UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(Amendment
No. 2)


(Mark
One)


x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended: June 30,
2009




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





For the
transition period from ________ to ________





Commission
File No. 000-53305





STONECREST ONE,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                  26-2168614(State
      or other jurisdiction of incorporation or organization)
                  (I.R.S.
      Employer Identification
No.)





605 Bonita Way, Prescott,
Arizona 86301


(Address
of principal executive offices)





928-642-3473


Issuer’s
telephone number





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





None





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





Common Stock, par value
$0.0001 per share


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈Yes x
No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.


 ̈  Yes   x  No





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.


x  Yes    ̈  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 preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


x  Yes    ̈  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


x  Yes    ̈  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


x Yes  ̈ No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.    $0





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈  Yes    ̈  No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.


At
September 28, 2009 there were 1,000,000 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None





EXPLANATORY
NOTE




In
this Amendment No. 2 to Annual Report on Form 10-K/A for the year ended June 30,
2009 ("Amendment No. 2”) as originally filed with the Securities and Exchange
Commission (the “SEC”) on September 28, 2009 (the “Original Filing”) and as
amended by Amendment No. 1, as filed with the SEC on March 16, 2010 (“Amendment
No. 1”), we refer to Stonecrest One, Inc., a Nevada corporation, as “we,” “us,”
“our” or the “Company.”




We are
filing this Amendment No. 2 to:





·
            revise
      the principal stockholders table in Item 12 to attribute to George Critz,
      III, our sole director and officer, beneficial ownership of 75,000 shares
      of common stock which are registered in the name of Enverdia LLC, an
      entity controlled by Danya Critz, his wife;
  and


·
            revise
      the signature page to identify that the report was signed by the Company's
      principal financial officer.





In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each item of the Original Filing and Amendment No.
1 that is amended by this Amendment No. 2 is superceded in its entirety, and
this Amendment No. 2 is accompanied by currently dated certifications on Exhibit
31.1 and 32.1.




Except
as expressly set forth in this Amendment No. 2, we are not amending any other
part of the Original Filing or Amendment No. 1.  This Amendment No. 2
continues to speak as of the date of the Original Filing, except as such
disclosure is amended by Amendment No. 1 or by this Amendment No. 2, and does
not reflect events occurring after the filing of the Original Filing, or modify
or update any related or other disclosures, including forward-looking
statements, unless expressly noted otherwise.  Accordingly, this
Amendment No. 2 should be read in conjunction with the Original Filing,
Amendment No. 1 and with our other filings made with the SEC subsequent to the
filing of the Original Filing.  The filing of this Amendment No. 2
shall not be deemed an admission that the Original Filing or Amendment No. 1
when made included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement not misleading.


ii


Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table sets forth, as of September 28, 2009, the number of shares of
common stock owned of record and beneficially by our executive officer and
director and holders of 10% or more of outstanding shares of our common
stock:


Name of
                      Beneficial Owner(1)
                    
                    Amount of
                      Beneficial Ownership
                    
                    
                    Percent of Outstanding
                      Shares of Class Owned(2)George
      C. Critz, III
                    
                    
                    75,000
                    (3)
                    
                    
                    *Ashland
      Global Corp. (4)
                    
                    
                    375,000
                    
                    
                    
                    37.5
                    %Sagacity
      Investments, LLC (5)
                    
                    
                    300,000
                    
                    
                    
                    30
                    %C3
      Strategic Capital, LLC  (6)
                    
                    
                    250,000
                    
                    
                    
                    25
                    %All
      Officers and Directors as a Group (1 person)
                    
                    
                    -0-
                    
                    
                    
                    -




*  Less
than 1%




(1) The
address for each of the persons named in the table above is c/o the
Company.


(2) Based
on 1,000,000 shares outstanding as of the date of this September 28,
2009.


(3)
Represents shares owned by Enverdia LLC, an entity in which Dayna Critz, the
wife of George C. Critz, III, our sole director and officer, is the managing
director and owns 90% of the outstanding interests.  George Critz, III
owns 9% of the outstanding interests in the entity.


(4) This
entity is controlled by Mark Radford.


(5) This
entity is controlled by Anna C. Rubin.


(6) This
entity is controlled by Forrest W. Garvin.





Compensation
Plans





We have not adopted any compensation
plans for the benefit of our employees, representatives or
consultants.





Item
15. Exhibits, Financial Statement Schedules.





(b)           Exhibits.





The following are filed as exhibits to
this report:





Exhibit No.
              
              Description
              
              Location
                Reference3.1
              
              Articles
      of Incorporation.
              
              13.2
              
              By-laws
              
              131.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as Amended.
              
              232.1
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section
                906
      of the Sarbanes-Oxley Act of 2002.
              
              2





1.
            Incorporated
      by reference to the registrant's registration statement on Form 10 as
      filed with the SEC on July 3, 2008.


2.
            Filed
      herewith.


2


SIGNATURES





Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on April 23, 2010





STONECREST
      ONE, INC.By:
                  /s/George C. Critz,
      IIIGeorge
      C. Critz, III, President(Principal
      Executive Officer andPrincipal
      Accounting
Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated on April 23, 2010.





Signature
                  
                  Title/s/ George C. Critz, III
                  
                  President,
      Principal Executive Officer, Principal AccountingGeorge
      C. Critz, III
                  
                  Officer
      and Director


3