As filed with the Securities and Exchange Commission on January 27, 2012

Registration No. 333-168713

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BUREAU OF FUGITIVE RECOVERY, INC.

(Exact name of registrant as specified in its charter)

132 W. 11th Avenue

Denver, Colorado 80204

(720) 266-6996

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Jay Kelman

Chief Executive Officer

BUREAU OF FUGITIVE RECOVERY, INC.

132 W. 11th Avenue

Denver, Colorado 80204

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jody M. Walker

J.M. Walker & Associates

Attorneys At Law

7841 South Garfield Way

Centennial, CO 80122

Tel: (303) 850-7637

As soon as practicable after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company:

CALCULATION OF REGISTRATION FEE

*

Previously paid.

(1)

Estimated solely for purposes of calculating the registration fee in

accordance with Rule 457(o) under the Securities Act of 1933.

(2)

Represents the number of shares of Common Stock issued to the Selling

Stockholders pursuant to our March 2007 private placement.

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Explanatory Note

The registrant has prepared this Post-Effective Amendment No. 1 to the Registration State on Form S-1 declared effective on November 23, 2010 by the Securities and Exchange Commission for the purpose of updating the management and the financial statements sections of the prospectus that forms a part of the Registration Statement.  This registration statement relates to 2,350,000 common shares being offering by selling shareholders.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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Subject to Completion, dated January 27, 2012

PROSPECTUS

BUREAU OF FUGITIVE RECOVERY, INC.

2,350,000 Shares of Common Stock

This Prospectus relates to the offer and sale of up to 2,350,000 shares of our Common Stock (“Common Stock”) held by Selling Stockholders listed beginning on Page 10 of this Prospectus (the “Selling Stockholders”), (the “Offering”).  See “SELLING STOCKHOLDERS.”  This is the Company’s initial public offering.  Prior to this offering, the Company was not a reporting company.

The Selling Stockholders may sell their shares of our Common Stock from time to time at the initial price of $0.03 per share until our common shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  See “DETERMINATION OF OFFERING PRICE,” “SELLING STOCKHOLDERS” and “PLAN OF DISTRIBUTION.”

We will pay the expenses of registering these shares.  We will not receive any proceeds from the sale of shares of Common Stock in this Offering.  All of the net proceeds from the sale of our Common Stock will go to the Selling Stockholders.

Our Common Stock was approved for trading on the OTCBB on December 8, 2010 under the symbol “BRFG.”  Trading volume in our Common Stock is very limited. As a result, the trading price of our Common Stock is expected to be subject to significant fluctuations. There is no assurance that an active market will develop in the future or, if developed, that it will continue.  In the absence of an active public trading market, an investor may be unable to liquidate his investment in our Company.

Investing in our Common Stock involves a high degree of risk. You should invest in our Common Stock only if you can afford to lose your entire investment.

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SEE “RISK FACTORS” BEGINNING ON PAGE 5.

The information in this Prospectus is not complete and may be changed.  This Prospectus is included in the registration statement that was filed by Bureau of Fugitive Recovery, Inc. with the Securities and Exchange Commission.  The Selling Stockholders may not sell these Shares until the registration statement becomes effective. This Prospectus is not an offer to sell these Shares and is not soliciting an offer to buy these Shares in any State where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is January 27, 2012

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TABLE OF CONTENTS

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PROSPECTUS SUMMARY

This summary provides an overview of certain information contained elsewhere in this Prospectus and does not contain all of the information that you should consider or that may be important to you.  Before making an investment decision, you should read the entire Prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to the financial statements.  In this Prospectus, the terms “BFR,” “the “Company,” “we,” “us” and “our” refer to Bureau of Fugitive Recovery, Inc., unless otherwise specified herein.

Overview

Bureau of Fugitive Recovery, Inc. (“BFR” “we,” “our” or the “Company”) was incorporated on April 26, 1995, in the State of Colorado under the name Colorado Security Patrol Inc.  On March 12, 2007 we filed an amendment to our Articles of Incorporation changing our name to “Bureau of Fugitive Recovery, Inc.”

Our initial business was to provide a variety of security services on both a residential and commercial basis.  In March 2007 we expanded our operations to include tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bond revoked, creating a liability for the person or entity that had posted the bail bond.  We recognized that we were able to avoid the significant competition that we were experiencing in the security services business, as we believed that there was no major companies engaged in the apprehension of offenders as there existed in the security services industry.  As of the date of this Prospectus, we emphasize tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bond revoked in the State of Colorado as our principal business.  We are currently considering expanding our operation into other states via acquisition.  See “DESCRIPTION OF BUSINESS – Growth by Acquisitions,” below.  Most of our current clients are bail bonding companies.

In March 2007 we engaged in a private offering of our Common Stock.  We sold 235 shares of our Common Stock to thirty-nine investors at a price of $30 per share and received aggregate net proceeds of $7,050.  Subscriptions were accepted from seven (7) “accredited” investors, as that term is defined under the Securities Act of 1933, as amended (the “33 Act” or the “Securities Act”).  We relied upon the exemption from registration provided by Regulation D promulgated under the 33 Act to issue these Shares.  See “DESCRIPTION OF SECURITIES.”   Thereafter, in February 2010 we undertook a forward split of our issued and outstanding shares of Common Stock whereby 10,000 shares were issued in exchange for every one share then issued and outstanding.  All references in this Prospectus to our issued and outstanding Common Stock are presented on a post-forward split basis.

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We incurred net losses of($1,106) during the nine months ending September 30, 2011, and ($4,599) during the year ending December 31, 2010.  During our fiscal year ended December 31, 2010, we generated net income of $15,509. We have had minimal revenues since our inception, including $15,509 during our fiscal year ended December 31, 2010 and $4,244 during our fiscal year ended December 31, 2009.  Based upon our current business plan, we expect to continue to incur losses at least until the end of 2012 and there can be no assurances that we will ever establish profitable operations.  See “RISK FACTORS.”

Our executive offices are located at 132 W. 11th Avenue, Denver, Colorado 80204, telephone (720) 266-6996.

About The Offering

(1)

Because we are not selling any of our Common Stock as part of this Offering, the number of issued and outstanding shares of our Common Stock will remain the same following this offering.

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Selected Financial Data

The following selected financial data should be read in conjunction with our financial statements and the related notes to those statements included in “FINANCIAL STATEMENTS” and with “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” appearing elsewhere in this Prospectus.  The selected financial data has been derived from our audited and unaudited, reviewed financial statements.

Statement of Operations:

Balance Sheet:

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made some statements in this Prospectus, including some under “RISK FACTORS,” “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” “DESCRIPTION OF BUSINESS” and elsewhere, which constitute forward-looking statements.  These statements may discuss our future expectations or contain projections of our results of operations or financial condition or expected benefits to us resulting from acquisitions or transactions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.  These factors include, among other things, those listed under “RISK FACTORS” and elsewhere in this Prospectus.  In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.  Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

RISK FACTORS

An investment in our Common Stock is a risky investment.  In addition to the other information contained in this Prospectus, prospective investors should carefully consider the following risk factors before purchasing shares of our Common Stock offered hereby. We believe that we have included all material risks.

Risks Related to our Operations

Our independent accountants have expressed a "going concern" opinion.

Our financial statements accompanying this Prospectus have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The financial statements do not include any adjustment that might result from the outcome of this uncertainty.  We have a minimal operating history and minimal revenues or earnings from operations.  We have no significant assets or financial resources.  We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of acquisitions of similar companies.  See “BUSINESS – Growth by Acquisitions.”  This may result in our incurring a net operating loss which will increase continuously until we can consummate an acquisition.  There is no assurance that we can identify such a business opportunity and consummate such an acquisition.

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Changes in legislation in jurisdictions where we operate or intend to operation in the future may have an adverse affect on our financial condition and results of operations.

There is always the possibility that our targeted market states could enact laws repealing long existing surety bond statutes, resulting in the release from custody of those accused of having committed offenses against the laws of those jurisdictions pending resolution.  It is, however, cost effective for these jurisdictions to maintain the status quo with respect to pre-trial release on bond as they lack the holding facility space or personnel to oversee pre-trial incarcerees.  If said laws are repealed there would be no financial incentive for us to effectuate the apprehensive of a fugitive.  To our best knowledge there are no statutes or other laws currently being contemplated but the adoption of such laws would have a significant negative impact on our financial condition and results of operations as apprehension of fugitives on bond is our primary source of income, and projected to remain so in those states where we operate or expansion is contemplated.  See “DESCRIPTION OF BUSINESS.”

Our management may have conflicts of interest.

Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our Company.

Our success depends, to an extent, upon the continued services of Jay Kelman, our President and Chief Executive Officer.

We rely on the services of Jay Kelman for strategic and operational management and the relationships he has built.  Some of our competitors’ management has more experience than Mr. Kelman and our other members of management in our industry.  This may place us at a competitive disadvantage because we will greatly rely on these relationships in the conduct of our operations and the execution of our business strategies.  The loss of Mr. Kelman could also result in the loss of our favorable relationships with one or more of our customers.  We have not entered into an employment agreement with Mr. Kelman.  In addition, we do not maintain “key person” life insurance covering any of our management and we do not expect to obtain the same in the future due primarily to the cost of premiums for such insurance and our limited financial resources.  This could also preclude our ability to attract and retain qualified persons to agree to become directors of our Company.

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Provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders.

Provisions of our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

In addition, our Articles of Incorporation authorizes the issuance of up to 25,000,000 shares of Preferred Stock with such rights and preferences determined from time to time by our Board of Directors.  As of the date of this Prospectus, none of our Preferred Stock is currently issued or outstanding. Our Board of Directors may, without stockholder approval, issue additional Preferred Stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock.

Risks Related to our Common Stock

There is only a limited trading market for our securities and there can be no assurance that an active market will develop in the future.

Our Common Stock was approved for trading on the OTCBB on December 8, 2010 under the symbol “BRFG.”    Trading volume in our Common Stock is very limited. As a result, the trading price of our Common Stock is expected to be subject to significant fluctuations. There is no assurance that an active market will develop in the future or, if developed, that it will continue.  In the absence of a public trading market, an investor may be unable to liquidate his investment in our Company.

We do not have significant financial reporting experience, which may lead to delays in filing required reports with the Securities and Exchange Commission and suspension of quotation of our securities on the OTCBB or a national exchange if and when we are approved for trading, which will make it more difficult for you to sell your securities.

The OTCBB, an inter-dealer quotation system, and other national stock exchanges each limits quotations to securities of issuers that are current in their reports filed with the Securities and Exchange Commission.  Because we do not have significant financial reporting experience, we may experience delays in filing required reports with the Securities and Exchange Commission (the “SEC”).  Because issuers whose securities are qualified for quotation on the OTCBB or any other national exchange are required to file these reports with the SEC in a timely manner, the failure to do so may result in a suspension of trading or delisting.

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There are no automated systems for negotiating trades on the OTCBB and it is possible for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities.

Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when investors place market orders, an order to buy or sell a specific number of shares at the current market price, it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.

Our stock will be considered a “penny stock” so long as it trades below $5.00 per share. This can adversely affect its liquidity.

Our Common Stock was approved for trading on the OTCBB on December 8, 2010 under the symbol “BRFG.”  Our Common Stock is considered a “penny stock” and will continue to be considered a penny stock so long as it trades below $5.00 per share and as such, trading in our Common Stock will be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934.  Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements.  The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.  In addition, few broker or dealers are likely to undertake these compliance activities. Other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

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We do not anticipate payment of dividends, and investors will be wholly dependent upon the market for the Common Stock to realize economic benefit from their investment.

As holders of our Common Stock, you will only be entitled to receive those dividends that are declared by our Board of Directors out of retained earnings.  We do not expect to have retained earnings available for declaration of dividends in the foreseeable future.  There is no assurance that such retained earnings will ever materialize to permit payment of dividends to you.  Our Board of Directors will determine future dividend policy based upon our results of operations, financial condition, capital requirements, reserve needs and other circumstances.

Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate.

Sales of substantial amounts of our Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for our Common Stock, if and when such market develops in the future.

The market price of our Common Stock may fluctuate significantly in the future.

Our market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

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The price at which you purchase shares of our Common Stock may not be indicative of the price that will prevail in the trading market.  You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment.  In the past, securities class action litigation has often been brought against a company following periods of stock price volatility.  We may be the target of similar litigation in the future.  Securities litigation could result in substantial costs and divert management’s attention and our resources away from our business.  Any of the risks described above could adversely affect our sales and profitability and also the price of our Common Stock.

Risks Related to our Company

Our management and principal shareholders have the ability to significantly influence or control matters requiring a shareholder vote and other shareholders may not have the ability to influence corporate transactions.

Currently, our three principal shareholders own in excess of a majority of our outstanding Common Stock.  As a result, they have the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions.

Risks Relating To This Offering

There is no public market for the securities and even if a market is created, the market price of our Common Stock will be subject to volatility.

Prior to this Offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this Offering, or, if developed, be sustained.  Our Common Stock was approved for trading on the OTCBB on December 8, 2010 under the symbol “BRFG.”  If we do not take all action necessary to allow such market to continue quotation on the OTC Bulletin Board or a public trading market does not develop, purchasers of our Common Stock may have difficulty selling their securities should they desire to do so and holders may lose their entire investment.

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FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock.  As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell shares of our Common Stock.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus.

If you purchase shares of our Common Stock sold in this Offering, you may not be able to resell the shares in any state unless and until the shares of our Common Stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state.  There can be no assurance that we will be successful in registering or qualifying our Common Stock for secondary trading, or identifying an available exemption for secondary trading in our Common Stock in every state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our Common Stock in any particular state, our Common Stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Common Stock, the market for our Common Stock will be limited which could drive down the market price of our Common Stock and reduce the liquidity of the shares of our Common Stock and a stockholder’s ability to resell shares of our Common Stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

We cannot predict whether we will successfully effectuate our current business plan.  Each prospective purchaser is encouraged to carefully analyze the risks and merits of an investment in our Common Stock and should take into consideration when making such analysis, among others, the Risk Factors discussed above.

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USE OF PROCEEDS

We will receive none of the proceeds from the sale of the Common Stock issued and held by our Selling Stockholders in this Offering.

DETERMINATION OF THE OFFERING PRICE

There is only a limited public market for our Common Stock.  The price of the Common Stock was arbitrarily determined by us at $.03 per share.  We believe that this price reflects the appropriate price that a potential investor would be willing to invest in our Common Stock at this initial stage of our development.  The price was arbitrarily determined and bears no relationship whatsoever to our business plan, the price paid for our shares by our founders, our assets, earnings, book value or any other criteria of value.  The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock was approved for trading on the OTCBB on December 8, 2010 under the symbol “BRFG.”    Trading volume in our Common Stock is very limited. As a result, the trading price of our Common Stock is expected to be subject to significant fluctuations. There is no assurance that an active market will develop in the future or, if developed, that it will continue.  In the absence of an active public trading market, an investor may be unable to liquidate his investment in our Company.  See “RISK FACTORS.”

Holders

As of the date of this Prospectus, we had 47 holders of record for our Common Shares. See “DESCRIPTION OF SECURITIES.”

We are registering the 2,350,000 shares of Common Stock held by 39 holders of our Shares in our registration statement of which this Prospectus is a part.

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Dividend Policy

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

SELLING STOCKHOLDERS

The Selling Stockholders named in this Prospectus are offering the 2,350,000 shares of Common Stock offered through this Prospectus.  The Selling Stockholders are all U.S. persons who acquired the 2,350,000 shares of Common Stock offered through this Prospectus from us in either our private placement transaction pursuant to Regulation D promulgated under the 33 Act, or as a result of authorized issuance by our Board of Directors..

The following table provides as of the date of this Prospectus, information regarding the beneficial ownership of our Common Stock held by each of the Selling Stockholders and the percentage owned by each Selling Stockholder.  Assuming all of the shares registered below are sold by the Selling Stockholders, none of the Selling Stockholders will own one percent or more or our Common Stock.

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(1)

The named party beneficially owns such shares.  The numbers in this table assume that none of the Selling Stockholders sells shares of Common Stock not being offering in this Prospectus or purchases additional shares of Common Stock.

None of the Selling Stockholders has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years.

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PLAN OF DISTRIBUTION

The Selling Stockholders registering Common Stock and any of his/her pledges, assignees, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions.  The Selling Stockholders may offer shares in transactions at fixed or negotiated prices.  As of the date of this Prospectus, an application has been filed on our behalf by a market maker to list our Common Stock for trading on the OTCBB,, but we cannot assure when or whether this application will be approved or that, if approved, quotations of our Common Stock will commence on any trading facility or will result in the development of a viable trading market for our shares sufficient to provide stockholders with the opportunity for liquidity.  See “RISK FACTORS.”  Sales may be at fixed or negotiated prices.  A selling security holder may use any one or more of the following methods when selling shares:

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Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales in amounts to be negotiated, but in the case of an agency transaction not in excess of a customary brokerage commission, and in the case of a principal transaction a markup or markdown not in excessive amounts.  The Selling Stockholder is an underwriter, within the meaning of Section 2(11) of the Securities Act.  Any broker-dealers or agents that participate in the sale of the Common Stock or interests therein may also be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act.  Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The Selling Stockholder, who is an “underwriter” within the meaning of Section 2(11) of the Securities Act, is subject to the Prospectus delivery requirements of the Securities Act.

We are bearing all costs relating to the registration of the Common Stock, which are estimated at $42,000.  The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with the exercise and purchase of the Common Stock and any sale of the Common Stock.  We are paying the expenses of the Offering because we seek to enable our Common Stock to be traded on the OTC Bulletin Board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our Common Stock if our Common Stock is approved for trading on the OTC Bulletin Board.  We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages, and liabilities, including liabilities under the 33 Act.

We agreed to keep this Prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration by reason of Rule 144 under the Securities Act or any other rule of similar effect, or (ii) all of the shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect.  The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale shares may not simultaneously engage in market-making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the selling stockholders or any other person.  We will make copies of this Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Some of the information in this Prospectus contains forward-looking statements that involve substantial risks and uncertainties.  You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations.  However, there may be events in the future that we are not able to accurately predict or over which we have no control.  Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “RISK FACTORS” and “DESCRIPTION OF BUSINESS” and elsewhere in this Prospectus.  See “RISK FACTORS.”

he following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

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Overview and History

Bureau of Fugitive Recovery, Inc., (“BFR,” “we,” “our” or the “Company”) was incorporated on April 26, 1995, in the State of Colorado under the name Colorado Security Patrol Inc.  On March 12, 2007 we filed an amendment to our Articles of Incorporation changing our name to “Bureau of Fugitive Recovery, Inc.”

Our initial business was to provide a variety of security services on both a residential and commercial basis.  In March 2007, we expanded our operations to include tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bond revoked, creating a liability for the person or entity that had posted the bail bond.  We recognized that we were able to avoid the significant competition that we were experiencing in the security services business, as we believed that there was no major companies engaged in the apprehension of offenders as there existed in the security services industry.  As of the date of this Report, we emphasize tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bond revoked in the State of Colorado as our principal business.  We are currently considering expanding our operation into other states via acquisition.  Most of our current clients are bail bonding companies.

Our registration statement filed with the SEC became effective during 2010 and as a result we have become obligated to file reports under the Securities Exchange Act of 1934, as amended.  This is expected to increase our cost of operation, including increased professional fees.  We have elected to become a public company and list our Common Stock for trading on the OTCBB due to our management’s belief that by doing so  we will be in a better position to effectuate the acquisition of other similar companies.  We intend to issue shares of our Common Stock as consideration for these acquisitions because we do not currently have sufficient capital to effectuate this aspect of our business plan.  In addition, management also believes that as a public company we may have greater access to raising additional capital, either debt or equity, to utilize for these prospective acquisitions.  As of the date of this report we have engaged in various discussions and negotiations with prospective acquisition candidates and have entered into two letters of intent to acquire the same.  We are continuing our due diligence on these two companies as of the date of this report. There can be no assurances that we will be successful in reaching any agreement with any third party engaged in a similar business to ours that will be amenable to being acquired.

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Our executive offices are located at 132 W. 11th Avenue, Denver, Colorado 80204.  We have never been subject to any bankruptcy proceeding.

Results Of Operations

Comparison of Results of Operations for the nine months ended September 30, 2011 and 2010

During the nine month period ended September 30, 2011, we generated $42,850 in revenues, compared to $10,759 during the nine month period ended September 30, 2010, an increase of $32,091.  This increase was due to increased paralegal services relating to bond exonerations and remissions.  Cost of revenues during the nine month period ended September 30, 2011 was $9,425, compared to $5,082 during the nine month period ended September 30, 2010, an increase of $4,343, primarily as a result of increased revenues.

Our general and administrative expenses during the nine month period ending September 30, 2011 were $33,631, compared to $8,788 incurred during the nine month period ending September 30, 2010, an increase of $24,843. This increase arose as a result of increased bounty fees of $9,425, increased legal and accounting fees of $18,325 arising from our obligation to file periodic reports with the SEC and transfer agent fees of $7,750.  We also incurred increased interest expense of $900 during the nine month periods ended September 30, 2011 and 2010.

As a result, we incurred a net loss of ($1,106) during the nine month period ended September 30, 2010 (less than $0.01 per share) compared to a net loss of ($4,011) for the nine month period ended September 30, 2010 (less than $0.01 per share).

During our three month period ended September 30, 2011, we generated $7,750 in revenues compared to $2,334 during the three months ended September 30, 2011, an increase of $5,416.  This increase in revenues was attributable to our expanding of business services to include paralegal preparation and counseling to sureties when dealing with Notices of Bail Forfeitures, exonerations of same and remissions of paid surety bonds where applicable.  Cost of revenues during the three month period ended September 30, 2011 was $5,000, compared to $1,225 during the three month period ended September 30, 2011, an increase of $3,775, which management attributes to increased revenues, as well as better allocation of independent contractor services and software utilized for defendant location searches.

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Our general and administrative expense during the three month period ended September 30, 2011 was $5,260, compared to $838 in the three month period ended September 30, 2011, an increase of $4M422.  This increase was primarily attributable to increased professional fees, including legal and accounting expense relating to our status as a reporting company, as well as specialized software.   We also incurred interest expense of $300 during the three month periods ended September 30, 2011 and 2010.

As a result, we incurred a net loss of ($2,810) during the three month period ended September 30, 2011 (less than $0.01 per share), compared to a net loss of ($29) during the three month period ended September 30, 2011 (less than $0.01 per share).

 Comparison of Results of Operations for the fiscal years ended December 31, 2010 and 2009

During our fiscal year ended December 31, 2010, we generated $15,509 in revenues compared to $4,244 during our fiscal year ended December 31, 2009, an increase of $11,265.  This increase in revenues was attributable to our expanding of business services to include paralegal preparation and counseling to sureties when dealing with Notices of Bail Forfeitures, exonerations of same and remissions of paid surety bonds where applicable.  Cost of revenues during our fiscal year ended December 31, 2010 was $8,382, compared to $3,079 for our fiscal year ended December 31, 2009, an increase of $5,303, which management attributes to the acquisition of computer programs implemented for more effective management of time resources of contracted individuals providing bail enforcement services.

Our general and administrative expense during our fiscal year ended December 31, 2010 was $10,526, compared to $37,792 during our fiscal year ended December 31, 2009, a decrease of $27,266.  This decrease was primarily attributable to professional fees we incurred in 2009 relating to the filing of our registration statement with the SEC.   We also incurred increased interest expense of $810 during our fiscal year ended December 31, 2010.

As a result, we generated a net loss of ($4,599) during our fiscal year ended December 31, 2010 (approximately $0.00 per share), compared to a net loss of ($37,017) during our fiscal year ended December 31, 2009 (approximately $0.01 per share).

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Liquidity and Capital Resources

As of September 30, 2011, we had cash or cash equivalents of $1,283.

Net cash used in operating activities was $206 during the nine month period ended September 30, 2011, compared to $3,111 during the nine month period ended September 30, 2011.  We anticipate that overhead costs in current operations will increase in the future as a result of our anticipated increased marketing activities.

Cash flows provided or used in investing activities were $0 during the nine month periods ended September 30, 2011 and 2010.  Cash flows provided or used by financing activities were $0 during the nine month periods ended September 30, 2011 and 2010.

At September 30, 2011 we had a note payable outstanding in the principal amount of $15,000, bearing interest at 8% per annum, unsecured, convertible into Common Stock at an unspecified price, with principal and interest due in September 2012.

Our financial statements accompanying this report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The financial statements do not include any adjustment that might result from the outcome of this uncertainty.  We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of acquisitions of similar companies.  This may result in our incurring a net operating loss which will increase continuously until we can consummate an acquisition.  There is no assurance that we can identify such a business opportunity and consummate such an acquisition.

We believe that we currently have sufficient funds available for us to continue to operate our business for the next 12 months.  However, we estimate that we will require approximately $25,000 in additional debt or equity capital to effectuate the acquisitions of symmetrical companies, as well as to meet our reporting requirements under the Securities Exchange Act of 1934, as amended.  In the event we are unable to generate sufficient capital from our operations to implement our proposed expanded business plan it is anticipated that members of our management will issue loans to us on favorable terms to allow us to meet these obligations.

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In addition, we believe we will be able to raise additional equity capital in a sufficient amount as to allow us to meet our obligations. The inability to obtain sufficient funds from external sources when needed will have a material adverse affect on our results of operations and financial condition.

As of December 31, 2010, we had cash or cash equivalents of $1,489.

Net cash used in operating activities was ($3,399) during our fiscal year ended December 31, 2010, compared to ($13,977) during our fiscal year ended December 31, 2009.  We anticipate that overhead costs in current operations will increase in the future as a result of our anticipated increased marketing activities.

Cash flows provided or used in investing activities were $0 during our fiscal years ended December 31, 2010 and 2009.  Cash flows provided or used by financing activities were $0 during our fiscal year ended December 31, 2010, compared to $15,000 during our fiscal year ended December 31, 2009.

At December 31, 2010 we had a note payable outstanding in the principal amount of $15,000, bearing interest at 8% per annum, unsecured, convertible into Common Stock at an unspecified price, with principal and interest due in September 2011.  This loan was extended for an additional one year period at the original terms.  Interest expense on the note for the year ended December 31, 2010 and 2009 was $1,590 and $390, respectively.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the nine month period ended September 30, 2011.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

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On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Off-Balance Sheet Arrangements

We have not entered into any 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 and would be considered material to investors.

DESCRIPTION OF BUSINESS

Overview

We were incorporated on April 26, 1995, in the State of Colorado under the name Colorado Security Patrol Inc.  On March 12, 2007 we filed an amendment to our Articles of Incorporation changing our name to “Bureau of Fugitive Recovery, Inc.”

Our initial business was to provide a variety of security services on both a residential and commercial basis.  In March 2007, we expanded our operations to include tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bond revoked, creating a liability for the person or entity that had posted the bail bond.  We recognized that we were able to avoid the significant competition that we were experiencing in the security services business, as we believed that there was no major companies engaged in the apprehension of offenders as there existed in the security services industry.  As of the date of this Prospectus we provide the following services:  fugitive location and apprehension, preparation and filing of civil lawsuits against surety bond’s indemnitor for monies owning on the bond which they guaranteed and which are in forfeiture status and transportation of prisoners into custody based upon issuance of a court bench warrant.   We are compensated for these services on a monthly invoiced basis for any and all services we provide pursuant to a service agreement that we execute with our client prior to providing such services.

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We are currently considering expanding our operation into other jurisdictions and states via acquisition.  See “DESCRIPTION OF BUSINESS – Growth by Acquisition,” below.  Most of our current clients are bail bonding companies.

The bail surety industry has had a continuous, steady flow of clientele.  As the population increases, the bail surety industry has continued to grow.  According to the Department of Regulatory Agencies, Colorado Division of Insurance; Office of the State Court Administrator, Colorado Judicial Department, since 2000, there has been a consistent upwards trend in bail bonds written in the State of Colorado.  While there is no one agency that keeps figures on the amount of bail surety written in the State of Colorado, we believe that as the population increases so does the number of offenders arrested and who become candidates for our services.

Marketing

Because of the nature of the bail surety industry, our biggest client base, marketing efforts are primarily through yellow page advertising, billboards, other fixed advertising near jails, and word-of-mouth from former and current clients.  Such methods are presently utilized by us and have proven to be effective in marketing our services to potential clientele.

We intend to expand our services by offering security guard and other security services and insurance and training for security officers and bail bond licensing agents.

Growth by Acquisitions

We also intend to expand our operations through the acquisition of related businesses that will complement our current service business.  Acquisition targets include existing bail bonding companies, bail enforcement companies, security companies, and an insurance underwriting business to supplement the writing of surety bonds, title insurance, performance bonds, guarantee bonds and similar bonds.  There are many small operations which have expressed an interest in being acquired by our Company.  We believe this makes economic sense because we can eliminate duplication of general and administrative expense, provide a more centralized information sharing network available to enforcement agents and eliminate overlapping of services offered.  We are presently evaluating several such businesses in the Denver Metropolitan Area as potential merger or acquisition candidates, and anticipate expanding this acquisition strategy to metropolitan areas in the states of Arizona, New Mexico and California.  However, as of the date of this Prospectus, there are no definitive agreements in place relating to our acquiring any such business and there can be no assurances that such agreements will be executed on favorable terms or at all in the future.

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If we are successful, the acquisition of related, complimentary businesses is expected to increase profits by providing a broader range of services in vertical markets which are consolidated under one parent, thus reducing overhead costs by streamlining operations and eliminating duplicitous efforts and costs.  There are no assurances that we will increase profitability if we are successful in acquiring other synergistic companies.

Management will seek out and evaluate related, complimentary businesses for acquisition.  The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management’s standards.  Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation of each business, including its financial statements, cash flow, debt, location and other material aspects of the candidates’ business.  One of the principal reasons for our filing of our registration statement of which this Prospectus is a part and the filing of an application to list our securities for trading is our intention to utilize the issuance of our securities as part of the consideration that we will pay for these proposed acquisitions.  If we are successful in our attempts to acquire similar companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.  See “RISK FACTORS.”

In implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  We may also acquire stock or assets of an existing business.  On the consummation of a transaction, we do not intend that our present management and shareholders will no longer be in control of our Company.

As part of our investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise.  The manner in which we participate in an acquisition will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the acquisition candidate and our relative negotiation strength and such other management.

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We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Depending upon the nature of the acquisition, including the financial condition of the acquisition company, as a reporting company under the 34 Act it may be necessary for such acquisition candidate to provide independent audited financial statements.  If so required, we will not acquire any entity that cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction.  If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management.  If such transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.

Competition

We compete with numerous other small companies and individuals in the Denver Metropolitan Area, typically run by one or two persons, family owned and operated, none of whom control any significant share of the market.  We estimate that we presently have approximately one to two percent of the market share based on the many years of experience possessed by the main principal in this industry.

Government Regulation

We are not licensed by the State of Colorado to engage in our business.  Rather, individual bail posting agents are licensed and regulated by the state.   Bail enforcement agents are required to be licensed by the Colorado Division of Insurance, which is the licensing authority, to complete a 16-hour course, pass a Colorado Bureau of Investigation and Federal fingerprint and background check, and pass an additional course if a concealed weapons permit is sought by the agent. Other individual courses are recommended, but not required by the Division of Insurance, for training and use if any additional proactive or reactive tools are used, i.e., baton, mace, pepper spray, etc.

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Complaints against a bail enforcement agent are investigated by the Division of Insurance which, after the conclusion of the investigation, decides whether or not an agent’s license may be affected adversely.

Employees

As of the date of this Prospectus, we have three (3) employees, including our two officers and one person who is responsible for much of the administrative paperwork with the many respective county and municipal courts we deal with on a daily basis.  We also currently have six bail enforcement agents that are independent contractors and who are paid on a commission plus expenses basis for each offender recovered and surrendered to the appropriate law enforcement agency.  Our recovery agents, sometimes called “bounty hunters,” may be asked, from time to time, to assist with other facets of our day-to-day operations as part of their independent contractor agreements, at no additional cost to us.  Management believes that the relationship with all individuals associated with us, contractual or employed, is exemplary.

Trademarks/Trade names/Intellectual Property

We have no patents pending, nor have we registered any trademarks or trade names.

Property

We operate from our offices at 132 West 11th Ave., Denver, Colorado 80204.  This space is provided to us on a rent free basis by our President.  Management believes that this space will meet our needs for the foreseeable future.  However, if we are successful in acquiring companies similar to ours over the next 12 months we anticipate that we will need additional office space if the geographic location of the acquisition candidate is significantly distant from our current location.  See “DESCRIPTION OF BUSINESS – Growth by Acquisitions.”

Legal Proceedings

We are unaware of any pending or threatened litigation by or against us.

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MANAGEMENT

Executive Officers, Directors and Key Personnel

The following table sets forth information regarding our executive officers and directors:

The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified.  Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors.  Officers serve at the will of the Board of Directors.

Resumes

Jay Kelman has been our chief executive officer, chief accounting officer, chief financial officer and director since January 1, 2012.  Prior to his retirement five years ago, Mr. Kelman worked as a pharmaceutical representative for Gordon Associates in New York.  Mr. Kelman received a Masters of Science degree from Boston University and a Bachelor of Science degree from University of Southern California.  He devotes approximately 20 hours per week to our affairs.

Danielle Abrahams has been our Secretary and a director of our Company since March 2007.  In addition, Ms. Abrahams has been our Office Manager since March 2007.  In addition to her positions with our Company, since July 2007 she has been an office manager with Winchester Chiropractic & Wellness Center, Centennial, Colorado.  Prior, from October 2005 through June 2007 Ms. Abrahams worked part time as an independent bookkeeper.  Ms. Abrahams received a Bachelor of Science degree in Biology from the University of Colorado–Denver in 1996 and an Associate of Animal Technology degree from Bel-Rea Institute in 1997.  She devotes approximately 10 hours per week to our affairs.

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Mark S. Cerullo has been a director of our Company since March 2007.  In addition to his position with our Company, since July 2005 Mr. Cerullo has been an asset manager for OfficeScapes, Inc., Denver, Colorado.  From November 2004 through June 2005, he was the manager of Baseball University, Denver, Colorado.  Prior, he was employed for five years as the General Manger of Big ”O” Tires, Denver, Colorado.  He devotes only such time as necessary to our business.

Matt Hess has been a director of our Company since March 2007.  In addition to his position with our Company, since April 2007 Mr. Hess has been employed by Qwest Communications, Denver, Colorado as a lead engineer.  Prior, from January 2007 through April 2007, he was employed by Avaya, Inc. as a support communications engineer.  From February 2006 through December 2006 he was employed by Ooma, Inc. as a senior operations engineer.  He devotes only such time as necessary to our business.

Robert Copley has been a director of our Company since March 2007.  In addition to his position with our Company, since April 2007 Mr. Copley has been self employed as a bail bondsman.  From October 2000 through April 2007 Mr. Copley was a contract bail enforcement agent.  He devotes only such time as necessary to our business.

We have appointed Mr. Kelman as an officer and director as a result of his extensive background in sales and business.  We have elected Mr. Copley as a director as a result of his extensive experience in our industry.  Ms. Abrahams was elected as a director as a result of her significant experience in our business affairs as a result of her serving as our Office Manager for in excess of three years.  Neither Messrs. Cerullo nor Hess have had any experience in our industry and were elected as directors of our Company as a result of their relationship with our principal shareholders.  Neither of the aforesaid two individuals possess any particular skill, qualification or experience that would ordinarily qualify them to serve as directors of a public company.  We believe that we are unable to attract more experienced individuals to serve as directors because we have not obtained director and officer liability insurance and do not expect to purchase the same in the future.  This may preclude our ability to attract experienced business people as officers and/or directors due to the potential liabilities that accrue to public companies.

Board Committees

As of the date of this Prospectus we do not have any committees of our Board of Directors. We expect to appoint outside Directors to serve on our Board in the near future, but as of the date of this Prospectus we have not identified such prospective Directors.  Once appointed, we expect to form an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominating Committee.

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Family Relationships

There are no family relationships between any of our directors or executive officers.

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our Company.  Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only a minor amount of time to our affairs.

EXECUTIVE COMPENSATION

Remuneration

Following is a table containing the aggregate compensation paid to our former Chief Executive Officer.  No other officer or Director received aggregate compensation exceeding $100,000 during our fiscal years ended December 31, 2010, 2008 and 2008:

SUMMARY COMPENSATION TABLE

Jay Kelman, an officer since January 1, 2012, has not received any compensation in the prior years.  Mr. Ficarro resigned for health reasons effective January 1, 2012.

Compensation of Directors

Our directors are currently not being compensated and we expect no compensation to be paid until we obtain profitability.  Our Board will convene at that time to determine an appropriate compensation package for our Directors.  However, it is not anticipated that any of our executive officers will receive material compensation in the foreseeable future.  Although no payments to Directors have been made, they may be reimbursed for actual expenses incurred for each meeting of the Board that they attend.

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Stock Plan

We have not adopted a stock plan, but may do so in the future.

Employment Agreements

None of our executive officers are party to any employment agreement with us.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table contains certain information regarding beneficial ownership of our Common Stock as of the date of this Report by (i) each person who is known by us to own beneficially more than 5% of our Common Stock, (ii) each of our officers and Directors, and (iii) all Directors and executive officers as a group. The percentages indicated below are derived from the 10,000,000 shares of Common Stock that are issued and outstanding as of the date of this report.

Other 5% shsreholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We operate from our offices at 132 West 11th Ave., Denver, Colorado 80204.  This space is provided to us on a rent free basis by our President.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

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DESCRIPTION OF SECURITIES

Common Stock

There are 100,000,000 shares of Common Stock, $.001 par value, authorized, with 10,000,000 shares issued and outstanding.  The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders.  Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of outstanding Preferred Stock.  Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock.  The holders of Common Stock have no preemptive, subscription, redemption or conversion rights.  The outstanding shares of Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable.  Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect all of the directors standing for election.  We have no present intention to pay cash dividends to the holders of Common Stock.

Preferred Stock

Although we are not registering our Preferred Stock, we are authorized pursuant to our Articles of Incorporation to issue up to 25,000,000 shares of Preferred Stock, par value $0.001 per share.  No shares of our Preferred Stock are issued or outstanding.

All shares of the designated and the undesignated Preferred Stock are issuable on such other terms and conditions as the Board may determine at or prior to issuance, without further action of the stockholders.  Such preferred shares may or may not be: issued in series, convertible into shares of Common Stock, redeemable by the Company and entitled to cumulative dividends.  Other terms and conditions may be imposed at the time of issuance.  Should some or all of the outstanding or future issues of any convertible Preferred Stock be exchanged for shares of Common Stock, the resulting increase in the number of issued and outstanding Common Stock may or may not have a depressive effect on the market value of our Common Stock.  Unless specifically issued without such rights, the holders of Preferred Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders.

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Future issuance of shares of Preferred Stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal.  For instance, the issuance of a series of Preferred Stock might impede an acquisition or other business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders.  In addition, under certain circumstances, the issuance of Preferred Stock could adversely affect the voting power of the holders of the Common Stock.  Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our shareholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the shareholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock.  The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.  We have no present plans to issue any Preferred Stock.

Transfer Agent and Registrar

We have retained Island Stock Transfer, Inc., St. Petersburg, Florida, as our transfer agent and registrar for our Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

In the event our Common Stock is approved for trading in the future, of which there can be no assurance, market sales of shares of our Common Stock after this Offering and from time to time, and the availability of shares for future sale, may reduce the market price of our Common Stock.  Sales of substantial amounts of our Common Stock, or the perception that these sales could occur, could adversely affect prevailing market prices for our Common Stock and could impair our future ability to obtain capital, especially through an offering of equity securities.  After the effective date of the registration statement of which this Prospectus is a part, all of the shares sold in this Offering , constituting 2,350,000 shares, will be freely tradeable without restrictions or further registration under the Securities Act, unless the shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.  The balance of 7,650,000 shares which are not being registered will be eligible for sale pursuant to the exemption from registration provided by Rule 144, discussed below.

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Rule 144

Rule 144, adopted by the Securities and Exchange Commission pursuant to the Securities Act of 1933, generally provides an exemption for the resale or privately offered securities provided the conditions of the rule are met, which include, among other limitations, that the securities be held for a minimum of six months due to the fact that we expect to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended.  Consequently, our Shareholders may not be able to avail themselves of Rule 144 or otherwise be readily able to liquidate their investments in the event of an emergency or for any other reason, and the shares may not be accepted as collateral for a loan.  If such non-affiliate has owned the shares for at least six months, he or she may sell the shares without complying with any of the restrictions of Rule 144 once we are deemed a reporting company.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon J.M. Walker & Associates, Centennial, Colorado.

EXPERTS

The consolidated financial statements of Bureau of Fugitive Recovery, Inc. as of and for the years ended December 31, 2010 and 2009 included herein, have been audited by Ronald R. Chadwick, P.C., independent registered public accountants, as indicated in their reports with respect thereto, and are in reliance upon the authority of said firm as experts in accounting and auditing.

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1, including exhibits, with the SEC with respect to the shares being offered in this Offering.  This Prospectus is part of the registration statement, but it does not contain all of the information included in the registration statement or exhibits.   We file reports pursuant to the Securities Exchange Act of 1934, as amended.  For further information with respect to us and our Common Stock, we refer you to the registration statement and to the exhibits and schedules to the registration statement and our periodic reports filed with the SEC.   Statements contained in this Prospectus as to the contents of any contract or any other document referred to herein are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement.  Each of these statements is qualified in all respects by this reference.  You may inspect a copy of the registration statement without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, 100 F. St. NE, Washington, D.C. 20549, upon payment of fees prescribed by the SEC.  The SEC maintains a world wide website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.  The address of the website is http://www.sec.gov.  The SEC’s toll free investor information service can be reached at 1-800-SEC-0330.

FINANCIAL STATEMENTS

The audited financial statements for the fiscal years ending December 31, 2010 and 2009, and the unaudited financial statements for the nine month periods ending September 30, 2011 and September 30, 2010, are set forth on pages F-1 through F-9.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS, OR OF ANY SALE OF OUR COMMON STOCK.

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Bureau of Fugitive Recovery, Inc.

2,350,000 Shares of Common Stock

PROSPECTUS

__________________, 2012

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The accompanying notes are an integral part of the financial statements.

45

The accompanying notes are an integral part of the financial statements.

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(Continued On Following Page)

The accompanying notes are an integral part of the financial statements.

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(Continued From Previous Page)

The accompanying notes are an integral part of the financial statements.

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BUREAU OF FUGITIVE RECOVERY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bureau of Fugitive Recovery, Inc. was incorporated in the State of Colorado on April 26, 1995. The Company provides bounty hunting services for bail bond businesses. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

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BUREAU OF FUGITIVE RECOVERY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectibility is reasonably assured.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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BUREAU OF FUGITIVE RECOVERY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

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BUREAU OF FUGITIVE RECOVERY, INC.

FINANCIAL STATEMENTS

December 31, 2009 & 2010

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BUREAU OF FUGITIVE RECOVERY, INC.

Financial Statements

TABLE OF CONTENTS

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RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Bureau of Fugitive Recovery, Inc.

Denver, Colorado

I have audited the accompanying balance sheets of Bureau of Fugitive Recovery, Inc. as of December 31, 2009 and 2010, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bureau of Fugitive Recovery, Inc. as of December 31, 2009 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

(continued on next page)

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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations, a condition that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado

Ronald R. Chadwick, P.C.

March 17, 2011  

RONALD R. CHADWICK, P.C.

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BUREAU OF FUGITIVE RECOVERY, INC.

BALANCE SHEETS

The accompanying notes are an integral part of the financial statements.

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BUREAU OF FUGITIVE RECOVERY, INC.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of the financial statements.

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BUREAU OF FUGITIVE RECOVERY, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY