================================================================================

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

                                    FORM 10-Q

[ X ]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of  1934

          For the quarterly period ended December 31, 2008.

[   ]     Transition Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

            For the transition period _____________ to ______________.


                        Commission File Number 333-145743

                            BONFIRE PRODUCTIONS, INC.
         ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                       75-3260546
 -------------------------------           ------------------------------------
 (State or other jurisdiction of           (IRS Employer Identification Number)
 incorporation or organization)

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

                                 (425) 748-5041
        -----------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                      None
         ---------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements  for the  past 90 days.  Yes [ X ] No [ ]

Indicate  by check  mark whether the registrant is a large  accelerated  filer,
an accelerated  filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer,"

<page>

"accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer        [   ]           Accelerated filer         [   ]
Non-accelerated filer          [   ]           Smaller reporting company [ X ]
(Do not check if a smaller
reporting company)

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

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                            THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of
securities under a plan confirmed by a court. Yes[  ] No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable date:  6,503,332 Shares of $0.001 par value
Common Stock outstanding as of January 30, 2009.

<page>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.












                            BONFIRE PRODUCTIONS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 2008

                                   (Unaudited)














BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO FINANCIAL STATEMENTS

<page>



                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<table>
<caption>
                                                                               December 31,         June 30,
                                                                                   2008               2008
                                                                                   ----               ----
                                                                               (Unaudited)          (Audited)
                                     ASSETS
                                     ------

                                                                             <c>               <c>
   Current assets
       Cash                                                                  $           443    $             410
       Prepaid expenses                                                                   31                  31
                                                                                ------------        -------------
       Total current assets                                                              474                 441

    Equipment, net                                                                     1,574               1,852
    Security deposit                                                                     200                 200
                                                                                ------------        -------------
   Total Assets                                                              $         2,248     $         2,493
                                                                                ============        =============

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------

Current liabilities
   Accounts payable and accrued liabilities                                   $        8,397      $        6,312
   Due to related parties                                                                400               2,745
   Loan payable - related parties                                                          -              26,632
                                                                                ------------        ------------
         Total current liabilities                                                     8,797              35,689

 Total Liabilities                                                                     8,797              35,689
                                                                                ------------        ------------

Stockholders' Equity
Capital stock
       75,000,000 shares authorized, $0.001 par value
       6,503,332 shares issued and outstanding
       (June 30, 2008 - 6,503,332)                                                     6,503               6,503
Additional paid in capital                                                            42,047              42,047
Deficit accumulated during the development stage                                (     55,099)       (     81,746)
                                                                                -------------        ------------
Total Stockholders' Equity                                                      (       6,549)      (     33,196)
                                                                                -------------        ------------
Total Liabilities and Stockholders' Equity                                   $         2,248     $         2,493
                                                                                =============        ============
</table>

    The accompanying notes are an integral part of these financial statements

<page>

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

<table>
<caption>
                                                                    Three Months                 Six months        August 25, 2006
                                                                       Ended                        Ended      (Inception) through
                                                                    December 31,                  December 31,        December 31,

                                                       <c>             <c>            <c>           <c>          <c>
                                                               2008            2007          2008           2007           2008
                                                               ----            ----          ----           ----            ----
Revenue                                                   $         -    $          -   $     7,500   $        -          $  7,500
                                                           -----------    ------------   ----------    -----------   -------------
Expenses:
   Amortization                                           $        139   $          26  $       278   $       26   $           354
   Audio production                                                  -              -             -            -            14,500
   General and Administrative                                    4,602          26,470        17,362      37,834            83,400
                                                          ------------    ------------   -----------   -----------   -------------
                                                                 4,741          26,496        17,640      37,860            98,254

Loss from operations                                         (   4,741)      (  26,496)     ( 10,140)  (  37,860)     (     90,754)
Other income (expense)
   Interest expense                                                 -             (244)         (336)       (488)          ( 1,468)
   Gain on settlement of amounts due to related party               -                -        37,123           -            37,123
                                                          ------------    -------------  -----------   -----------   --------------
Income (loss) before provision for income tax                (   4,741)      (  26,740)       26,647   (  38,348)     (     55,099)
Provision for income tax
                                                                    -                -             -           -                -
                                                          ------------    ------------   ------------  ----------    --------------
Net income (loss)                                        $   (   4,741)  $   (  26,740)  $    26,647 $   ( 38,348)  $ (     55,099)
                                                          ============    =============  ============  ===========   ==============
Net income (loss) per share                              $  (    0.000)  $   (    0.01)  $      0.01     (   0.01)
                                                          ============    =============  ============  ===========
Weighted average number of common shares outstanding         6,503,332       5,787,101      6,503,332   4,643,550
                                                          ============    =============  ============  ===========
</table>

    The accompanying notes are an integral part of these financial statements

<page>

                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<table>
<caption>
                                                                                                                August 25, 2006
                                                                            Six Months Ended                  (Inception) through
                                                                              December 31,                        December 31,
                                                                     2008                      2007                   2008
                                                                    -----                      ----                   ----

                                                             <c>                        <c>                  <c>
Operating Activities:
 Net income (loss)                                          $           26,647         $ (         38,348)   $ (        55,099)
 Adjustment to reconcile net income to net
 cash provided by (used for) operating activities:
    Amortization                                                           278                         26                  354
    Prepaid expenses                                                         -           (          1,969)     (            31)
    Security deposit                                                         -           (            200)     (           200)
    Accounts payable and accrued  liabilities                            2,085                      5,008                8,397
    Accounts payable related parties                                       810                        759                3,556
    Gain on settlement of amounts due to related party         (        37,123)                         -      (        37,123)
                                                                ---------------            --------------        --------------
          Net cash provided by (used for)
          operating  activities                                (         7,303)           (        34,724)     (        80,146)
                                                                ---------------            --------------         -------------
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                                          7,336                        488               33,968
   Proceeds from issuance of common stock                                    -                     45,050               48,550
                                                                ---------------             --------------        -------------
          Net cash provided by (used for)
           financing activities                                          7,336                     45,538               82,518
                                                                ---------------             --------------        -------------
Net Increase (Decrease) In Cash                                             33                      8,885                  443

Cash At The Beginning Of The Period                                        410                     16,253                    -
                                                                ---------------             --------------        -------------
Cash (Bank Indebtedness) At The End
Of The Period                                               $              443         $           25,408    $             443
                                                                ===============             ==============        ==============
Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------
None

Supplemental Disclosure
-----------------------
  Cash paid for:
       Interest                                             $               -          $               -     $               -
                                                                ==============             ================      =============
       Income Taxes                                         $               -          $               -     $               -
                                                                ==============             ================      =============
</table>

    The accompanying notes are an integral part of these financial statements

<page>

                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
              August 25, 2006 (Inception) Through December 31, 2008
                                   (Unaudited)
<table>
<caption>
                                                                                                       Deficit
                                                                                                       Accumulated
                                                                                                       During the
                                                                  Common Shares         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 year ended June 30, 2008             -            -            -      (    71,535)    (    71,535)
                                                            ----------   ----------   ----------     ------------     ------------
       Balances, June 30, 2008                               6,503,332        6,503       42,047     (    81,746)    (    33,196)

       Net gain (loss) for the period ended December 31, 2008       -            -            -           26,647          26,647
                                                            ----------   ----------   -----------    ------------     ------------
       Balances, December 31, 2008                           6,503,332   $    6,503  $    42,047   $ (    55,099)  $ (     6,549)
                                                            ==========   ==========   ===========    ============     ============
</table>

    The accompanying notes are an integral part of these financial statements
<page>



                            BONFIRE PRODUCTIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008
                                   (Unaudited)


Note 1        Nature and Continuance of Operations
              ------------------------------------
              Organization
              ------------
              The Company was incorporated in the State of Nevada, United States
              of America on August 25,  2006 and its fiscal year end is June 30.
              The Company is engaged in recording,  publishing and  distribution
              of multicultural  stories and fairy tales for children through its
              website www.bonfiretales.com and other internet retailers.

              Going Concern
              -------------
              These  financial  statements have been prepared on a going concern
              basis. The Company has a working capital deficiency of $8,323, and
              has accumulated deficit of $55,099 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.

              Unaudited Interim Financial Statements
              --------------------------------------
              The accompanying  unaudited interim financial statements have been
              prepared in  accordance  with  United  States  generally  accepted
              accounting  principles for interim financial  information and with
              the   instructions  to  Form  10-Q  of  Regulation  S-B.   Certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements  prepared  in  accordance  with  accounting
              principles generally accepted in the United States of America have
              been condensed or omitted  pursuant to such rules and regulations.
              However,  except as disclosed herein,  there have been no material
              changes in the information disclosed in the notes to the financial
              statements  for the year  ended  June 30,  2008,  included  in the
              Company's annual report on Form10KSB filed with the Securities and
              Exchange  Commission.  The interim unaudited financial  statements
              should be read in  conjunction  with  those  financial  statements
              included in the Form  10KSB.  In the  opinion of  Management,  all
              adjustments   considered   necessary  for  a  fair   presentation,
              consisting solely of normal recurring adjustments, have been made.
              Operating  results for the six months ended  December 31, 2008 are
              not necessarily indicative of the results that may be expected for
              the year ending June 30, 2009.


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:

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(Unaudited)  - Page 2

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

              Development Stage Company
              -------------------------
              The Company  complies with  Financial  Accounting  Standard  Board
              Statement ("FAS") No. 7 and The Securities and Exchange Commission
              Act Guide 7 for its characterization of the Company as development
              stage.

              Revenue Recognition
              -------------------
              We recognize  revenue from product sales when the  following  four
              revenue  recognition  criteria are met:  persuasive evidence of an
              arrangement  exists,  delivery has occurred or services  have been
              rendered,  the  selling  price  is  fixed  or  determinable,   and
              collectibility is reasonably  assured.  Product sales and shipping
              revenues,  net  of  promotional  discounts,  rebates,  and  return
              allowances,  are recorded  when the products are shipped and title
              passes to customers.

              Impairment of Long-lived Assets
              -------------------------------
              Capital assets are reviewed for impairment in accordance  with FAS
              No. 144,  "Accounting for the Impairment or Disposal of Long-lived
              Assets",  which was adopted  effective  January 1, 2002. Under FAS
              No.  144,  these  assets are tested  for  recoverability  whenever
              events or changes in  circumstances  indicate that their  carrying
              amounts may not be recoverable. An impairment charge is recognized
              for the  amount,  if any,  which the  carrying  value of the asset
              exceeds the fair value.

              Technology and Content
              ----------------------
              Technology   and   content   expenses   consist   principally   of
              consultants'  fees and  expenses  related to website  development,
              editorial  content,  and systems  support.  Technology and content
              costs are expensed as incurred.

              Advertising Costs
              -----------------
              The  Company's   policy   regarding   advertising  is  to  expense
              advertising  when  incurred.  The  Company  had not  incurred  any
              advertising expense as of December 31, 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.

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(Unaudited)  - Page 3



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

              Stock-based Compensation
              ------------------------
              The  Company  has not  adopted  a stock  option  plan  and has not
              granted any stock options. Accordingly no stock-based compensation
              has been recorded to date.

              Income Taxes
              ------------
              The Company uses the asset and liability  method of accounting for
              income taxes in accordance with FAS No. 109 "Accounting for Income
              Taxes". Under this method, deferred tax assets and liabilities are
              recognized  for  the  future  tax  consequences   attributable  to
              temporary  differences  between the financial  statements carrying
              amounts of existing assets and liabilities and loss  carryforwards
              and  their   respective   tax  bases.   Deferred  tax  assets  and
              liabilities are measured using enacted tax rates expected to apply
              to  taxable   income  in  the  years  in  which  those   temporary
              differences are expected to be recovered or settled.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of  the  Company's   financial   instruments
              consisting  of cash,  accounts  payable and  accrued  liabilities,
              agreement  payable  and due to  related  party  approximate  their
              carrying value due to the short-term maturity of such instruments.
              Unless  otherwise  noted,  it is  management's  opinion  that  the
              Company is not exposed to significant interest, currency or credit
              risks arising from these financial instruments.

              Recent Accounting Pronouncements
              --------------------------------
              In May 2008, the Financial  Accounting  Standards Board ("FASB")
              issued SFAS No. 163, "Accounting for Financial Guarantee Insurance
              Contracts-and  interpretation of FASB Statement No. 60". SFAS
              No. 163 clarifies how Statement 60 applies to financial guarantee
              insurance contracts, including the recognition and  measurement of
              premium  revenue and claims liabilities. This statement also
              requires  expanded disclosures about financial guarantee insurance
              contracts.  SFAS No. 163 is effective for fiscal years  beginning
              on or after December 15, 2008, and interim periods within    those
              years. SFAS No. 163 has no effect on the  Company's financial
              position,  statements  of operations, or cash flows at this time.

              In May 2008,  the  Financial Accounting Standards  Board  ("FASB")
              issued  SFAS No.  162,  "The Hierarchy  of  Generally   Accepted
              Accounting  Principles".  SFAS No. 162 sets forth the level of
              authority  to a given  accounting  pronouncement  or  document by
              category.  Where there might be conflicting guidance between two
              categories,  the more authoritative  category will prevail.  SFAS
              No. 162 will become effective 60 days after the SEC approves the
              PCAOB's amendments to AU

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(Unaudited)  - Page 4

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

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

              Section 411 of the AICPA Professional Standards.  SFAS No. 162 has
              no effect  on the  Company's  financial  position,  statements  of
              operations, or cash flows at this time.

              In March 2008, the Financial  Accounting Standards Board, or FASB,
              issued SFAS No. 161, Disclosures about Derivative  Instruments and
              Hedging  Activities--an  amendment of FASB Statement No. 133. This
              standard requires companies to provide enhanced  disclosures about
              (a) how and why an entity  uses  derivative  instruments,  (b) how
              derivative  instruments and related hedged items are accounted for
              under Statement 133 and its related  interpretations,  and (c) how
              derivative instruments and related hedged items affect an entity's
              financial position,  financial  performance,  and cash flows. This
              Statement is effective for financial  statements issued for fiscal
              years and interim periods  beginning after November 15, 2008, with
              early application encouraged.  The Company has not yet adopted the
              provisions  of SFAS No.  161,  but does  not  expect  it to have a
              material impact on its consolidated financial position, results of
              operations or cash flows.

               In December 2007, the SEC issued Staff Accounting  Bulletin (SAB)
              No. 110 regarding the use of a "simplified"  method,  as discussed
              in SAB No. 107 (SAB 107),  in  developing  an estimate of expected
              term of "plain  vanilla" share options in accordance with SFAS No.
              123 (R), Share-Based  Payment. In particular,  the staff indicated
              in SAB 107 that it will  accept a  company's  election  to use the
              simplified   method,   regardless   of  whether  the  company  has
              sufficient  information to make more refined estimates of expected
              term. At the time SAB 107 was issued, the staff believed that more
              detailed  external  information  about employee  exercise behavior
              (e.g.,   employee  exercise  patterns  by  industry  and/or  other
              categories  of  companies)   would,   over  time,  become  readily
              available  to  companies.  Therefore,  the staff stated in SAB 107
              that it would not  expect a company to use the  simplified  method
              for  share  option  grants  after  December  31,  2007.  The staff
              understands that such detailed information about employee exercise
              behavior  may  not be  widely  available  by  December  31,  2007.
              Accordingly,  the staff will  continue  to accept,  under  certain
              circumstances,  the use of the simplified  method beyond  December
              31, 2007. The Company  currently  uses the  simplified  method for
              "plain  vanilla"  share options and warrants,  and will assess the
              impact of SAB 110 for fiscal year 2009.  It is not  believed  that
              this will have an impact on the Company's  consolidated  financial
              position, results of operations or cash flows.

              In December  2007,  the FASB  issued SFAS No. 160,  Noncontrolling
              Interests in Consolidated  Financial  Statements--an  amendment of
              ARB No. 51. This statement  amends ARB 51 to establish  accounting
              and  reporting  standards  for the  noncontrolling  interest  in a
              subsidiary  and  for  the  deconsolidation  of  a  subsidiary.  It
              clarifies  that a  noncontrolling  interest in a subsidiary  is an
              ownership  interest  in the  consolidated  entity  that  should be
              reported  as  equity  in the  consolidated  financial  statements.
              Before this  statement was issued,  limited  guidance  existed for
              reporting  noncontrolling  interests.  As a  result,  considerable
              diversity in practice existed.  So-called  minority interests were
              reported in the  consolidated  statement of financial  position as
              liabilities or in the mezzanine  section  between  liabilities and
              equity. This statement improves  comparability by eliminating that
              diversity.  This  statement is  effective  for fiscal  years,  and
              interim  periods within those fiscal years,  beginning on or after
              December 15, 2008 (that is,  January 1, 2009,  for  entities  with
              calendar year-ends). Earlier adoption is prohibited. The effective
              date of this statement is the

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(Unaudited)  - Page 5


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

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

              same as that of the related  Statement  141  (revised  2007).  The
              Company will adopt this Statement  beginning  March 1, 2009. It is
              not  believed  that this  will  have an  impact  on the  Company's
              consolidated  financial  position,  results of  operations or cash
              flows.

              In December  2007,  the FASB,  issued FAS No. 141 (revised  2007),
              Business Combinations.'This  Statement replaces FASB Statement No.
              141,   Business   Combinations,   but  retains   the   fundamental
              requirements   in  Statement  141.  This   Statement   establishes
              principles and requirements  for how the acquirer:  (a) recognizes
              and measures in its financial  statements the identifiable  assets
              acquired, the liabilities assumed, and any noncontrolling interest
              in the acquiree; (b) recognizes and measures the goodwill acquired
              in the business combination or a gain from a bargain purchase; and
              (c) determines what information to disclose to enable users of the
              financial  statements to evaluate the nature and financial effects
              of the business combination.  This statement applies prospectively
              to business  combinations  for which the acquisition date is on or
              after the beginning of the first annual reporting period beginning
              on or after  December 15, 2008.  An entity may not apply it before
              that date.  The  effective  date of this  statement is the same as
              that  of  the  related  FASB  Statement  No.  160,  Noncontrolling
              Interests in Consolidated  Financial Statements.  The Company will
              adopt this statement  beginning  March 1, 2009. It is not believed
              that  this  will  have an  impact  on the  Company's  consolidated
              financial position, results of operations or cash flows.

              In February  2007,  the FASB,  issued SFAS No. 159, The Fair Value
              Option  for  Financial   Assets  and   Liabilities--Including   an
              Amendment of FASB  Statement  No. 115.  This  standard  permits an
              entity to choose to measure many financial instruments and certain
              other  items  at fair  value.  This  option  is  available  to all
              entities. Most of the provisions in FAS 159 are elective; however,
              an amendment to FAS 115 Accounting for Certain Investments in Debt
              and Equity  Securities  applies to all entities with available for
              sale or trading securities. Some requirements apply differently to
              entities that do not report net income.  SFAS No. 159 is effective
              as of the  beginning of an entities  first fiscal year that begins
              after  November  15, 2007.  Early  adoption is permitted as of the
              beginning of the  previous  fiscal year  provided  that the entity
              makes that  choice in the first 120 days of that  fiscal  year and
              also  elects to apply the  provisions  of SFAS No.  157 Fair Value
              Measurements.  The Company will adopt SFAS No. 159 beginning March
              1, 2008 and is  currently  evaluating  the  potential  impact  the
              adoption  of this  pronouncement  will  have  on its  consolidated
              financial statements.

              In  September  2006,  the FASB  issued  SFAS No.  157,  Fair Value
              Measurements  This  statement  defines fair value,  establishes  a
              framework   for  measuring   fair  value  in  generally   accepted
              accounting  principles (GAAP), and expands  disclosures about fair
              value measurements.  This statement applies under other accounting
              pronouncements that require or permit fair value measurements, the
              Board   having   previously    concluded   in   those   accounting
              pronouncements  that  fair  value  is  the  relevant   measurement
              attribute.  Accordingly,  this  statement does not require any new
              fair  value  measurements.   However,   for  some  entities,   the
              application of this statement will change current  practice.  This
              statement is effective for financial  statements issued for fiscal
              years

<page>

Bonfire Productions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(Unaudited)  - Page 6



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

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

              beginning  after  November 15, 2007,  and interim  periods  within
              those fiscal years.  Earlier  application is encouraged,  provided
              that the reporting entity has not yet issued financial  statements
              for  that  fiscal  year,  including  financial  statements  for an
              interim  period  within that fiscal  year.  The Company will adopt
              this  statement  March 1, 2008,  and it is not believed  that this
              will  have  an  impact  on the  Company's  consolidated  financial
              position, 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  December  31,  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  consulting  services to
                  the  Company.  During the six months  ended  December 31, 2008
                  consulting  services  of $Nil  (June 30,  2008 - $2,066)  were
                  charged to operations.

b)                A director of the Company provides  consulting services to the
                  Company. During the period ended December 31, 2008, consulting
                  services  of $4,000  (June 30,  2008 - $Nil)  were  charged to
                  operations.

c)                As at December 31, 2008, the Company owed $400 to directors of
                  the  Company  for cash  advances  provided  to the  Company to
                  December 31, 2008.

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

<page>

Note 4        Related Party Transactions
              --------------------------
                  During the year ended June 30, 2008,  the former  President of
                  the Company  provided a $10,500 loan to the Company.  The loan
                  was payable on demand,  unsecured,  bore interest at 6.45% per
                  annum,  and  consisted 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.

                  During  the  period  ended  September  30,  2008,  the  former
                  President  of  the  Company  provided  a  $7,000  loan  to the
                  Company.  The loan was  payable  on  demand,  unsecured,  bore
                  interest  at 6.45%  per  annum,  and  consisted  of  $7,000 of
                  principal  due on or after July 5,  2009,  and $336 of accrued
                  interest payable as at August 29, 2008.

                  On August 29, 2008, the amounts due to the former President of
                  the Company  were  settled and the Company  recorded a $37,123
                  gain on the settlement of amounts due to related party.



















<page>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

Forward  Looking  Statements  This  quarterly  report  contains
forward-looking  statements.   Forward-looking  statements  are  projections  of
events, revenues,  income, future economic performance or management's plans and
objectives  for  our  future  operations.   In  some  cases,  you  can  identify
forward-looking  statements by terminology such as "may",  "should",  "expects",
"plans",  "anticipates",  "believes",  "estimates",  "predicts",  "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements   are  only   predictions   and  involve  known  and  unknown  risks,
uncertainties  and other  factors,  including the risks in the section  entitled
"Risk  Factors"  and the risks set out below,  any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements  expressed or implied by these  forward-looking  statements.  These
risks include, by way of example and not in limitation:

o        the uncertainty of profitability based upon our history of losses;

o        risks  related to failure to obtain  adequate  financing on a timely
         basis and on  acceptable  terms to continue as going concern;

o        risks  related  to  our international operations  and currency exchange
         fluctuations;

o        risks related to product  liability  claims;
o        other risks and uncertainties  related to our business plan and
         business strategy.

This list is not an exhaustive list of the factors that may affect any of our
forward-looking statements.  These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the  statements  are made and we undertake no obligation to
update  forward-looking  statements if these beliefs,  estimates and opinions or
other  circumstances  should change.  Although we believe that the  expectations
reflected in the forward-looking  statements are reasonable, we cannot guarantee
future  results,  levels of activity,  performance  or  achievements.  Except as
required by applicable law,  including the securities laws of the United States,
we do not  intend to update  any of the  forward-looking  statements  to conform
these statements to actual results.

Our  financial  statements  are stated in United  States  dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

In this quarterly report,  unless otherwise  specified,  all dollar amounts are
expressed in United  States  dollars and all  references to "common stock" refer
to the  common  shares  in our  capital  stock.

As  used in this quarterly report,  the terms "we", "us",  "our", the  "Company"
and "Bonfire Productions" mean Bonfire Productions, Inc., unless otherwise
indicated.

Our Current Business

We record,  market and sell  online  multicultural  children's  content in audio
format.  Our objective is to become a provider of folk stories,  fairy tales and
traditional stories from around the world. We plan to acquire rights to content,
subject to financing, in either the original language or a translated-to-English
version and produce audio and video  recordings that will be sold in the popular
MP3 format online or on CDs and DVDs.

<page>

Our business consists of three main areas of activity:

1.       Sourcing content:

     Our business relies on sourcing unique  children's  stories from around the
     world. We intend to accomplish this by using copyright-free  material,  and
     obtaining  permissions  to record  printed  materials  in audio format from
     publishers  and  authors  of  copyrighted  content.  In order to avoid  any
     violation of copyright  law, we intend on hiring,  subject to financing,  a
     copyright  lawyer  on  contract  basis  to  consult  us  on  legal  matters
     pertaining to copyrights,  rights  management and to assist us in obtaining
     the appropriate permissions for copyrighted content.

2.       Audio/Video production:

     We have hired a recording  studio and recorded and published on our website
     our first four collections of children's  stories from around the world. We
     have completed  development of our website by adding four additional  pages
     dedicated to the stories recorded to date and adding a shopping cart.

3.       Marketing and sales of our products

     We are selling our audio  recordings on our website  (www.bonfiretales.com)
     for use at home and in portable music devices, such as MP3 players. Parents
     can download  individual  stories or entire collections of stories and play
     them for their  children at home.  We will also sell CD  recordings  of our
     stories, both on our website and through other online retailers.  We intend
     to market the website,  subject to financing,  by placing advertisements on
     family oriented websites, and parenting magazines.

Our website  (www.bonfiretales.com)  will serve as a major  promotional tool for
our  products.  It lists  all the  stories  that  are  currently  available  for
purchase. Each story has its own section on the website with a short description
of the story's  origins.  Currently,  our website has four sections with stories
from around the world.  Consumers  are able to listen to a  20-second  sample of
each story before making the decision to purchase.


RESULTS OF OPERATIONS

The  following is a discussion  and analysis of our results of operation for the
six-month  period ended December 31, 2008, and the factors that could affect our
future  financial  condition.  This  discussion  and analysis  should be read in
conjunction  with our  unaudited  financial  statements  and the  notes  thereto
included  elsewhere in this  quarterly  report.  Our  financial  statements  are
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles.  All  references  to dollar  amounts in this  section  are in United
States dollars unless expressly stated otherwise.

Financial Data Summary

                                   Six Months                    Six Months
                                      Ended                         Ended
                                   December 31,                  December 31,
                                      2008                            2007
                                      -----                          -----

Revenue                     $             7,500          $                   -
Operating Expenses          $            17,640          $              37,860
                            ---------------------------------------------------
Net Income (Loss)           $            26,647          $             (38,348)
                            ===================================================
Revenue

<page>

Our gross revenue for the six-month  period ended December 31, 2008, was $7,500,
compared  to $Nil for the same  period in fiscal  2008.  During the period  from
August 25, 2006  (Inception)  to August 29,  2008,  the former  President of the
Company provided loans to the Company totalling  $32,500,  plus accrued interest
of $1,458.  The loans were  unsecured,  payable on demand and bore  interest  at
6.45% per annum. On August 29, 2008, the amounts due to the former  President of
the  Company  were  settled  and the  Company  recorded  a  $37,123  gain on the
settlement of amounts due to related  party  resulting in the $26,647 net income
for the period ended December 31, 2008.

Operating Costs and Expenses
----------------------------

The major components of our expenses for the six-month period ended December 31,
2008, and 2007, are outlined in the table below:

                                      Six Months                Six Months
                                         Ended                      Ended
                                      December 31,              December 31,
                                          2008                      2007
                                          ----                      ----

Amortization                    $                278       $                 26
General and administrative                    17,362                     37,834
                                -----------------------------------------------
                                $             17,640       $             37,860
                                ===============================================
Operating Expenses

The decrease in operating  expenses was mainly due to the decrease of $20,472 in
general and administrative expenses. These decreases were offset by the increase
in amortization expense of $252.

Liquidity and Capital Resources
Working Capital

                                      Six Months
                                        Ended                    Year Ended
                                      December 31,                  June 30,
                                         2008                        2008


Current Assets                    $                   474    $              441
Current Liabilities                                (8,797)              (35,689)
Working Capital Deficiency        $                (8,323)   $          (35,248)

Cash Flows



                                                Six Months         Six Months
                                                   Ended               Ended
                                                December 31,        December 31,
                                                    2008                2007



Cash provided by (used for) Operating Activities  $  (7,303)    $  (34,724)
Cash provided by Investing Activities                    -          (1,929)
Cash provided by Financing Activities                 7,336         45,538
---------------------------------------------------------------------------
Net Increase in Cash                              $      33     $    8,885
===========================================================================

We had cash of $443,  prepaid  expenses of $31 and accounts  payable and accrued
liabilities of $8,397 and amounts payable to related party of $400 for a working
capital deficiency of $8,323 as of December 31, 2008.

<page>

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.  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 to dedicate $5,000 to marketing and promotion of our website, subject to
financing.  In addition, we plan to optimize our website for search engines, and
get listed in online directories.  We also plan to devote funds for ad placement
on   parent-oriented   websites   such  as   ivillage.com,   parenting.com   and
todaysparent.com, subject to financing.

As well,  we  anticipate  spending an additional  $8,000 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 $27,000.

Cash Used In Operating Activities

Our cash balance of $443 as of December 31,  2008,  has  increased by $33 during
the six months ended  December 31, 2008  compared to the cash balance of $410 as
of June 30, 2008,  primarily due to the revenue of $7,500 and cash advances from
related  parties.  The increase in the cash  position  during the same period in
fiscal 2008 was  primarily  due to the receipt of the  proceeds of $45,050  from
issuance of our common stock.  Cash From  Investing  Activities No cash was used
for or  provided by  investing  activities  during the  six-month  period  ended
December 31, 2008 (December 31, 2007: $1,929).

Cash from Financing Activities

To December 31, 2008, the Company has funded its initial  operations through the
issuance of 6,503,332  shares of capital  stock for  proceeds of $45,050,  loans
from former  director in the total amount of $32,500 and revenue of $7,500.  Due
to the  "start  up"  nature of our  business,  we  expect to incur  losses as it
expands.  To date, our cash flow  requirements have been primarily met by equity
financings.  Management  expects to keep operating costs to a minimum until cash
is available  through  financing or operating  activities.  Management  plans to
continue to seek other sources of financing on favorable terms;  however,  there
are no assurances that any such financing can be obtained on favorable terms, if
at all.  If we are  unable to  generate  sufficient  profits or unable to obtain
additional  funds for our working capital needs, we may need to cease or curtail
operations.  Furthermore,  there  is no  assurance  the net  proceeds  from  any
successful  financing  arrangement will be sufficient to cover cash requirements
during the initial stages of the Company's  operations.  For these reasons,  our
independent  registered auditors believe that there is substantial doubt that we
will be able to continue as a going concern.

Going Concern

The audited financial  statements for the year ended June 30, 2008,  included in
our  annual  report  on the Form  10-KSB  filed  with  Securities  and  Exchange
Commission,  have been prepared on a going concern basis, which implies that our
company will continue to realize its assets and discharge  its  liabilities  and
commitments in the normal course of business.  Our company has generated  $7,500
in revenues since  inception and has never paid any dividends and is unlikely to
pay dividends or generate  substantial  earnings in the immediate or foreseeable
future. The continuation of our company as a going concern is dependent upon the
continued financial support from our shareholders, the ability of our company to
obtain necessary equity financing to achieve our operating  objectives,  and the
attainment of profitable  operations.  As at December 31, 2008,  our company has
accumulated  losses of $55,099  since  inception.  As we do not have  sufficient
funds for our planned operations,  we will be required to raise additional funds
for operations.

Due to the uncertainty of our ability to meet our current operating expenses and
the  capital  expenses  noted  above,  in their  report on the annual  financial
statements for the year ended June 30, 2008, our independent registered auditors
included  an  explanatory  paragraph  regarding  concerns  about our  ability to
continue as a going concern.  Our financial  statements  contain additional note
disclosures  describing the  circumstances  that lead to this  disclosure by our
independent registered auditors.

<page>

The  continuation  of our  business  is  dependent  upon us  raising  additional
financial  support.  The issuance of  additional  equity  securities by us could
result  in a  significant  dilution  in the  equity  interests  of  our  current
stockholders.   Obtaining  commercial  loans,  assuming  those  loans  would  be
available, will increase our liabilities and future cash commitments.

Future Financings

We  anticipate  that  additional  funding will be required in the form of equity
financing  from  the  sale of our  common  stock.  However,  we  cannot  provide
investors  with any assurance that we will be able to raise  sufficient  funding
from the sale of our common stock to fund our marketing plan and operations.  At
this time, we cannot  provide  investors with any assurance that we will be able
to raise sufficient  funding from the sale of our common stock or through a loan
from our directors to meet our  obligations  over the next twelve months.  We do
not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Management

On August 29, 2008, the Company has accepted the resignation of Alexander
Kulyashov, from his positions as the Company's President, Chief Executive
Officer and as a member of the Company's Board of Directors. Mr. Kulyashov
resigned to pursue other interests. Nadezda Maximova, our Chief Financial
Officer, was appointed as President and Chief Executive Officer of the Company.
In addition, Mrs. Elena Bylbash has been appointed to our Board of Directors.

Mrs. Elena Bylbash, 30, has earned a law degree from St. Petersburg State
University. Prior to her appointment, she has been involved with several
publishing projects over the past 2 years. Elena Bylbash is not a director or
officer of any other public company.

During the period from  August 25,  2006  (Inception)  to August 29,  2008,  the
former President of the Company provided loans to the Company totalling $32,500,
plus accrued interest of $1,458. The loans were unsecured, payable on demand and
bore  interest at 6.45% per annum.  On August 29,  2008,  the amounts due to the
former  President of the Company were settled and the Company recorded a $37,123
gain on the settlement of amounts due to related party.

Patents and Trademarks

In July 2007, we applied for a U.S. trademark for "Bonfire Tales" with the U.S.
Trademark and Patent Office. The serial number for the application was 77241986.
The USPTO has registered our trade mark on January 27, 2009. The trade mark
registration number is 3,568,273.

Risks and Uncertainties

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.

<page>

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 realized minimal revenue of
$7,500.  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 December 31, 2008 is $55,099.

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.

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:

<page>

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 director's  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 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 former director owns 53.82 % of our outstanding common stock, he
could make decisions that may be disadvantageous to other minority shareholders.

Our former  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  quoted 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.

<page>

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.

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 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

As  required by Rule  13a-15  under the  Exchange  Act,  we have  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures at December 31, 2008,  which is the end of the period covered by this
report.  This evaluation was carried out by our principal  executive officer and
our  principal  financial  officer.  Based  on this  evaluation,  our  principal
executive  officer and our principal  financial  officer have concluded that the
design and operation of our disclosure  controls and procedures are effective as
at the end of the period covered by this report.

There were no changes in our internal  control over financial  reporting  during
the fiscal period ended December 31, 2008, that have materially  affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be disclosed by our company in
the  reports  that  we  file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms.  Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  by our company in the reports that we file or submit under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal executive officer and principal financial officer, as appropriate,  to
allow timely decisions regarding required disclosure.

<page>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

 Exhibit

Number      Title of Document
------      -------------------
     3.1    Articles of Incorporation *
     3.2    Bylaws *
    31.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002
    31.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002
    32.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002

*Incorporated  by  reference  to  similarly  numbered  exhibits  filed  with the
Company's Registration Statement on Form SB-2 on August 28, 2007.

SIGNATURES
----------

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Bonfire Productions, Inc.
                                          /s/ Nadezda Maximova
                                          -----------------------------
                                              Nadezda Maximova
                                              President, Chief Executive
                                              Officer, and Director
                                              Dated: January 30, 2009

                                          /s/ Elena Bylbash
                                          ---------------------------
                                             Elena Bylbash
                                             Chief Financial Officer, Secretary
                                             Treasurer, principal accounting
                                             officer and Director
                                             Dated: January 30, 2009