UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended June 30, 2008
                                  -------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the transition period from            to            .
                                      ------------  ------------

                       Commission file number: 333-145743
                                               ----------

                            BONFIRE PRODUCTIONS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           Nevada                                        75-3260546
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                   2018 156th Avenue NE, Building F, Suite 100
                           Bellevue, Washington 98007
                   --------------------------------------------
                     (Address of principal executive offices)

                                 (425) 748-5041
                            -------------------------
                            Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:

                                           Name of each exchange on which
          Title of each class                        registered
                 None                                   None

Securities registered under Section 12(g) of the Exchange Act:

                                      None
                                ----------------
                                (Title of Class)
Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [ ]

<page>

Check whether the issuer(1) filed all reports required to be filed by Section 13
or 15(d) of the  Securities 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[ ]

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

Indicate by check mark whether the registrant is a shell company  (as defined in
Rule 12b-2 of the Exchange Act).    Yes [ ]  No [X]

State issuer's revenues for its most recent fiscal year:       Nil
                                                          -------------

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

                         $9,754,998 as at July 16, 2008
                         ------------------------------

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 common stock at July 16, 2008
                -------------------------------------------------

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format (Check One):  Yes [ ]  No [X]
--------------------------------------------------------------------------------


<page>



TABLE OF CONTENTS
-----------------
                                                                           Page
                                                                           ----
                                     PART I

ITEM   1:  DESCRIPTION OF BUSINESS............................................4
ITEM   2:  DESCRIPTION OF PROPERTY...........................................10
ITEM   3:  LEGAL PROCEEDINGS.................................................10
ITEM   4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............10

                                    PART II

ITEM   5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........10
ITEM   6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.........11
ITEM   7:  FINANCIAL STATEMENTS..............................................13
ITEM   8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURES.........................................26
ITEM  8A:  CONTROLS AND PROCEDURES...........................................26

                                    PART III

ITEM   9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......26
ITEM  10:  EXECUTIVE COMPENSATION............................................29
ITEM  11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....31
ITEM  12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................31
ITEM  13:  EXHIBITS AND REPORTS..............................................33
ITEM  14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES ...........................33







<page>

                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the  Securities  Act and  Section 21E of the  Exchange
Act, that are based on the beliefs of our management as well as assumptions made
by and information  currently  available to us. When we use the words "believe,"
"plan,"  "will  likely  result,"   "expect,"   "intend,"  "will  continue,"  "is
anticipated,"  "estimate,"  "project,"  "may," "could,"  "would,"  "should," and
similar  expressions in this Form 10-KSB as they relate to us or our management,
we are  intending  to identify  forward-looking  information  statements.  These
statements  reflect our current  views with  respect to expected  future  plans,
initiatives,  operating conditions and other potential events and are subject to
certain risks, assumptions,  and uncertainties.  The statements contained herein
that are not purely historical are forward-looking  statements including without
limitation  statements  regarding  our  expectations,   beliefs,  intentions  or
strategies  regarding the future. Such statements include information  contained
in this Form 10-KSB regarding  pending legal proceedings and the results thereof
as well as any statements regarding our future product development, governmental
or other regulatory approval prospects and related matters.  All forward-looking
statements  included in this document or  incorporated  by reference  herein are
based on  information  available  to us on the date  hereof,  and we  assume  no
obligation to update any such  forward-looking  statements.  Our actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain  factors,  including  those set forth in "Risk
Factors" below.


Business Overview

General
-------
We were  incorporated  in the  State of  Nevada  on  August  25,  2006.  We have
commenced   operations   by   launching   the  first   version  of  our  website
(www.bonfiretales.com)  and sourcing content for our first audio recordings.  We
are a start-up stage corporation with limited operations and no revenues to date
from our business operations. For the period ended June 30, 2008 we generated no
revenue.  Our  business  office is located  at 2018  156th  Avenue NE Suite 100,
Bellevue, WA 98007. Our telephone number is (425)748-5041.

Industry Overview

Our Services

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


                                        4
<page>

     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:

     As of June 30,  2008,  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   will   start   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,  as well as stories that are being released soon. Each story will have
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.

Competition

We  face  competition   from  established   children's  audio  books  production
companies,  publishing  houses  that  release  their  content  in audio  format,
established  children's  DVD  production  companies  as well as  other  emerging
companies that specialize in delivering  multicultural children's content. These
competitors  may be very well  established  and well  funded and may attract our
potential  customers with a wider variety of content,  which could significantly
reduce our revenue and profitability.


Children's books publishing houses
----------------------------------

Some  publishing  houses that are involved in publishing  children's  books also
have their own divisions that specialize in production of audio books. The audio
book production divisions of publishing houses represent significant competition
for us,  since  sometimes  they  have the  exclusive  rights  to books and other
printed  content  that is  released by that  publishing  house and is written by
well-known  authors.  One  example is the Random  House Audio  Publishing  Group
(www.randomhouse.com/audio/),  which produces  downloadable recorded audio books
of the major bestsellers published by Random House. Other publishing houses that
are  involved in  multimedia  production  of their  content  include  Scholastic
through Scholastic Media, Simon & Schuster,  and HarperCollins.  These companies
are very well  established,  known worldwide for their published content and are
well funded. We face serious  competition from these companies that may cause us
to cease operations.




                                        5
<page>


Companies that specialize in children's multimedia
--------------------------------------------------

We face serious competition from companies that produce  educational  multimedia
products for children.  They  incorporate  printed  material,  audio,  video and
sometimes  computer  software  to  provide  children  a more  complete  learning
experience.  They  advertise  their products using the same channels we will use
and they are  extremely  well funded.  Some examples of such  companies  include
Leapfrog Enterprises (www.leapfrog.com),

Many of our competitors and potential new competitors have:

 o longer operating histories;
 o greater name recognition in some markets;
 o larger customer bases; and
 o significantly greater financial, technical and marketing resources.

These competitors may also be able to:

 o undertake more extensive marketing campaigns for their brands and services;
 o adopt more aggressive  advertising  pricing policies;
 o use superior technology platforms to deliver their products and services; and
 o make  more  attractive  offers  to  potential  employees,  distribution
   partners,  commerce  companies,  advertisers  and  third-party  content
   providers.

Our  competitors  may develop  content that is better than ours or that achieves
greater market  acceptance.  It is also possible that new competitors may emerge
and acquire  significant  market  share.  This could have a material and adverse
effect on our business, financial condition and results of operations.


Employees

We have no employees as of the date of this report other than our two directors.

Research and Development Expenditures

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

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We have applied for a U.S. trademark for "Bonfire Tales" with the U.S. Trademark
and Patent Office. The serial number for the application  is 77241986. The USPTO
has issued on July 1, 2008, a "Notice of Allowance" in regard to the use of  our
trade mark.

Risk Factors
------------
In  addition  to the other  information  in this annual  report,  the  following
factors should be carefully considered in evaluating our business and prospects:

                                        6

<page>

INDUSTRY RISK FACTORS

1. We may not be able to obtain  permissions  from publishing  houses to produce
audio recordings of copyrighted material.
--------------------------------------------------------------------------------

Our  business  involves  obtaining  rights  to  record   audio   productions  of
copyrighted materials. We have to obtain permission from established  publishing
houses that  are  in  the  business of  selling  printed  books. We  may  not be
successful in obtaining permission from the publishers, which will significantly
reduce our ability to obtain content for our productions.

2. We face significant competition from major publishing houses that produce and
sell audio books online and in brick and mortar locations.
--------------------------------------------------------------------------------

All major publishing houses also produce audio books, which are audio recordings
of  printed  material.   The  publishing  houses  are  better   established  and
significantly  better  funded than us. If we are unable to create  products that
can compete with traditional  audio books created by publishing  houses,  we may
not be able to generate revenues and will have to cease operations.

3.Foreign currency exchange rate fluctuations may adversely affect our business.
--------------------------------------------------------------------------------

Since we intend to market and sell our  products  in many  different  countries,
changes in  exchange  rates can  adversely  affect our cash flows and results of
operations.   Furthermore,   reported  sales  and  purchases  made  in  non-U.S.
currencies,  when translated into U.S. dollars for financial reporting purposes,
fluctuate  due to  exchange  rate  movement.  Due to the  number  of  currencies
involved,  the variability of currency exposures and the potential volatility of
currency  exchange  rates,  we  cannot  predict  the  effect  of  exchange  rate
fluctuations on future sales and operating results.

COMPANY RISK FACTORS

4. There is substantial  uncertainty as to whether we will continue  operations.
   If we discontinue  operations, you could lose your investment.
--------------------------------------------------------------------------------

Our auditors have discussed their uncertainty  regarding our business operations
in their audit report dated July 14, 2008.  This means that there is substantial
doubt that we can continue as an ongoing  business  for the next 12 months.  The
financial  statements do not include any adjustments  that might result from the
uncertainty  about our ability to continue in business.  As such, we may have to
cease operations and you could lose your entire investment.

5. We lack an operating history and have losses which we expect to continue into
the  future.  There  is no  assurance  our  future  operations  will  result  in
profitable  revenues.  If we cannot  generate  sufficient  revenues  to  operate
profitably, our business will fail.
--------------------------------------------------------------------------------

We were  incorporated  on August 25, 2006 and we have not realized any revenues.
We have very little  operating  history upon which an  evaluation  of our future
success or failure can be made. Our net loss since  inception on August 25, 2006
to June 30, 2008 is $81,746.


Based upon current plans, we expect to incur operating  losses in future periods
because we will be incurring  expenses and not  generating  revenues.  We cannot
guarantee  that we will be  successful  in  generating  revenues  in the future.
Failure to generate revenues will cause us to go out of business.


                                        7
<page>

6. Our future success is dependent on our existing  management  team, and hiring
and assimilating  new key employees,  and our inability to attract or retain key
personnel  in the future  would  materially  harm our  business  and  results of
operations.
--------------------------------------------------------------------------------

Our future  success  depends on the  continuing  efforts  and  abilities  of our
current  management team. In addition,  our future success will depend, in part,
on our  ability  to attract  and  retain  highly  skilled  employees,  including
management,  technical and sales  personnel.  The loss of services of any of our
key  personnel,  the inability to attract or retain key personnel in the future,
or delays in hiring required  personnel  could  materially harm our business and
results of operations. We may be unable to identify and attract highly qualified
employees  in the  future.  In  addition,  we may not be  able  to  successfully
assimilate these employees or hire qualified personnel to replace them.

7. Our operating results may prove unpredictable which could negatively affect
our operating results.
--------------------------------------------------------------------------------

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which are outside of our control. Factors that may
cause our operating results to fluctuate significantly include the following:

 o our ability to generate enough working capital from future equity sales;

 o the level of acceptance by general public and industry insiders of Bonfire
   Tales products;

 o the amount and timing of operating costs and capital expenditures relating to
   expansion of our business, operations and infrastructure; and

 o general economic conditions


If  realized,  any of these  risks could have a material  adverse  effect on our
business, financial condition and operating results.


8.  Because  our  management  does not have prior  experience  in the  recording
industry, or product marketing and brand development,  our business has a higher
risk of failure.
--------------------------------------------------------------------------------

Our  directors  do  not have  experience  in the  recording  industry,  or brand
development  and  marketing  of  products.  As a  result,  we may not be able to
recognize  and take  advantage  of  opportunities  without the aid of  qualified
marketing and business  development  consultants.  Our directors'  decisions and
choices may not be well  thought out and our  operations,  earnings and ultimate
financial success may suffer irreparable harm as a result.


9. Because we are small and do not have much capital,  we must limit our efforts
in marketing of our services and products. As a result,  opportunities for us to
attract new customers who purchase products from our website and generate profit
will be severely limited.  If we do not make a profit, we may have to suspend or
cease operations.
--------------------------------------------------------------------------------

Because we are small and do not have much capital,  we must limit our efforts in
marketing of our products. Because we will be limiting our marketing activities,
we may not be able to attract customers to purchase


                                        8
<page>

audio recordings from our website and we may not be able to operate  profitably.
If we cannot operate profitably, we may have to suspend or cease operations.


10. We do not intend to pay  dividends  and there will be less ways in which you
can make a gain on any investment in Bonfire Productions.
--------------------------------------------------------------------------------

We have never paid any cash  dividends  and  currently  do not intend to pay any
dividends for the foreseeable  future. To the extent that we require  additional
funding  currently not provided for in our financing  plan, our funding  sources
may  likely  prohibit  the  payment of a  dividend.  Because we do not intend to
declare dividends, any gain on an investment in Bonfire Productions will need to
come through appreciation of the stock's price.


11. Because our director own 53.82 % of our  outstanding  common stock, he could
make  and  control  corporate  decisions  that may be  disadvantageous  to other
minority shareholders.
--------------------------------------------------------------------------------

Our President and director,  Alexander Kulyashov, owns 53.82% of the outstanding
shares of our common stock as of the date of this report.  Accordingly, he has a
significant  influence in determining the outcome of all corporate  transactions
or other  matters,  including  mergers,  consolidations,  and the sale of all or
substantially  all of our  assets.  He also has the power to  prevent or cause a
change in control.  The  interests of our director may differ from the interests
of the other  stockholders  and thus  result  in  corporate  decisions  that are
disadvantageous to other shareholders.


RISK FACTORS RELATING TO OUR COMMON STOCK

12.If a market for our common stock does not develop, shareholders may be unable
to sell their shares.
--------------------------------------------------------------------------------

Our  common  stock is  currently  traded on the NASD over the  counter  bulletin
board.  However, we can provide investors with no assurance that a liquid public
market for our shares will  materialize.  If no market is ever developed for our
shares,  it will be difficult for  shareholders  to sell their stock.  In such a
case,  shareholders may find that they are unable to achieve benefits from their
investment.

13. If a market for our common stock develops, our stock prices may be volatile.
--------------------------------------------------------------------------------

If a market for our common stock  develops,  we anticipate that the market price
of our common stock will be subject to wide  fluctuations in response to several
factors, including:

  (1) actual or anticipated variations in our results of operations;
  (2) our ability or inability to generate new revenues;
  (3) increased  competition;  and
  (4) conditions and trends in the audio recording and publishing industry.

Further our common stock price may be impacted by factors that are  unrelated or
disproportionate to our operating  performance.  These market  fluctuations,  as
well as general economic,  political and market conditions,  such as recessions,
interest rates or international  currency  fluctuations may adversely affect the
market price of our common stock.




                                        9
<page>

14. Penny stock regulations may impose certain restrictions on marketability  of
our stock.
--------------------------------------------------------------------------------

The Securities and Exchange  Commission has adopted  regulations which generally
define a "penny  stock" to be any equity  security  that has a market  price (as
defined)  of less than $5.00 per share,  subject  to  certain  exceptions.  As a
result,  our  common  stock is subject to rules  that  impose  additional  sales
practice  requirements  on  broker-dealers  who sell such  securities to persons
other than established  customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000,  or $300,000
with their spouse).  For transactions  covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require delivery, prior to the transaction, of a
risk disclosure  document mandated by the Commission relating to the penny stock
market.  The broker-dealer must also disclose the commission payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealers presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for
the penny  stock held in the account and  information  on the limited  market in
penny stocks. Consequently,  the "penny stock" rules may restrict the ability of
broker-dealers  to sell the Company's  securities  and may affect the ability of
purchasers  to sell the Company's  securities  in the  secondary  market and the
price at which such purchasers can sell any such securities.

ITEM 2:  DESCRIPTION OF PROPERTY

We own and  operate  a  website  www.bonfiretales.com.  Our  business  office is
located at 2018 156th Avenue NE Suite 100, Bellevue, WA 98007.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted  during the fourth  quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES


Market Information

Our shares of common stock  commenced  quotation on the OTC Bulletin Board under
the symbol BNFR on January 7, 2008.

For the periods  indicated,  the following  table presents the range of high and
low bid  quotations  for the common stock as reported by the OTC Bulletin  Board
for the respective market on which our common stock was


                                       10
<page>

listed during the quarter  being  reported.  Prices below  reflect  inter-dealer
prices, without retail write-up,  write-down or commission and may not represent
actual transactions.


      2008                     High       Low
      ----                   --------  --------

  First Quarter              $     -   $     -
  Second Quarter             $     -   $     -
  Third Quarter              $  0.25   $  0.02
  Fourth Quarter             $  0.25   $  0.02


We have 31 shareholders of record as at the date of this annual report.


Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

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

 2. our total  assets  would be less than the sum of our total  liabilities
    plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
    shareholders who have  preferential  rights superior to those receiving
    the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  our  ability to continue as a going  concern and be  successful  in
selling  our  products.  Although  we believe  the  assumptions  underlying  the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  contained  in  the  report  will  prove  to be
accurate.

GENERAL

The following  discussion and analysis  should be read in  conjunction  with our
consolidated  financial statements and related footnotes for the year ended June
30, 2008  elsewhere in this Annual  Report on Form  10-KSB.  The  discussion  of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.



                                       11
<page>

We were  incorporated  in the  State of  Nevada  on  August  25,  2006.  We have
commenced  operations by recording and  publishing on our website our first four
collections of children's stories from around the world.

For the next twelve  months our  specific  goal will be to  produce,  subject to
financing,  additional  collections of children's  stories from around the world
and begin promotion of our website. To date, we have produced 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 June 30,  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 total amount of $25,500.  The loans payable are  unsecured,
bear interest at 6.45% per annum and are 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,  at his 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 loans from our directors,
to fund our operations, marketing plan and 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 the Year Ended June 30, 2008, and for the period from
--------------------------------------------------------------------------------
August 25,2006 (Inception) to June 30, 2007.
--------------------------------------------

We did not earn any revenues during the year ended June 30, 2008, and during the
period from August 25, 2006 (Inception) to June 30, 2007.

During the year ended June 30,2008, we incurred operating expenses in the amount
of $71,535 (June 30, 2007: $10,211). These  operating  expenses  were  comprised
of  accounting and audit fees of $12,800 (June 30, 2007: $3,000),   amortization
of $76 (June 30, 2007:  $Nil), audio production costs of $14,500(June  30, 2007:
$Nil),consulting fees of $7,066 (June 30,2007: $Nil), general and administrative
expenses of $4,703 (June 30, 2007: $627), legal fees of $5,850  (June 30,  2007:
$Nil), management fees of $5,000(June 30, 2007: $2,000), organization  costs  of
$Nil (June 30, 2007:  $355),  interest  expense of $1,103 (June 30, 2007:  $29),
transfer agent expense of $12,710 (June 30, 2007: $Nil),rent of $2,927 (June 30,
2007:  $1,200) and website  development costs of $4,800 (June 30, 2007: $3,000).

As of June 30, 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 a price of $2.99 per


                                       12
<page>

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 or after June 19,
2008, and $1,000 of accrued interest payable as of June 30, 2008.

During the year ended June 30, 2008,  the  President  of the Company  provided a
$10,500 loan to the  Company.  The loan is payable on demand,  unsecured,  bears
interest at 6.45% per annum, and consists of $9,500 of principal due on or after
April 16,  2009,$1,000  of  principal  due on or after May 22,  2009 and $133 of
accrued interest payable as at June 30, 2008. The Company used this $10,500 loan
to cover recording costs of $7,000 and for general administrative expenses.

As at June 30, 2008, the Company had assets  totalling  $2,493,  and liabilities
totalling $35,689 for a working capital deficiency of $35,248.

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.


ITEM 7:  FINANCIAL STATEMENTS


                                                             Page
                                                             ----
BALANCE SHEETS                                                F-3

STATEMENTS OF OPERATIONS                                      F-4

STATEMENTS OF CASH FLOWS                                      F-5

STATEMENT OF STOCKHOLDERS' EQUITY                             F-6

NOTES TO THE FINANCIAL STATEMENTS                             F-7













                                       13

<page>















                            BONFIRE PRODUCTIONS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  June 30, 2008














BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO FINANCIAL STATEMENTS


                                       F-1
<page>


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 audited the accompanying balance sheets of Bonfire Productions,  Inc. (A
Development  Stage  Company)  as of June 30,  2008 and  June 30,  2007,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
year ended June 30,  2008,  since  inception on August 25, 2006 through June 30,
2007 and since  inception  on August  25,  2006  through  June 30,  2008.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conduct  our  audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Bonfire  Productions,  Inc. (A
Development  Stage  Company)  as of June 30,  2008 and  June 30,  2007,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
year ended June 30,  2008,  since  inception on August 25, 2006 through June 30,
2007 and since inception on August 25, 2006 through June 30, 2008, in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has a working capital  deficiency of $35,248
and an accumulated deficit of $81,746,  which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans  concerning  these
matters are also  described in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
July 14, 2008

 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499
 Fax (702) 253-7501
 -------------------------------------------------------------------------------


                                       F-2
<page>





                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                       June 30,       June 30,
                                                        2008            2007
                                                        ----            ----

                                     ASSETS
                                     ------

   Current assets
       Cash                                          $      410      $   16,523
       Prepaid expenses                                      31               -
                                                     ----------      ----------
       Total current assets                                 441          16,523

    Equipment, net                                        1,852               -
    Security deposit                                        200               -
                                                     ----------      ----------
   Total Assets                                      $    2,493      $   16,523
                                                     ==========      ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------
Current liabilities
   Accounts payable and accrued liabilities          $    6,312      $    6,219
   Due to related parties                                 2,745           1,986
   Loan payable - related parties                        26,632          15,029
                                                     ----------      ----------
         Total current liabilities                       35,689          23,234

 Total Liabilities                                       35,689          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      (  81,746)      (  10,211)
                                                     ----------      ----------
Total Stockholders' Equity                            (  33,196)      (   6,711)
                                                     ----------      ----------
Total Liabilities and Stockholders' Equity           $    2,493      $   16,523
                                                     ==========      ==========


    The accompanying notes are an integral part of these financial statements

                                       F-3
<page>

                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<table>
<caption>

                                                       Year         August 25, 2006        August 25, 2006
                                                       Ended      (Inception) through    (Inception) through
                                                      June 30,          June 30,                June 30,
                                                       2008               2007                    2008
                                                       ----               ----                    ----

                                              <c>                <c>                      <c>

Revenue                                           $          -       $          -             $          -
                                                  ------------       ------------             ------------

Expenses:
   Amortization                                   $         76       $          -             $         76
   Audio production                                     14,500                  -                   14,500
   General and Administrative                           55,856             10,182                   60,038
                                                  ------------       ------------             ------------
                                                        70,432             10,182                   80,614
                                                  ------------       ------------             ------------
Loss from operations                               (    70,432)       (    10,182)             (    80,614)
Other income (expense)
   Interest expense                                (     1,103)       (        29)             (     1,132)
                                                  ------------       ------------             ------------
Income (loss) before provision for income tax      (    71,535)       (    10,211)             (    81,746)
Provision for income tax                                     -                  -                        -
                                                  ------------       ------------             ------------
Net income (loss)                                 $(    71,535)      $(    10,211)            $(    81,746)
                                                  ============       ============             ============
Loss per share                                    $(      0.01)      $(      0.00)
                                                  ============       ============
Weighted average number of common
shares outstanding                                   5,574,027          3,500,000
                                                  ============       ============
</table>






    The accompanying notes are an integral part of these financial statements

                                       F-4
<page>

                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<table>
<caption>
                                                               Year           August 25, 2006      August 25, 2006
                                                               Ended        (Inception) through  (Inception) through
                                                           June 30, 2008       June 30, 2007        June 30, 2008
                                                           -------------       -------------        -------------

                                                      <c>                  <c>                  <c>

Operating Activities:
   Net income (loss)                                      $(    71,535)        $(   10,211)         $(   81,746)
   Adjustment to reconcile net income to net
   cash provided by (used for) operating activities:
     Amortization                                                   76                   -                   76
     Prepaid expenses                                      (        31)                  -           (       31)
     Security deposit                                      (       200)                  -           (      200)
     Accounts payable and accrued  liabilities                      94               6,219                6,313
      Accounts payable related parties                             759               1,986                2,745
                                                           -----------          ----------           ----------
        Net cash provided by (used for)
        operating  activities                              (    70,837)         (    2,006)          (   72,843)
                                                           -----------          ----------           ----------
Investing  Activities
     Purchase of fixed assets                              (     1,929)                  -           (    1,929)
                                                           -----------          ----------           ----------
        Net cash provided by (used for)
        investing activities                               (     1,929)                  -           (     1,929)
                                                           -----------          ----------           -----------
Financing Activities:
   Loan payable - related party                                 11,603              15,029                26,632
   Proceeds from issuance of common stock                       45,050               3,500                48,550
                                                           -----------          ----------           -----------
        Net cash provided by (used for)
        financing activities                                    56,653              18,529                75,182
                                                           -----------          ----------           -----------
Net Increase (Decrease) In Cash                            (    16,113)             16,523                   410

Cash At The Beginning Of The Period                             16,523                   -                     -
                                                           -----------          ----------           -----------
Cash (Bank Indebtedness) At The End
Of The Period                                             $        410         $    16,523          $        410
                                                           ===========          ==========           ===========

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

                                      F-5

<page>

                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                August 25, 2006 (Inception) Through June 30, 2008

<table>
<caption>
                                                                                               Deficit
                                                                                              Accumulated
                                                            Common Shares                     During the
                                                            -------------         Paid In     Development
                                                        Number      Par Value     Capital       Stage           Total
                                                        ------      ---------     -------       -----           -----

                                                  <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 June 30, 2008           -               -            -    (    71,535)    (    71,535)
                                                     ---------     -----------  -----------    -----------    ------------
Balances, June 30, 2008                              6,503,332    $      6,503  $    42,047   $(    81,746) $  (    33,196)
                                                     =========     ===========  ===========    ===========    ============
</table>






    The accompanying notes are an integral part of these financial statements


                                       F-6
<page>



                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2008
                             (Stated in US Dollars)

Note 1        Nature and Continuance of Operations
              ------------------------------------
              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.

              These  financial  statements have been prepared on a going concern
              basis.  The Company has a working  capital  deficiency of $35,248,
              and has  accumulated  deficit  of  $81,746  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.  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.

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.
                                       F-7
<page>


Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 2

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              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.

              Advertising Costs
              -----------------
              The  Company's   policy   regarding   advertising  is  to  expense
              advertising  when  incurred.  The  Company  had not  incurred  any
              advertising expense as of June 30, 2008.

              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.



                                       F-8
<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 3


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              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.

              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.



                                       F-9
<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 4

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Recent Accounting Pronouncements - (cont'd)
              ---------------------------------

              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.

              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


                                      F-10
<page>


Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 5


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Recent Accounting Pronouncements - (cont'd)
              ---------------------------------

              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.

              In March 2008,  the FASB issued  SFAS No. 161,  Disclosures  About
              Derivative  Instruments  and Hedging  Activities - an amendment of
              FASB  Statement  No. 133 ("SFAS No.  161").  SFAS No. 161  expands
              quarterly  disclosure  requirements  in  SFAS  No.  133  about  an
              entity's derivative  instruments and hedging activities.  SFAS No.
              161 is effective  for fiscal years  beginning  after  November 15,
              2008.  The  adoption  of SFAS No.  161 is not  expected  to have a
              material impact on the Company's financial  condition,  results of
              operations or cash flows.

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 year ended June
              30, 2008, the Company issued  3,003,332  shares of common stock at
              $0.015 per share for total proceeds of $45,050.

              To June 30,  2008,  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 year ended June 30, 2008  management
                  services of $5,000  (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 is
                  payable  on demand,  unsecured,  bears  interest  at 6.45% per
                  annum,  and consists of $15,000 of  principal  due on or after
                  June 19, 2008,  and $1,000 of accrued  interest  payable as at
                  June 30, 2008.

                  During the year  ended June 30,  2008,  the  President  of the
                  Company  provided a $10,500 loan to the  Company.  The loan is
                  payable  on demand,  unsecured,  bears  interest  at 6.45% per
                  annum,  and  consists of $9,500 of  principal  due on or after
                  April 16, 2009,  $1,000 of  principal  due on or after May 22,
                  2009 and $133 of accrued interest payable as at June 30, 2008.

                                      F-11

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 6


Note 4        Related Party Transactions - (cont'd)
              --------------------------

              c)  As at June 30, 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  year  ended  June 30,  2008  consulting
                  services  of $2,066  (June 30,  2007 - $Nil)  were  charged to
                  operations.

Note 5        Income Taxes
              ------------

              The  significant  components of the Company's  deferred tax assets
              are as follows:


                                                            2008        2007
                                                            ----        ----
              Deferred Tax Assets
               Non-capital loss carryforward             $  12,262   $  1,532
               Less:  valuation allowance for deferred
                      tax asset                           ( 12,262)   ( 1,532)
                                                         ---------   --------
                                                         $       -   $      -
                                                         =========   ========

              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $81,746 at June 30, 2008 which may be  available to
              reduce future year's taxable income.

              These  carryforwards  will expire, if not utilized,  commencing in
              2027.  Management  believes that the  realization  of the benefits
              from  these  deferred  tax  assets  appears  uncertain  due to the
              Company's  limited   operating  history  and  continuing   losses.
              Accordingly  a full,  deferred tax asset  valuation  allowance has
              been provided and no deferred tax asset benefit has been recorded.


Note 6        Equipment
              ---------

              The following table illustrates the capitalized cost less
              accumulated depreciation arriving at the net carrying value on our
              books at June 30, 2008:

                                                            2008        2007
                                                            ----        ----

               Computer equipment                       $   1,928   $       -
               Less: accumulated amortization            (     76)          -
                                                        ---------   ---------
                                                        $   1,852   $       -
                                                        =========   =========

                                      F-12

<page>

ITEM 8:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

None

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls
---------------------------------
We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2008  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of 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 be disclosed 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,  the 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.

ITEM 8B:  OTHER INFORMATION

None.

                                    PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
         GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages as of the date of
this annual report are as follows:

                                       26

<page>


Directors:

Name of Director                  Age
------------------------        -----
Alexander Kulyashov               46
Nadezda Maximova                  49

Executive Officers:

Name of Officer            Age         Office
---------------------    --------      ----------------------------------------
Alexander Kulyashov        46          President, and
                                       Chief Executive Officer

Nadezda Maximova           49          Secretary, Treasurer and Chief Financial
                                       Officer


The directors will serve as directors until our next annual shareholder  meeting
or until a successor is elected who accepts the position.  Directors are elected
for one-year  terms.  Officers hold their  positions at the will of the Board of
Directors,   absent  any  employment  agreement.   There  are  no  arrangements,
agreements or understandings between non-management  shareholders and management
under which non-management  shareholders may directly or indirectly  participate
in or influence the management of Bonfire Productions' affairs.


Alexander Kulyashov, President, CEO and Director

Alexander Kulyashov graduated from the Ural State Academy, Yekaterinburg, Russia
with a Diploma in Linguistics  (German,  English languages) in 1987. He earned a
diploma in Business Administration from Carl Duisberg College,  Cologne, Germany
in 1995. In addition to serving on our board of directors Alexander Kulyashov is
involved in publishing of newspapers  for ethnic  communities.  He also provides
translation and interpretation services on a consulting basis.


Nadezda Maximova, President, CEO and Director

Nadezda Maximova joined us as Chief Financial  Officer,  Secretary and Treasurer
in September 2007. Ms. Maximova  served in various  positions with  Moscow-based
(Russia) private companies and currently provides financial  consulting services
to private companies on a contract basis.


Significant Employees
---------------------

We have no significant  employees other than the officer and director  described
above.


Committees of the Board Of Directors
------------------------------------

At  present,  we  do  not  have  an  audit  committee,  compensation  committee,
nominating  committee,  an executive committee of our board of directors,  stock
plan committee or any other committee.


Family Relationships
--------------------

There are no family relationships among our directors or officers.



                                       27
<page>

Involvement in Certain Legal Proceedings
----------------------------------------

Our directors,  executive officers and control persons have not been involved in
any of the following events during the past five years:

   1.  any  bankruptcy  petition  filed by or against any business of which
       such person was a general partner or executive officer either at the
       time of the bankruptcy or within two years prior to that time;

   2.  any  conviction  in a criminal  proceeding or being  subject to a
       pending criminal proceeding (excluding traffic violations and other
       minor offenses);

   3.  being subject to any order,  judgment,  or decree, not subsequently
       reversed, suspended or vacated, of any court of competent jurisdiction,
       permanently or temporarily  enjoining,  barring,  suspending or otherwise
       limiting his involvement in any type of business, securities or banking
       activities; or

   4.  being  found  by a  court  of  competent  jurisdiction  (in a civil
       action),  the  Securities  and  Exchange 4  Commission  or the  Commodity
       Futures Trading Commission to have violated a federal or state securities
       or commodities law, and the judgment has not been reversed, suspended,
       or vacated.


Audit Committee and Audit Committee Financial Expert
----------------------------------------------------

We have no audit committee financial expert. We believe that the cost related to
retaining a financial  expert at this time is prohibitive.  Further,  because of
our stage of development,  we believe the services of a financial expert are not
warranted.


Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires our executive  officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the SEC initial  statements  of  beneficial  ownership,  reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive
officers,  directors and greater than 10%  shareholders  are required by the SEC
regulations  to furnish us with copies of all Section  16(a)  reports  that they
file.

Based  solely on our  review  of the  copies of such  forms  received  by us, or
written  representations  from certain  reporting  persons,  we believe that all
filing requirements  applicable to our officers,  directors and greater than ten
percent  beneficial  owners  were  complied  with,  with  the  exception  of the
following:




                                       28

<page>

<table>
<caption>
---------------------------------------------------------------------------------------
                      Number of Late   Number of Transactions Not      Failure to File
Name                  Reports          Reported on a Timely Basis      Requested Forms
---------------------------------------------------------------------------------------

                 <c>               <c>                         <c>
Alexander Kulyashov |      1(1)       |            1              |          Nil       |
---------------------------------------------------------------------------------------
</table>

     (1) The named officer, director or greater than 10% stockholder, as
         applicable,filed a late Form 3 -Initial Statement of Beneficial
         Ownership of Securities.

ITEM 10:  EXECUTIVE COMPENSATION

The  following  summary  compensation  table sets forth  information  concerning
compensation  for  services  rendered  in all  capacities  during  2008 and 2007
awarded to, earned by or paid to our executive officers.


SUMMARY COMPENSATION TABLE

<table>
<caption>
                                                                                           Change in
                                                                                            Pension
                                                                                           Value and
                                                                              Non-Equity  Nonqualified
                                                                               Incentive    Deferred
Name and                                                      Stock  Option      Plan     Compensation    All Other
Principal                                        Salary Bonus Awards Awards  Compensation   Earnings    Compensation     Total
Position                                    Year  ($)    ($)   ($)    ($)        ($)           ($)           ($)          ($)
(a)                                          (b)  (c)    (d)   (e)    (f)        (g)           (h)           (i)          (j)
--------------------------------------------------------------------------------------------------------------------------------

                                        <c>  <c>    <c>    <c>     <c>      <c>         <c>           <c>         <c>

Alexander Kulyashov,Chief Executive Officer 2008 $  0     0     0       0         0             0           5,000     $  5,000
                                            2007 $  0     0     0       0         0             0           2,000     $  2,000
--------------------------------------------------------------------------------------------------------------------------------
Nadezda Maximova, Chief Financial Officer   2008 $  0     0     0       0         0             0           2,066     $  2,066
                                            2007 $  0     0     0       0         0             0               0     $      0
--------------------------------------------------------------------------------------------------------------------------------
</table>






                                       29

<page>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
<table>
<caption>
                                           Option Awards                                               Stock Awards
------------------------------------------------------------------------------------- ---------------------------------------------
  Name              Number of        Number of        Equity      Option     Option     Number    Market     Equity       Equity
  (a)            ------------------  Securities      Incentive    Exercise Expiration of Shares  Value of   Incentive   Incentive
                    Securities       Underlying        Plan        Price      Date     or Units  Shares or    Plan         Plan
                    Underlying       Unexercised      Awards:       ($)        (f)     of Stock    Units     Awards:      Awards:
                   Unexercised         Options      Number of       (e)                That Have  of Stock   Number       Market
                     Options             (#)        Securities                            Not     That Have    of        or Payout
                       (#)         (Unexercisable)  Underlying                          Vested      Not     Unearned      Value of
                   (Exercisable)         (c)        Unexercised                           (#)      Vested     Shares,     Unearned
                       (b)                           Unearned                             (g)       ($)      Units or      Shares,
                                                      Options                                       (h)       Other       Units or
                                                        (#)                                                   Rights        Other
                                                        (d)                                                   That         Rights
                                                                                                            Have Not        That
                                                                                                             Vested       Have Not
                                                                                                               (#)         Vested
                                                                                                               (i)          ($)
                                                                                                                            (j)
-----------------------------------------------------------------------------------------------------------------------------------

                <c>              <c>             <c>           <c>       <c>        <c>        <c>      <c>            <c>
Alexander Kulyashov     0                  0             0            0        N/A         0       $   0        0            0
Nadezda Maximova        0                  0             0            0        N/A         0       $   0        0            0
-----------------------------------------------------------------------------------------------------------------------------------
</table>

DIRECTOR COMPENSATION TABLE FOR FISCAL 2008

<table>
<caption>

Name               Fees       Stock      Option          Non-Equity             Change in             All Other           Total
(a)               Earned      Awards     Awards        Incentive Plan         Pension Value         Compensation           ($)
                  or Paid      ($)         ($)          Compensation               and                   ($)               (h)
                    in         (c)         (d)               ($)              Nonqualified               (g)
                   Cash                                      (e)                Deferred
                    ($)                                                       Compensation
                    (b)                                                         Earnings
                                                                                   ($)
                                                                                   (f)
-----------------------------------------------------------------------------------------------------------------------------------

               <c>        <c>        <c>            <c>                   <c>                    <c>                <c>

Alexander Kulyashov 5,000         0          0                 0                     0                     0             $   5,000
Nadezda Maximova    2,066         0          0                 0                     0                     0             $   2,066
-----------------------------------------------------------------------------------------------------------------------------------
</table>

                                       30

<page>

Option Grants in 2008
---------------------
   No options were granted during 2008.

Aggregated Option Exercises in 2008 and 2008 Year-End Option Values
---------------------------------------------------------------------
   No options were exercised by our Officers or Directors during 2008.

Stock Incentive Plan - Awards in 2008
-------------------------------------
   During 2008, no shares, options or other rights were granted to any of our
   employees or Officers.

Director Compensation
---------------------
No options were granted or payments made in compensation  for services  rendered
to any Bonfire  Productions  directors,  with the exception of a $5,000 incurred
with the Company's  President,  Alexander  Kulyashov,  for  management  services
provided  during the year and $2,066  incurred with the Company's  CFO,  Nadezda
Maximova, for consulting services provided during the year.


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


The following table sets forth information regarding the beneficial ownership of
our shares of common stock at July 16, 2008 by (i) each person known by us to be
the beneficial owner of more than 5% of our outstanding  shares of common stock,
(ii) each of our directors, (iii) our executive officers, and (iv) by all of our
directors and executive officers as a group. Each person named in the table, has
sole  voting  and  investment   power  with  respect  to  all  shares  shown  as
beneficially  owned by such person and can be contacted at our executive  office
address.

<table>
<caption>
----------------------------------------------------------------------------------------------

  TITLE OF CLASS         NAME OF BENEFICIAL OWNER   SHARES OF COMMON STOCK   PERCENT OF CLASS
----------------------------------------------------------------------------------------------

                      <c>                         <c>                      <c>
      Common                Alexander Kulyashov             3,500,000               53.82%

----------------------------------------------------------------------------------------------
Directors and Officers                                      3,500,000               53.82%
as a Group
----------------------------------------------------------------------------------------------
</table>

The percent of class is based on  6,503,332  shares of common  stock  issued and
outstanding as of the date of this annual report.

The Company has no securities  authorized for issuance under equity compensation
plans.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE

During the fiscal year ended June 30, 2008:

             a)   The President of the Company provides  management  services to
                  the  Company.  During the year ended June 30, 2008  management
                  services of $5,000  (June 30, 2007 - $2,000)  were  charged to
                  operations.
                                       31

<page>

             b)   During the period  ended June 30, 2007,  the  President of the
                  Company  provided a $15,000 loan to the  Company.  The loan is
                  payable  on demand,  unsecured,  bears  interest  at 6.45% per
                  annum,  and consists of $15,000 of  principal  due on or after
                  June 19, 2008,  and $1,000 of accrued  interest  payable as at
                  June 30, 2008.

                  During the year  ended June 30,  2008,  the  President  of the
                  Company  provided a $10,500 loan to the  Company.  The loan is
                  payable  on demand,  unsecured,  bears  interest  at 6.45% per
                  annum,  and  consists of $9,500 of  principal  due on or after
                  April 16, 2009,  $1,000 of  principal  due on or after May 22,
                  2009 and $133 of accrued interest payable as at June 30, 2008.

              c)  As at June 30, 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  year  ended  June 30,  2008  consulting
                  services  of $2,066  (June 30,  2007 - $Nil)  were  charged to
                  operations.

Otherwise,  neither our  directors and  officers,  nor any proposed  nominee for
election  as a  director,  nor any person who  beneficially  owns,  directly  or
indirectly,  shares  carrying more than 10% of the voting rights attached to all
of our outstanding  shares, nor any promoter,  nor any relative or spouse of any
of the foregoing persons has any material interest,  direct or indirect,  in any
transaction  since our  incorporation or in any presently  proposed  transaction
which, in either case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

None  of our  directors  is  independent,  as  described  in the  standards  for
independence set forth in the Rules of the American Stock Exchange.


Director Independence
---------------------

Our  common  stock is quoted on the OTC  bulletin  board  interdealer  quotation
system,  which does not have director  independence  requirements.  Under NASDAQ
rule 4200(a)(15), a director is not considered to be independent if he or she is
also  an  executive  officer  or  employee  of the  corporation.  Our  director,
Alexander  Kulyashov,  is also our chief  executive  officer,  and our director,
Nadezda Maximova,  is also our chief financial  officer.  As a result, we do not
have any independent directors.


As a  result  of our  limited  operating  history  and  limited  resources,  our
management  believes  that we will have  difficulty  in  attracting  independent
directors.  In addition,  we would be likely be required to obtain directors and
officers   insurance  coverage  in  order  to  attract  and  retain  independent
directors.  Our management  believes that the costs  associated with maintaining
such insurance is prohibitive at this time.



                                       32

<page>

ITEM 13: EXHIBITS, AND REPORTS ON FORM 8-K

(a)  The following exhibits are included as part of this report:

Exhibit
Number     Title of Document
-------    -----------------
  3.1      Articles of Incorporation*
  3.2      Bylaws*
 31.1      Certification pursuant to Rule 13a-14(a) under the Securities
           Exchange Act of 1934
 31.2      Certification pursuant to Rule 13a-14(a) under the Securities
           Exchange Act of 1934
 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.

(b)  Reports on Form 8-K.

During the year ended June 30, 2008,  and through the date of their Report,  the
registrant filed the following reports on Form 8-K:

 -  On October 1, 2007 we have filed the Form 8-K announcing the  appointment of
    a director to the Company's Board of Directors.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our  principal  accountants,  Moore  &  Associates,  Chartered  Accountants  and
Advisors, billed the following fees for the services indicated:


                                        Fiscal year-ended
                                June 30, 2008         June 30, 2007
                                -------------         -------------

Audit fees                         $3,500                $ 3,500
Audit-related fees                    Nil                    Nil
Tax fees                              Nil                    Nil
All other fees                      5,100                    Nil


Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection  with the audit of our annual  financial  statements.  All other fees
relate to  professional  services  rendered in connection with the review of the
quarterly financial statements.

Our  policy  is to  pre-approve  all audit and  permissible  non-audit  services
performed by the  independent  accountants.  These  services  may include  audit
services,  audit-related  services,  tax services and other services.  Under our
audit  committee's  policy,  pre-approval  is generally  provided for particular
services or categories of services,  including planned  services,  project based
services and routine  consultations.  In addition,  the audit committee may also
pre-approve  particular  services on a case-by-case  basis.  Our audit committee
approved all services  that our  independent  accountants  provided to us in the
past two fiscal years.


                                       33
<page>

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: July 16, 2008
                                BONFIRE PRODUCTIONS, INC.

                                /s/ Alexander Kulyashov
                                ---------------------------
                                Alexander Kulyashov
                                President, Chief Executive Officer and Director
                                (Principal Executive Officer)

                                /s/ Nadezda Maximova
                                ---------------------------
                                Nadezda Maximova
                                Secretary, Treasurer and Director
                                (Principal Financial Officer and
                                 Principal Accounting Officer)














                                       34