UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 3)


(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




o
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.




oYes 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.


oYes   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   o  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   o  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   o 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   o
Accelerated filer     oNon-accelerated filer     o
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).


xYes  o 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.


oYes   o  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. 3 to Annual Report on Form 10-K/A for the year ended June 30, 2009 ("Amendment No. 3”) 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”), and Amendment No. 2, as filed with the SEC on April  , 2010 ("Amendment No. 2"), we refer to Stonecrest One, Inc., a Nevada corporation, as “we,” “us,” “our” or the “Company.”





We are filing this Amendment No. 3 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 to add Enverdia LLC to the table as separate entry, given its ownership of more than 5% of the stock and the fact that Ms. Critz ownership thereof is attributable to Mr. Critz; and


·
revise the signature page to identify that the report was signed by the Company's principal financial officer and principal accounting 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, Amendment No. 1 and Amendment No. 2 that is amended by this Amendment No. 3 is superseded in its entirety, and this Amendment No. 3 is accompanied by currently dated certifications on Exhibit 31.1 and 32.1.





Except as expressly set forth in this Amendment No. 3, we are not amending any other part of the Original Filing, Amendment No. 1 or Amendment No. 2.  This Amendment No. 3 continues to speak as of the date of the Original Filing, except as such disclosure is amended by Amendment No. 1, by Amendment No. 2 or by this Amendment No. 3, 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. 3 should be read in conjunction with the Original Filing, Amendment No. 1, Amendment No. 2 and with our other filings made with the SEC subsequent to the filing of the Original Filing.  The filing of this Amendment No. 3 shall not be deemed an admission that the Original Filing, Amendment No. 1 or Amendment No. 2 when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.


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 ofBeneficial Owner(1)

Amount of

Beneficial Ownership


Percent of Outstanding

Shares of Class Owned(2)George C. Critz, III


75,000
(3)


7.5
%Ashland Global Corp. (4)


375,000



37.5
%Sagacity Investments, LLC (5)


300,000



30
%C3 Strategic Capital, LLC  (6)


250,000



25
%Enverdia LLC (7)


75,000



7.5
%All Officers and Directors as a Group (1 person)


-0-



-




(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.


(7) As described in note 3 to the table, 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.





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.


1





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 June 16, 2010






STONECREST ONE, INC.By:
/s/ George C. Critz, IIIGeorge C. Critz, III, President

(Principal Executive Officer and

Principal 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 June 16, 2010.





Signature

Title/s/ George C. Critz, III

President, Principal Executive Officer, Principal Accounting

Officer, Principal Financial Officer and DirectorGeorge C. Critz, III





2