Item 1. Legal Proceedings | 12 |
| | |
| Item 2. Recent Sales of Unregistered Securities | 12 |
| | |
| Item 3. Defaults Upon Senior Securities | 12 |
| | |
| Item 4. Submission of Matters to a Vote of Security Holders | 12 |
| | |
| Item 5. Other Information | 12 |
| | |
| Item 6. Exhibits | 13 |
| | |
| Signatures | 14 |
BONFIRE PRODUCTIONS, INC. (A Development Stage Company)
Balance Sheets
(Unaudited)
| | | As of September 30, 2009 | | | As of June 30, 2009 | |
| | | | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| Current assets | | | | | | |
| Cash | | $ | - | | | $ | 459 | |
| Total current assets | | | - | | | | 459 | |
| | | | | | | | | |
| Total Assets | | $ | - | | | $ | 459 | |
| | | | | | | | | |
| LIABILITIES & STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 3,595 | | | $ | 5,792 | |
| Loan payable - related parties | | | 25,250 | | | | 21,250 | |
| | | | | | | | | |
| Total current liabilities | | | 28,845 | | | | 27,042 | |
| | | | | | | | | |
| Total Liabilities | | | 28,845 | | | | 27,042 | |
| | | | | | | | | |
| Stockholders' Deficit | | | | | | | | |
| Common stock | | | | | | | | |
| 75,000,000 shares authorized, $0.001 par value; | | | | | | | | |
| 65,033,320 shares issued and outstanding | | | | | | | | |
| as of September 30, 2009 and June 30, 2009 | | | 65,033 | | | | 65,033 | |
| Additional paid-in capital | | | 36,272 | | | | 36,272 | |
| Deficit accumulated during the development stage | | | (130,150 | ) | | | (127,888 | ) |
| | | | | | | | | |
| Total Stockholders' Deficit | | | (28,845 | ) | | | (26,583 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders' Deficit | | $ | - | | | $ | 459 | |
The accompanying notes are an integral part of these financial statements
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | From Inception | |
| | | | | | | | | on August 25, | |
| | | | | | | | | 2006 (Inception) | |
| | | | | | Through | |
| | | Three Months Ended September 30, | | | September 30, | |
| | | 2009 | | | 2008 (Restated) | | | 2009 | |
| | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | |
| Amortization | | | - | | | | 139 | | | | 76 | |
| Audio production | | | - | | | | - | | | | 14,500 | |
| Professional and legal fees | | | - | | | | - | | | | 15,792 | |
| General and administrative | | | 2,262 | | | | 12,760 | | | | 98,314 | |
| | | | | | | | | | | | | |
| Total expenses | | | 2,262 | | | | 12,899 | | | | 128,682 | |
| | | | | | | | | | | | | |
| Loss from operations | | | (2,262 | ) | | | (12,899 | ) | | | (128,682 | ) |
| | | | | | | | | | | | | |
| Other income (expense): | | | | | | | | | | | | |
| Interest expense | | | - | | | | (336 | ) | | | (1,468 | ) |
| | | | | | | | | | | | | |
| Total other income (expense) | | | - | | | | (336 | ) | | | (1,468 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net loss | | $ | (2,262 | ) | | $ | (13,235 | ) | | $ | (130,150 | ) |
| | | | | | | | | | | | | |
| Net loss per common share - basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| Weighted average number of common shares outstanding - basic and diluted | | | 65,033,320 | | | | 65,033,320 | | | | 65,033,320 | |
The accompanying notes are an integral part of these financial statements
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Three Months Ended September 30, 2009 | | | Three Months Ended September 30, 2008 (Restated) | | | From August 25, 2006 (Inception) Through September 30, 2009 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net loss | | $ | (2,262 | ) | | $ | (13,235 | ) | | $ | (130,150 | ) |
| Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | | | | | | | | | | | | |
| Amortization | | | - | | | | 139 | | | | 76 | |
| Accounts payable and accrued liabilities | | | (2,197 | ) | | | 335 | | | | 4,513 | |
| CASH USED IN OPERATING ACTIVITIES | | | (4,459 | ) | | | (12,761 | ) | | | (125,561 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
| Purchase of fixed assets | | | - | | | | - | | | | (1,929 | ) |
| Disposition of fixed assets | | | - | | | | - | | | | 1,852 | |
| CASH USED IN INVESTING ACTIVITIES | | | - | | | | - | | | | (77 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Advances from related party | | | 4,000 | | | | 19,646 | | | | 77,088 | |
| Proceeds from issuance of common stock | | | - | | | | - | | | | 48,550 | |
| CASH PROVIDED BY FINANCING ACTIVITIES | | | 4,000 | | | | 19,646 | | | | 125,638 | |
| | | | | | | | | | | | | |
| NET CHANGE IN CASH | | | (459 | ) | | | 6,885 | | | | - | |
| | | | | | | | | | | | | |
| CASH AT BEGINNING OF PERIOD | | | 459 | | | | 410 | | | | - | |
| CASH AT END OF PERIOD | | $ | - | | | $ | 7,295 | | | $ | - | |
| | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE | | | | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| Interest | | $ | - | | | $ | - | | | $ | - | |
| Income taxes | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Non-cash investing and financing activities: | | | | | | | | | | | | |
| Forgiveness of debt by related party | | $ | - | | | $ | 37,123 | | | $ | 37,123 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
(Unaudited)
Note 1. Basis of Presentation
The unaudited financial statements presented herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and the accounting policies set forth in its audited financial statements for the period ended June 30, 2009 as filed with the Securities and Exchange Commission (the “SEC”) in the Company’s Annual Report on Form 10-K and should be read in conjunction with the notes thereto.
In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted. The results of operations presented for the three months ended September 30, 2009 are not necessarily indicative of the results to be expected for the year. These financial statements should be read in connection with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009.
Note 2. Going Concern
At September 30, 2009, the Company had cash and cash equivalents of $0 and working capital deficit of $28,845. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2010 based on its current operating plan and condition.
The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue, although there can be no assurance thereof. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.
Note 3. Related Party Transactions
During the three month period ended September 30, 2009, Mr. Vikram Khanna and Tim C. DeHerrera each paid an outstanding payable for $2,000 each on behalf of the company. The loan is payable on demand with no fixed term or set duration of repayment.
Note 4. Restatement
The Company’s financial statements for the three months ended September 30, 2008 have been restated due to accounting errors. The Company incorrectly reported a related party loan as income in the amount of $7,500 and incorrectly reported the forgiveness of related party debt of $37,123 as other income. These amounts have been reduced to $0 in the accompany statement of operations for the three months ended September 30, 2008 as a result of the restatement.
Note 5. Subsequent Events
On April 8, 2010, Bonfire Productions, Inc. ("Bonfire") executed and entered into an agreement and plan of merger with CMoney, Inc. ("CMoney"), a Delaware corporation, pursuant to which Bonfire and CMoney have set forth certain terms relating to a proposed reverse merger transaction between the parties, whereby a new Bonfire wholly-owned subsidiary ("C$ cMoney Acquisition"), shall merge with and into CMoney, resulting in CMoney becoming a wholly-owned subsidiary of Bonfire.
On May 6, 2010, Bonfire, C$ cMoney and C$ cMoney Acquisition completed the merger. Immediately prior to the merger, Jennifer Pharris, who became the controlling stockholder of the Company on April 21, 2010 through a purchase of shares of the Company’s common stock, was also the founder, controlling stockholder, sole director, President and Chief Executive Officer of C$ cMoney.
Promptly after completion of the merger of C$ cMoney Acquisition into C$ cMoney, C$ cMoney was merged into Bonfire, with Bonfire being the surviving entity. Bonfire plans to change its name to cMoney, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward Looking Statements
This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
- risks related to our international operations and currency exchange fluctuations;
- risks related to product liability claims;
- other risks and uncertainties related to our business plan and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Bonfire Productions" mean Bonfire Productions, Inc., unless otherwise indicated.
Our Current Business
We record, market and sell online multicultural children's content in audio format. Our objective is to become a provider of folk stories, fairy tales and traditional stories from around the world. We plan to acquire rights to content, subject to financing, in either the original language or a translated-to-English version and produce audio and video recordings that will be sold in the popular MP3 format online or on CDs and DVDs.
Our business consists of three main areas of activity:
1. Sourcing content:
Our business relies on sourcing unique children's stories from around the world. We intend to accomplish this by using copyright-free material, and obtaining permissions to record printed materials in audio format from publishers and authors of copyrighted content. In order to avoid any violation of copyright law, we intend on hiring, subject to financing, a copyright lawyer on contract basis to consult us on legal matters pertaining to copyrights, rights management and to assist us in obtaining the appropriate permissions for copyrighted content.
2. Audio/Video production:
We have hired a recording studio and 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.
3. Marketing and sales of our products:
We are selling our audio recordings on our website (www.bonfiretales.com) for use at home and in portable music devices, such as MP3 players. Parents can download individual stories or entire collections of stories and play them for their children at home. We will also sell CD recordings of our stories, both on our website and through other online retailers. We intend to market the website, subject to financing, by placing advertisements on family oriented websites, and parenting magazines.
Our website (www.bonfiretales.com) will serve as a major promotional tool for our products. It lists all the stories that are currently available for purchase. Each story has its own section on the website with a short description of the story's origins. Currently, our website has four sections with stories from around the world. Consumers are able to listen to a 20-second sample of each story before making the decision to purchase.
RESULTS OF OPERATIONS
The following is a discussion and analysis of our results of operation for the three-month period ended September 30, 2009, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.
| | | | | | | | | From Inception | |
| | | | | | | | | on August 25, | |
| | | | | | | | | 2006 Through | |
| | | Three Months Ended September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | |
| Revenues | | | - | | | | - | | | | - | |
| Operating Expenses | | | 2,262 | | | | 12,899 | | | | 128,682 | |
| Loss from Operations | | | (2,262 | ) | | | (12,899 | ) | | | (128,682 | ) |
Operating Costs and Expenses
The major components of our expenses for the three-month period ended September 30, 2009, and 2008, are outlined in the table below:
| | | Three Months Ended September 30, | |
| | | 2009 | | | 2008 | |
| Amortization | | | - | | | | 139 | |
| General and administrative | | | 2,262 | | | | 12,760 | |
The decrease in operating expenses was mainly due to the decrease of $10,498 in general and administrative expenses during the three month ended September 30, 2009.
Liquidity and Capital Resources
Cash Flows
We had accounts payable and accrued liabilities of $3,595 and amounts payable to related party of $25,250 for a working capital deficiency of $28,845 as of September 30, 2009.
Cash Used In Operating Activities
Our cash balance of $0 as of September 30, 2009, has decreased by $459 during the three months ended September 30, 2009 compared to the cash balance of $459 as of June 30, 2009, primarily due to the General and Administrative expenses. The decrease in the cash position during the same period in fiscal year 2008 was also due to General and Administrative expenses.
Cash Used in Investing Activities
No cash was used for or provided by investing activities during the three-month period ended September 30, 2009 and 2008.
Cash from Financing Activities
Cash provided by financing activities decreased from $19,646 to $4,000 for the quarter ended September 30, 2009 and 2008.
Up through September 30, 2009, 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 related parties of $77,088. Due to the "start up" nature of our business, we expect to incur losses as it expands. To date, our cash flow requirements have been primarily met by equity financings. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.
If we are unable to generate sufficient profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations. For these reasons, our independent registered auditors believe that there is substantial doubt that we will be able to continue as a going concern
Going Concern
Due to our net losses, negative cash flow and negative working capital, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern for the year ended June 30, 2009.
We have historically incurred losses, and through September 30, 2009 have incurred losses of $130,150 since our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.
The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution
Future Financings
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.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (the "CEO") and our Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Act")) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rul es and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS.
Not Applicable.
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5. OTHER INFORMATION.
Item 5.01 Change in Control of Registrant.
On April 7, 2009 the Company Filed and 8K with the Securities and Exchange Commission as follows:
On April 7, 2009, funds were disbursed from escrow for the purchase of approximately 54% control of the Company. Three million five hundred thousand (3,500,000) shares were purchased for total consideration of twenty five thousand dollars ($25,000). The shares were purchased pursuant to an Affiliate Stock Purchase Agreement by Tim C. DeHerrera (1,166,667 shares), P. James Voloshin (1,166,667 shares) and Richard A. Luthman (1,166,666 shares). Control was assumed from Alexander Kulyashov pursuant to the Agreement.
As part of the purchase of control, Tim C. DeHerrera consented to act as President, Secretary and Director, P. James Voloshin consented to act as Treasurer and Director, and Richard Luthmann consented to act as Executive Vice President, Chief Legal Officer and Director of the Company.
On April 8, 2010, Bonfire Productions, Inc. (the "Company" or "Bonfire") executed and entered into an agreement and plan of merger (the "Merger Agreement") with C$ cMoney, Inc. ("C$ cMoney"), a Delaware corporation, pursuant to which the Company and C$ cMoney have set forth certain terms relating to a proposed reverse merger transaction between the parties (the "Reverse Merger"), whereby a new Bonfire wholly-owned subsidiary, shall merge with and into C$ cMoney, resulting in C$ cMoney's becoming a wholly-owned subsidiary of the Company.
Under the terms of the Merger Agreement all of Bonfire's directors, on the effective date of the Reverse Merger, will be replaced by directors appointed by C$ cMoney. All of Bonfire's officers would also resign, at that time, and be replaced by officers of C$ cMoney. The shareholders of C$ cMoney would also be issued greater than 50% of Bonfire's issued and outstanding shares of voting capital stock and would therefore effectively have control over the Company after the consummation of the Reverse Merger. Mr. Tim C. DeHerrera currently serves as the Company's President, Chief Executive Officer, and Chairman of the Board of Directors. Ms. Jennifer Pharris currently serves as President, Chief Executive Officer and Chairman of the Board of Directors of C$ cMoney.
C$ cMoney has developed a new and innovative way to send money and pay for goods and services using a cell phone. Furthermore, the C$ cMoney application will help eliminate the risk of identity and credit card theft for users. When it is released later this spring, the C$ cMoney mobile application is expected to enable consumers to download and use it with virtually any mobile device. C$ cMoney's executive offices are located in Houston, Texas. The founder, president and chief executive officer of C$ cMoney is Jennifer Pharris.
There can be no assurances that a Reverse Merger or any similar transaction contemplated under the terms of the Merger Agreement will ever be consummated.
On April 21, 2010, Jennifer L. Pharris, founder and Chief Executive Officer of C$ cMoney, Inc., a development stage mobile technology company based in Houston, Texas, acquired approximately 54% of the outstanding shares of Bonfire Productions, Inc. directly from Alexander Kulyashov, using personal funds. The previously announced merger of C$ cMoney, Inc. and Bonfire Productions, Inc. remains pending.
On April 21, 2010, in conjunction with the acquisition of shares referenced above, Tim C. DeHerrera resigned as President and Chief Executive Officer and sole director of Bonfire Productions, Inc. and Ms. Pharris became President and Chief Executive Officer and sole director of Bonfire Productions, Inc. Ms. Pharris, 28, has been President and Chief Executive Officer and sole director of C$ cMoney, Inc. since its inception on March 3, 2009. Ms. Pharris also serves as President of Global 1 Enterprises, Inc., a technology development company, a title she has held since May 2006. Prior to that, Ms. Pharris was a Teller Manager at Bank of America, N.A. from April 2005 to April 2006 and at SunTrust Bank from March 2004 to April 2005. Ms. Pharris does not presently intend to draw a salary for her po sition and is in negotiations with a management team that she hopes to have employed by the surviving entity if the merger with C$ cMoney, Inc. is completed.
ITEM 6. EXHIBITS
Exhibit
Number Title of Document
------ -------------------
3.1 Articles of Incorporation *
3.2 Bylaws *
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
*Incorporated by reference to similarly numbered exhibits filed with the Company's Registration Statement on Form SB-2 on August 28, 2007.
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.
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/s/ Jennifer L. Pharris ----------------------------- Jennifer L. Pharris President, Chief Executive Officer, and Director Dated: May 11, 2010 /s/ David J. Johnson --------------------------- Richard Luthmann Chief Financial Officer, principal accounting officer Dated: May 11, 2010 |
