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 December 31, 2007.
[ ] 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 75-3260546
- ---------------------------------- ------------------------------------
(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 [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 l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
<page>
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 February 5, 2008.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2007
(Unaudited)
BALANCE SHEET
STATEMENT OF OPERATIONS
STATEMENT OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO FINANCIAL STATEMENTS
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
BALANCE SHEET
<table>
<caption>
December 31, June 30,
2007 2007
---- ----
(Unaudited) (Audited)
<s> <c> <c>
ASSETS
------
Current assets
Cash $ 25,408 $ 16,523
Prepaid expenses 1,969 -
------------ --------------
Total current assets 27,377 16,523
Property and equipment, net 1,903 -
Security deposit 200 -
------------ --------------
Total Assets $ 29,480 $ 16,523
============ ==============
LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current liabilities
Accounts payable and accrued liabilities $ 11,227 $ 6,219
Due to related parties 2,745 1,986
Loan payable - related parties 15,517 15,029
------------ --------------
Total current liabilities 29,489 23,234
Total Liabilities 29,489 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 ( 48,559) ( 10,211)
------------ ------------
Total Stockholders' Equity ( 9) ( 6,711)
------------ ------------
Total Liabilities and Stockholders' Equity $ 29,480 $ 16,523
============ ============
</table>
The accompanying notes are an integral part of these financial statements
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<table>
<caption>
August 25,2006 August 25,2006
Three months Three months Six months (Inception) (Inception)
Ended Ended Ended through through
December 31, December 31, December 31, December 31, December 31,
2007 2006 2007 2006 2007
---- ---- ---- ---- ----
<s> <c> <c> <c> <c> <c>
Revenue $ - $ - $ - $ - $ -
------------ ------------- ------------- ----------- ----------
Expenses:
Accounting and audit fees $ 4,800 $ - $ 6,800 $ - $ 9,800
Amortization 26 - 26 - 26
Consulting 7,066 - 7,066 - 7,066
General and Administrative 619 30 2,753 30 3,380
Legal - - 5,500 - 5,500
Management 2,000 2,000 3,000 2,000 5,000
Organization costs - - - 355 355
Rent 730 - 1,460 - 2,660
Transfer agent 11,255 - 11,255 - 11,255
Website development - - - - 3,000
------------ ------------- ------------- ----------- -----------
26,496 2,030 37,860 2,385 48,042
------------ ------------- ------------- ----------- -----------
Loss from operations ( 26,496) ( 2,030) ( 37,860) ( 2,385) ( 48,042)
Other income (expense)
Interest expense ( 244) - ( 488) - ( 517)
------------ ------------- ------------- ----------- ----------
Income (loss) before provision for income tax ( 26,740) ( 2,030) ( 38,348) ( 2,385) ( 48,559)
Provision for income tax - - - - -
------------ ------------- ------------- ----------- ----------
Net income (loss) $( 26,740) $( 2,030) $ ( 38,348) $( 2,385) $( 48,559)
============ ============= ============= =========== ==========
Net income (loss) per share $( 0.01) $( 0.01) $ ( 0.01) $( 0.01)
============ ============= ============= ===========
Weighted average number of common shares
outstanding 5,787,101 342,391 4,643,550 246,094
============ ============= ============= ===========
</table>
The accompanying notes are an integral part of these financial statements
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<table>
<caption>
Six months August 25, 2006 August 25, 2006
Ended (Inception) through (Inception) through
December 31, December 31, December 31,
2007 2006 2007
---- ---- ----
<s> <c> <c> <c>
Cash Flows From Operating Activities:
Net income (loss) $ ( 38,348) $ ( 2,385) $ ( 48,559)
Adjustment to reconcile net income to net
cash provided by (used for) operating activities:
Amortization 26 - 26
Prepaid expenses ( 1,969) - ( 1,969)
Security deposit ( 200) - ( 200)
Accounts payable and accrued
liabilities 5,008 - 11,227
Accounts payable related parties 759 435 2,745
-------------- ------------- --------------
Net cash provided by (used for)
operating activities ( 34,724) ( 1,950) ( 36,730)
-------------- ------------- --------------
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 488 - 15,517
Proceeds from issuance of common stock 45,050 3,500 48,550
-------------- ------------- --------------
Net cash provided by (used for)
financing activities 45,538 3,500 64,067
-------------- ------------- --------------
Net Increase (Decrease) In Cash 8,885 1,550 25,408
Cash At The Beginning Of The Period 16,523 - -
-------------- ------------- --------------
Cash At The End Of The Period $ 25,408 $ 1,550 $ 25,408
============== ============= ==============
Schedule Of Non-Cash Investing And Financing Activities
- -------------------------------------------------------
None
Supplemental Disclosure
- -----------------------
Cash paid for:
Interest $ - $ - $ -
============== ============= ==============
Income Taxes $ - $ - $ -
============== ============= ==============
</table>
The accompanying notes are an integral part of these financial statements
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
August 25, 2006 (Inception) Through December 31, 2007
(Unaudited)
<table>
<caption>
Deficit
Accumulated
Common Shares During the
------------- Paid In Development
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
<s> <c> <c> <c> <c> <c>
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 December 31, 2007 - - - ( 38,348) ( 38,348)
--------- ----------- ---------- ------------ -----------
Balances, December 31, 2007 6,503,332 $ 6,503 $ 42,047 $ ( 48,559) $( 9)
========= =========== ========== ============ ===========
</table>
The accompanying notes are an integral part of these financial statements
<page>
BONFIRE PRODUCTIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
(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 $2,112, and
has accumulated deficit of $48,559 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
six months ended December 31, 2007 are not necessarily indicative
of the results that may be expected for the year ending June 30,
2008.
<page>
Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2007
(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.
<page>
Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2007
(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.
<page>
Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2007
(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.
<page>
Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2007
(Unaudited) - Page 5
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 six months ended
December 31, 2007, the Company issued 3,003,332 shares of common
stock at $0.015 per share for total proceeds of $45,050.
To December 31, 2007, the Company has not granted any stock
options and has not recorded any stock-based compensation.
Note 4 Related Party Transactions
--------------------------
a) The President of the Company provides management services to
the Company. During the period ended December 31, 2007
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
$517 of accrued interest payable as at December 31, 2007.
c) As at December 31, 2007, 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 December 31, 2007 consulting
services of $2,066 (June 30, 2007 - $Nil) were charged to
operations.
<page>
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 our first three
collections of children's stories from around the world and begin promotion of
our website (www.bonfiretales.com), where the stories will be available for
purchase and download. For this purpose, we will hire a recording studio that
will source the voice talent, and manage the recording process. We estimate the
cost of recording 7 stories with an average duration of 10 minutes with musical
effects and casting of at least two voice talent artists to be approximately
$8,000. In order to record our current collections of stories, we will need to
hire translators to translate our current content into English. We estimate this
will cost approximately $2,000.
We are going to improve our current website (www.bonfiretales.com) by adding
shopping capabilities and adding the first three collections of recorded stories
on expanded sections on the website for each story. We estimate the cost of
these improvements to be approximately $5,000. We estimate the total monthly
cost of website maintenance to be $115 per month. We will dedicate $10,000 to
marketing and promotion of our website, based on equity financing. In addition,
we will optimize our website for search engines, and get listed in online
directories. As well, we will devote funds to advertisements on parent-oriented
websites such as ivillage.com, parenting.com and todaysparent.com.
As well, we anticipate spending an additional $15,000 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 $40,000.
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. We
believe that debt financing will not be an alternative for funding the marketing
plan. We do not have any arrangements in place for any future equity financing.
Results of Operations For Period Ending December 31, 2007
- ---------------------------------------------------------
We did not earn any revenues during the six-month period ending December 31,
2007. During the period ended December 31, 2007, we incurred operating expenses
in the amount of $38,348. These operating expenses were comprised of accounting
and audit fees of $6,800, amortization of 24, consulting fees of $7,066, general
and administrative expenses of $2,753, legal fees of $5,500, management fees of
$3,000, interest expense of $488, transfer agent expense of $11,255 and rent of
$1,460.
<page>
As at December 31, 2007, the Company had assets totalling $29,480, and
liabilities totalling $29,489 for a working capital deficiency of $2,112.
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
$517 of accrued interest payable as of December 31, 2007.
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 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
February 1, 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,
<page>
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: February 5, 2008
/s/ Nadezda Maximova
---------------------------
Nadezda Maximova
Chief Financial Officer, Secretary
Treasurer, principal accounting
officer and Director
Dated: February 5, 2008