UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549 FORM 10-Q [ X ] Quarterly
Report pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of
1934 For the quarterly
period ended March 31, 2009. [ ] Transition
Report pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of
1934 For the transition
period _____________ to ______________. Commission File
Number 333-145743 BONFIRE
PRODUCTIONS, INC.  (Exact name of
registrant as specified in its charter)  Nevada
                                      75-3260546-------------------------------
          ------------------------------------(State
or other jurisdiction of
          (IRS Employer
Identification Number)incorporation or organization)  6302 Mesedge Drive Colorado Springs, CO 80919  (Address of
principal executive offices) (zip code) (719) 598-2469  (Registrant's
telephone number, including area code) None  (Former name,
former address and former fiscal year, if changedsince last report) Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [
X ] No [ ] Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
precedibng 12 months (or for such shorter period that the registrant was
required to submit and post such files). [
 ] Yes [X] No (Not required by smaller reporting
companies.) Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of "large accelerated filer,""accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one): Large accelerated filer [ ]
Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ]
(Do not check if a smallerreporting 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
DURINGTHE 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 May 15, 2009.       BONFIRE
PRODUCTIONS, INC. (A Development
Stage Company) FINANCIAL
STATEMENTS March  31,
2009 (Unaudited) BALANCE SHEET STATEMENTS OF
OPERATIONS STATEMENTS OF CASH
FLOWS STATEMENT OF STOCKHOLDERS'
EQUITY NOTES TO FINANCIAL
STATEMENTS     BONFIRE
PRODUCTIONS, INC.(A Development Stage Company)BALANCE SHEET  March
31,           June
30,                                                                                  2009
              2008                                                                                  ----
              ----                                                                              (Unaudited)
         (Audited)                                    ASSETS                                    ------  Current
assets      Cash
                                                                 $
           14
   $
           410      Prepaid
expenses
                                                                  31
                 31                                                                               ------------
       -------------      Total
current assets
                                                              45
                441  Other
assets Equipment,
net
                                                                 1,532
              1,852      Security
deposit
                                                                 200
                200                                                                               ------------
       -------------  Total
Assets
                                                             $
        1,777     $
        2,493                                                                               ============
       =============                      LIABILITIES
& STOCKHOLDERS'
EQUITY                      ----------------------------------Current
liabilities  Accounts payable and accrued liabilities
                                  $
       8,397      $
       6,312  Due to related
parties
                                                             1,900
              2,745  Loan
payable - related parties
                                                         -
             26,632                                                                               ------------
       ------------        Total
current liabilities
                                                   10,297
             35,689Total
Liabilities
                                                                   10,297
             35,689                                                                               ------------
       ------------Stockholders'
EquityCapital 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
              6,503Additional
paid in capital
                                                           42,047
             42,047Deficit
accumulated during the development stage
                               (
    57,070)       (
    81,746)                                                                               -------------
       ------------Total Stockholders'
Equity
                                                     (
     8,520)      (
    33,196)                                                                               -------------
       ------------Total Liabilities and
Stockholders' Equity
                                  $
        1,777     $
        2,493                                                                               =============
       ============  The accompanying notes are an
integral part of these financial statements   BONFIRE
PRODUCTIONS, INC.(A Development Stage Company)STATEMENTS OF
OPERATIONS(Unaudited)  Three
Months
                Nine
months       August 25,
2006                                                                      Ended
                       Ended
     (Inception)
through                                                                     March
31,
                   March
31,          March
31,                                                              2009
           2008
         2009
          2008
          2009                                                              ----
           ----
         ----
          ----
           ----Revenue
                                                  $
        -    $
         -   $
    7,500   $
       -
         $
 7,500                                                          -----------
   ------------   ----------
   -----------
  -------------Expenses:  Amortization
                                          $
       110   $
         25  $
      388   $
      51   $
          464  Audio
production
                                                 -
             -
            -
           -
           14,500  General
and Administrative
                                   1,861
         25,838
       19,223
     63,362
           85,261                                                         ------------
   ------------   -----------   -----------
  -------------                                                                1,971
         25,863
       19,611
     63,723
          100,225Loss
from operations
                                        (
  1,971)      (  25,863)
    ( 12,111)  (  63,723)
    (    92,725)Other income
(expense)  Interest expense
                                                -
            (241)
        (336)
      (729)
         (
1,468)  Gain on settlement of amounts due to related party
              -
               -
       37,123
          -
           37,123                                                         ------------
   -------------  -----------   -----------
  --------------Income (loss) before provision for income tax
               (
  1,971)      (  26,104)
      24,676   (  64,452)
    (     57,070)Provision for
income
tax                                                                   -
               -
            -
          -
               -                                                         ------------
   ------------   ------------  ----------
   --------------Net income (loss)
                                       $
  (   1,971)  $   (  26,104)  $
   24,676 $   ( 64,452)  $ (
    57,070)                                                         ============
   =============  ============  ===========
  ==============Net income (loss) per share
                             $
 (    0.000)  $   (    0.01)
 $      0.01     (
  0.01)                                                         ============
   =============  ============  ===========Weighted
average number of common shares outstanding
        6,503,332
      6,503,332
     6,503,332
  5,258,969                                                         ============
   =============  ============  =========== The accompanying notes are an
integral part of these financial statements   BONFIRE
PRODUCTIONS, INC.(A Development Stage Company)STATEMENTS OF
CASH FLOWS(Unaudited)  August
25,
2006                                                                           Nine
Months Ended
                (Inception)
through                                                                               March
31,
                         March
31,                                                                    2009
                     2008
                  2009                                                                   -----
                     ----
                  ----Operating
Activities:Net income (loss)
                                         $
          24,676
        $ (
        64,452)   $ (
       57,070)Adjustment to reconcile net
income to netcash provided by (used for) operating
activities:   Amortization
                                                          278
                        51
                 354   Prepaid
expenses
                                                        -
          (
            31)
    (
           31)   Security
deposit
                                                        -
          (
           200)
    (
          200)   Accounts
payable and accrued  liabilities
                           2,094
                     3,302
               8,439   Accounts
payable related parties
                                    2,310
                       759
               5,056   Gain
on settlement of amounts due to related party
        (
       37,123)
                        -
     (
       37,123)                                                               ---------------
           --------------
       --------------         Net
cash provided by (used
for)         operating
 activities
                               (
        7,765)
          (
       60,841)     (
       80,575)                                                               ---------------
           --------------
        -------------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
                       729
              33,968  Proceeds
from issuance of common stock
                                   -
                    45,050
              48,550                                                               ---------------
            --------------
       -------------         Net
cash provided by (used
for)          financing
activities
                                         7,336
                    45,779
              80,589                                                               ---------------
            --------------
       -------------Net Increase
(Decrease) In Cash
                                                          (
       16,991)
                 14Cash
At The Beginning Of The Period
                           (
          429)
                   16,523
                   -                                                               ---------------
            --------------
       -------------Cash (Bank
Indebtedness) At The EndOf The Period
                                              $
              14
        $  (
          468)
   $
            14                                                               ===============
            ==============
       ==============Schedule Of Non-Cash
Investing And Financing
Activities-------------------------------------------------------NoneSupplemental
Disclosure----------------------- Cash paid
for:      Interest
                                            $
              -
         $
              -
    $
              -                                                               ==============
            ================
     =============      Income
Taxes
                                        $
              -
         $
              -
    $
              -                                                               ==============
            ================
     =============  The accompanying notes are an
integral part of these financial statements    Deficit                                                                                               Accumulated                                                                                               During
the                                                          Common
Shares         Paid In
       Development                                                          -------------                                                       Number
    Par Value     Capital
       Stage
          Total                                                       ------
    ---------     -------
       -----
          -----Balances,
August 25, 2006
                                    -
  $        -  $
       -   $
           -  $
           -Issued
for cash:Common stock December, 2006 - at $0.001
              3,500,000
       3,500
          -
               -
          3,500Net 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
               -
        45,050Net 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)                                                    ----------
  ----------   -----------    ------------
    ------------ Net
gain (loss) for the period ended March 31, 2009
         -
           -
           -
     (     1,971)
   (
    1,971)                                                    ----------
  ----------   -----------    ------------
    ------------Balances, March 31, 2009
                             6,503,332
  $    6,503  $    42,047
  $ (    57,070)  $ (
    8,520)                                                    ==========
  ==========   ===========    ============
    ============  The accompanying notes are an
integral part of these financial statements   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 $10,252,
and has accumulated deficit of $57,070 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 nine months
ended March 31, 2009 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:   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.         Bonfire Productions,
Inc.(A Development Stage Company)Notes to Financial
StatementsMarch 31, 2009(Unaudited) - 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 March 31, 2009. 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.   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 April 2009, the FASB issued FSP No.
FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly (FSP FAS 157-4).  FSP FAS 157-4 provides
guidance on estimating fair value when market activity has decreased and on
identifying transactions that are not orderly.  Additionally, entities
are required to disclose in interim and annual periods the inputs and valuation
techniques used to measure fair value.  This FSP is effective for
interim and annual periods ending after June 15, 2009.  The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.   Bonfire Productions,
Inc.(A Development Stage Company)Notes to Financial
StatementsMarch 31, 2009(Unaudited) - Page 3 Note 2 Summary of Significant
Accounting Policies -  Recent Accounting Pronouncements (cont'd) In October 2008, the FASB issued FSP No.
FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for
That Asset is Not Active, (FSP FAS 157-3), which clarifies application of
SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective
upon issuance, including prior periods for which financial statements have not
been issued.  The adoption of FSP FAS 157-3 had no impact on the
Companys results of operations, financial condition or cash flows.  In December 2008, the FASB issued FSP No.
FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest
Entities.  This disclosure-only FSP improves the transparency of
transfers of financial assets and an enterprises involvement with variable
interest entities, including qualifying special-purpose
entities.  This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged.  The Company adopted this FSP effective January 1,
2009.  The adoption of the FSP had no impact on the Companys
results of operations, financial condition or cash flows.  In December 2008, the FASB issued FSP No.
FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets
(FSP FAS 132(R)-1).  FSP FAS 132(R)-1 requires additional fair value
disclosures about employers pension and postretirement benefit plan assets
consistent with guidance contained in SFAS 157.  Specifically,
employers will be required to disclose information about how investment
allocation decisions are made, the fair value of each major category of plan
assets and information about the inputs and valuation techniques used to develop
the fair value measurements of plan assets. This FSP is effective for fiscal
years ending after December 15, 2009.  The Company does not
expect the adoption of FSP FAS 132(R)-1 will have a material impact on its
financial condition or results of operation.  In September 2008, the FASB issued exposure
drafts that eliminate qualifying special purpose entities from the guidance of
SFAS No. 140, Accounting for Transfers and Servicing of Financial  Assets
and  Extinguishments of Liabilities, and  FASB  Interpretation
46 (revised December 2003), Consolidation of  Variable  Interest
Entities - an interpretation of ARB  No. 51, as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Companys financial statements.  The changes would be effective March
1, 2010, on a prospective basis. 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 March 31, 2009, 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 nine months ended March
31, 2009 consulting services of $Nil (June 30, 2008 - $2,066) were charged to
operations. b) As of March 31, 2009, the
Company owed $1,900 to directors of the Company for cash advances provided to
the Company.  The loan is payable on demand. c) 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 d) 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. e) 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. f) 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.   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. 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 nine-month period ended March
31, 2009, and the factors that could affect our future financial condition. This
discussion and analysis should be read in conjunction with our unaudited
financial statements and the notes thereto included elsewhere in this quarterly
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.  Financial
Data
Summary                                  Nine
Months
                   Nine
Months                                     Ended
                        Ended                                    March
31,
                    March
31,                                     2009
                           2008                                     -----
                         -----Revenue
                    $
            7,500
         $
                  -Operating
Expenses          $
           19,611
         $
             63,723                           ---------------------------------------------------Net
Income (Loss)           $
           24,676
         $
            (64,452)                           ===================================================Revenue  Our gross revenue for the nine-month period ended March
31, 2009, 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 totaling $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 $24,676
net income for the period ended March 31, 2009. Operating Costs and
Expenses The major components of our
expenses for the nine-month period ended March 31, 2009, and 2008, are outlined
in the table below:  Nine
Months
               Nine
Months                                        Ended
                     Ended                                       March
31,
                 March
31,                                         2009
                     2008                                         ----
                     ----Amortization
                   $
               388
      $
                51General
and administrative
                   19,223
                    63,362                               -----------------------------------------------                               $
            19,611
      $
            63,723                               ===============================================Operating
Expenses  The decrease in operating
expenses was mainly due to the decrease of $34,139 in general and administrative
expenses. These decreases were offset by the increase in amortization expense of
$337. Liquidity and Capital
Resources  Working
Capital                                               Nine
Months                                                  Ended
          Year
Ended                                                 March
31,          June
30,                                                  2009
              2008Current
Assets
                   $
                     45
   $        441Current
Liabilities
                                (10,297)
       (35,689)Working Capital Deficiency
       $
                (10,252)
  $    (35,248)      Cash
Flows  Nine
Months        Nine
Months                                                  Ended
              Ended                                                 March
31,           March
31,                                                   2009
               2008Cash
provided by (used for) Operating Activities  $  (7,765)
   $  (60,841)Cash provided by Investing Activities
                   -
         (1,929)Cash provided
by Financing Activities
                7,336
        45,779---------------------------------------------------------------------------Net
Increase in Cash
                             $
    429     $
  16,991===========================================================================   We had cash of $14, prepaid
expenses of $31 and accounts payable and accrued liabilities of $8,397 and
amounts payable to related party of $1900 for a working capital deficiency of
$10,252 as of March 31, 2009.   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 $14 as of
March 31, 2009, has decreased by $429 during the nine months ended March 31,
2009 compared to the cash balance of $410 as of June 30, 2008, primarily due to
the General and Administrative expenses. 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 March 31,2008. Cash from Financing
Activities To March 31, 2009, 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 March 31, 2009, our company has accumulated losses of $57,070
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.   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 totaling $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. 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 March 31, 2009 is
$57,070. 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: 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; ando 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. 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.  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial statements. Our
management, including our Chief Executive Officer and Acting Chief Financial
Officer (one individual) assessed the effectiveness of our internal control over
financial reporting as of March 31, 2009. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal ControlIntegrated
FrameworkBased on our assessment we believe that, as of March 31,
2009, our internal control over financial reporting was not effective based on
those criteria. The determination of ineffective internal control is based upon
the lack of separation of duties. Our entire management is comprised of one
individual. It is impossible to create a system of checks and balances with
oversight in this circumstance. It is managements intention to bring additional
people into the management team. Once there are more members of management,
responsibilities can be divided and oversight roles created. This annual report
does not include an attestation report of the Companys registered accounting
firm regarding internal control over financial reporting. Managements report
was not subject to attestation by the Companys registered public accounting
firm pursuant to temporary rules of the SEC.     Disclosure
Controls and Procedures Our
management, with the participation of our chief executive officer and acting
chief financial officer (one individual), has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)) as of March 31,
2009. Based on this evaluation, our chief executive officer and acting chief
financial officer have concluded that, as of March 31, 2009, our disclosure
controls and procedures were not effective. Our conclusion was based on (1) our
lack of systematic accounting and disclosure procedures, (2) the lack of
development of our IT systems, (3) the lack of hiring and development of new
personnel and (4) the number of adjustments identified by our independent
auditors during the course of their review. We attribute all of the identified
weaknesses to the formative stage of our organizational development. We
currently lack the personnel resources to ensure that our disclosure controls
and procedures are adequate. We intend to address the procedural and control
issues by adding more formalized accounting procedures.   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.  Subsequent Events  On April 7, 2009 the Company Filed and 8K with the
Securities and Exchange Commission as follows:  Item 5.01 Change in Control of
Registrant.  On April 7, 2009, funds
were disbursed from escrow for the purchase of approximately 54% control of the
Company. Three million five hundred thousand (3,500,000) shares were purchased
for total consideration of twenty five thousand dollars ($25,000). The shares
were purchased pursuant to an Affiliate Stock Purchase Agreement by Tim C.
DeHerrera (1,166,667 shares), P. James Voloshin (1,166,667 shares) and Richard
A. Luthman (1,166,666 shares). Control was assumed from Alexander Kulyashov
pursuant to the Agreement.  As part of the purchase
of control, Tim C. DeHerrera consented to act as President, Secretary and
Director, P. James Voloshin consented to act as Treasurer and Director, and
Richard Luthmann consented to act as Executive Vice President, Chief Legal
Officer and Director of the Company.   ITEM
6. EXHIBITS  ExhibitNumber
     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/
Tim DeHerrera-----------------------------   Tim
DeHerrera   President, Chief
Executive   Officer, and
Director   Dated: May 15, 2009/s/ Richard
Luthmann---------------------------  Richard
Luthmann  Chief Legal Officer,
principal
accounting  officer and Director  Dated: May
15, 2009