UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K

(Mark One)

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



For
the fiscal year ended: June 30, 2011



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



For the
transition period from ________ to ________



Commission
File No.: 000-52900



BONANZA
ONE, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                             | 26-0378663                              
|------------------------------------------------------------------ | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) | (I.R.S.
    Employer Identification No.)



.

14452
Laurel Tree Lane, Huntersville, N. C. 28078

(Address
of principal executive offices)



704
609 3425

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 S 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 SNo



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.

S
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).

S
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.







S
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 S
|(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).



S
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





Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
At September 27, 2011 there were 1,500,000 shares of common stock outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE

None



(1)









FORWARD-LOOKING
STATEMENTS



This
Annual Report on Form 10-K and the documents incorporated by reference into the Annual Report on Form 10-K include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,”
“estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “continue,” or “should,” or, in each case, their negative
or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our
ability to consummate any acquisition or other business combination and any other statements that are not statements of current
or historical facts. These statements are based on management’s current expectations, but actual results may differ materially
due to various factors, including, but not limited to, our being a development stage company with no operating history; our lack
of funding; the inexperience of our management with respect to our business plan; our potential inability to consummate a business
combination with an operating company that is generating revenues; the possibility that our company may never generate revenues;
unknown risks that may attend to a business with which we consummate a business combination; our personnel allocating his time
to other businesses and potentially having conflicts of interest with our business; the ownership of our securities being concentrated,
and those other risks and uncertainties detailed herein and in the Company’s filings with the Securities and Exchange Commission.



By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance
and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate
may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form
10-K. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which
we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K, those results or developments
may not be indicative of results or developments in subsequent periods.



These
forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in “Risk Factors.”
The forward-looking events we discuss in this Annual Report on Form 10-K speak only as of the date of such statement and might
not occur in light of these risks, uncertainties and assumptions. Except as required by applicable law, we undertake no obligation
and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.



(2)











PART
I



Item
1. Description of Business.



General



Bonanza
One, Inc. (“we”, “us”, the “Company” or like terms) is a developmental stage company that
was organized to pursue a business combination through a capital stock exchange, merger, asset acquisition or other similar business
transaction (a “Business Combination”) with an operating or development stage business (the “Target Business”)
which desires to utilize our status as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Since inception, our business operations have comprised attending to organizational matters, registering our class
of common stock under the Exchange Act, satisfying our reporting obligations under the Exchange Act and identifying and evaluating
potential Target Businesses. We have not generated any revenue, have no full-time employees and do not own or lease any property.
Our sole officer and director has never served as an officer or director of a development stage public company with the purpose
of acquiring a Target Business.



The
Company, based on its proposed business activities, is a “shell company” which is defined, as a company which has
(i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents;
or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets. In addition, the Company is a “blank
check company,” which is defined as a development stage company that is issuing a penny stock, as defined in Rule 3a51-1
of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with
an unidentified company or companies. Many states have enacted laws limiting the sale of securities of “blank check”
companies in their respective jurisdictions.



Given
that we are a “shell company” and the Target Business with which we consummate a Business Combination likely will
be involved in business operations at the time of the transaction, the transaction we enter into with such company would be referred
to as a “reverse acquisition” or “reverse merger” for accounting purposes.



As
more fully described under Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities,” because we are a shell company, our stockholders are not entitled to rely on the provisions
of Rule 144 as an exemption from the registration requirements of the Securities Act in connection with the resale of their securities
prior to any Business Combination and are subject to additional limitations as to the use of Rule 144 to resell their securities
after a Business Combination.



Management
does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have
successfully concluded a Business Combination, and then only in the discretion of management of our Business Combination partner.
The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those
requirements



We
are not presently engaged in, and will not engage in, any substantive commercial business or revenue generating operations unless
and until we consummate a Business Combination, if ever. We are currently in the process of identifying and evaluating Target
Businesses but we do not have any specific Business Combination under consideration. Our efforts to identify a prospective Target
Business will not be limited to a particular industry or geographic location. We will seek to consummate the transaction which
is most attractive and provides the greatest opportunity for creating securityholder value. The determination of which opportunity
is the most attractive will be based on our analysis of a variety of factors, including whether such acquisition would be in the
best interests of our securityholders, the terms of the transaction and the perceived quality of the business of the Target Business,
among other factors, some of which are described below. We believe that the owners of potential Target Businesses may find an
acquisition by us to be an easier and less dilutive means to achieve liquidity than an initial public offering or other forms
of financing transactions.



(3)









We
anticipate that the selection of a Target Business will be complex and extremely risky and we may never consummate a Business
Combination.  Our current financial condition may negatively impact our ability to consummate a Business Combination
or cause us to discontinue operations before we enter such a transaction. As of the date of this report, we are not generating
any revenue and at June 30, 2011, we had $1,251 of cash, total liabilities of $59,413 and cumulative losses of $58,312. Over the
next twelve months, we will incur costs and expenses in connection with the preparation and filing of reports under the Exchange
Act, identifying and evaluating Targets Businesses and costs we may incur in connection with entering into a Business Combination.
These costs are hard to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result
in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business,
if ever. Our cash on hand will not be sufficient to cover our operating costs over the next twelve months. Though our stockholder
has advised us of their present intention to fund our costs and expenses going forward through loans or further investments in
the Company, there is no written agreement binding them to do so.



We
cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate
any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise
is operating profitably.  Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term
earnings from any Business Combination.



Affecting
a Business Combination



General.



A
Business Combination may involve the acquisition of or merger with a company that desires to have a class of securities registered
under the Exchange Act, while avoiding what its management may deem to be the adverse consequences of undertaking a public offering
itself. These include time delays, significant expense, possible loss of voting control by the target's existing management through
dilution of their ownership position and compliance with various federal and state securities laws. As more fully described below
under the heading “Form of acquisition; Opportunity for stockholder approval,” the proposed structure of a
Business Combination may not require that we seek stockholder approval for the transaction and holders of our common stock may
not have the opportunity to vote upon a proposed Business Combination.



Search
for a target.



We
are currently in the process of identifying and evaluating potential Target Businesses. As described below in more detail, our
management has broad discretion with respect to identifying and selecting prospective acquisition candidates. At such time as
we affect a Business Combination, if ever, we will be impacted by numerous risks inherent in the business and operations of the
Target Business. The risks attendant to the Target Business may include risks typical of a financially unstable company or an
entity in its early stage of development or growth, including entities without established records of sales or earnings. Although
our management will endeavor to evaluate the risks inherent in a particular target, we cannot assure you that we will properly
ascertain or assess all significant risk factors.



Sources
of Target Businesses.



We
intend to source our target opportunities from various internal and external sources. Target candidates have been, and we anticipate
will continue to be, brought to our attention from affiliated and unaffiliated sources. We believe that we will be able to identify
target opportunities from internal sources primarily resulting from personal contacts and relationships that our officer and director
and his affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys
and other advisors, as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows
or conventions. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior
to, or for any services they render in connection with the consummation of a Business Combination.



Target
Business candidates may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to Target Business candidates in which they believe we may have an interest.
In addition, we may retain the services of agents or other representatives to identify or locate suitable targets on our behalf,
though we have not engaged any such persons, to date. We have not adopted any policies with respect to utilizing the services
of consultants or advisors to assist in the identification of a Target Business, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. In the
event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may
pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.





(4)









Selection
criteria for a Target Business.



We
have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. In evaluating
a prospective Target Business, our management will consider, among other factors, the following:



|· | financial
    condition and results of operation;                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------
|· | growth
    potential;                                                                                                   
|· | experience
    and skill of management and availability of additional personnel;                                        
|· | capital
    requirements;                                                                                               
|· | competitive
    position;                                                                                               
|· | barriers
    to entry in the industry;                                                                                  
|· | stage
    of development of the products, processes or services;                                                        
|· | degree
    of current or potential market acceptance of the products, processes or services;                            
|· | proprietary
    features and degree of intellectual property or other protection of the products, processes or services;
|· | regulatory
    environment of the industry; and                                                                         
|· | costs
    associated with affecting the Business Combination.                                                           



These
criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter
into a Business Combination with any Target Business. Any evaluation relating to the merits of a particular Business Combination
will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.



Due
Diligence Investigation.



In
evaluating a prospective Target Business, we will conduct as extensive a due diligence review of potential targets as possible
in view of our lack of financial resources and the inexperience of our management in such endeavors. Moreover, management’s
decisions will be made without detailed feasibility studies, independent analyses or market surveys, which, if we had more cash,
would be desirable. Given our current resources, we will likely enter into a Business Combination with a privately-held company
in its early stages of development or that has only a limited operating history on which to base our decision. Generally, very
little public information exists about these companies and we will be required to rely on the ability of our management to obtain
adequate information to evaluate the potential returns from entering into a Business Combination with such a company. We will
be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated
with the business opportunity seeking our participation. We expect that our due diligence may include, among other things, meetings
with the Target Business’s management, inspection of its facilities and a review of financial and other information that
is made available to us. This due diligence review will be conducted by our management, possibly with the assistance of the Company's
counsel and accountants, as necessary.



It
is unlikely that our management at the time of a Business Combination will continue in any material capacity with the Company
after the consummation of a Business Combination, other than as a stockholder.



Our
assessment of a Target Business and its management may not be accurate.   If we do not uncover all material information about
a Target Business prior to a Business Combination, we may not make a fully informed investment decision and we may lose money
on our investment.



The
time and costs required to select and evaluate a Target Business and to structure and complete the Business Combination, if we
are able to consummate such a transaction at all, cannot presently be ascertained with any degree of certainty. Any costs we incur
with respect to the identification and evaluation of a prospective Target Business with which a Business Combination is not ultimately
completed may result in a loss to us.





Lack
of diversification.



We
expect that we will be able to consummate a Business Combination with only one candidate given that, among other considerations,
we will not have the resources to diversify our operations. Moreover, given that we likely will offer a controlling interest in
our Company to a Target Business in order to achieve a tax-free reorganization, as described below, the dilution of interest to
present and prospective stockholders will render more than one Business Combination unlikely. Therefore, at least initially, the
prospects for our success may be entirely dependent upon the future performance of a single business and we will not benefit from
the possible spreading of risks or offsetting of losses that Business Combinations with multiple operating entities would offer.
By consummating a Business Combination with a single entity, our lack of diversification may:



- result in our
dependency upon the development or market acceptance of a single or limited number of products, processes or services; and



- subject us
to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to a Business Combination.



(5)







Form
of acquisition; Opportunity for stockholder approval.



Although
we cannot predict the terms of any Business Combination, we will seek to structure a Business Combination to qualify as a tax-free
transaction under the Internal Revenue Code of 1986, as amended (the “Code”). Tax-free treatment of such a transaction
can be accomplished, if structured correctly, through the acquisition of all of the outstanding shares of capital stock of a Target
Business or by way of a merger (either directly or through a wholly owned subsidiary of our Company) with a Target Business. Depending
on the circumstances of any acquisition, however, we may not be able to structure a transaction in the most tax advantageous manner.
Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of
any transaction.



If
the transaction is structured as an acquisition, we will acquire our participation in a Target Business through the acquisition
of all of the outstanding shares of its capital stock in exchange for the issuance of our common stock or other securities to
the security holders of the Target Business and the Target Business would become our wholly owned subsidiary. If the transaction
is structured as a statutory merger or consolidation, we would merge a Target Business with and into our Company or a wholly owned
subsidiary of our Company.



Acquisition:
Under Section 368(a)(1) of the Code, in order for a stock exchange transaction to qualify as a “tax free” reorganization,
the holders of the stock of the target must receive a number of shares of our capital stock equal to 80% or more of the voting
stock of our Company. If a transaction were structured to take advantage of these provisions rather than other “tax free”
provisions provided under the Code, our existing stockholders would, in such circumstances, retain 20% or less of the total issued
and outstanding shares after the transaction. Depending upon the relative negotiating strength of the parties, our stockholders
at the time of the Business Combination may retain substantially less than 20% of the total issued and outstanding shares of our
Company, which is likely in our case. This would result in substantial additional dilution to the equity of those persons who
were stockholders of our Company prior to such Business Combination. As part of such a transaction, all or a majority of our Company's
then management at the time may resign and new directors may be appointed without any vote by stockholders. If the Business Combination
is structured as an acquisition of a Target Business's stock, our Company will not require the vote or approval of stockholders
and the transaction may be accomplished in the sole determination of management.



Merger:
In a merger transaction, we would merge a Target Business with and into our Company or a wholly-owned subsidiary. Simultaneous
with the merger, we may affect a recapitalization in order to achieve a manageable float of our outstanding capital stock. However,
a proposed merger transaction would require the approval of the holders of a majority of the outstanding shares of our common
stock and may necessitate calling a stockholders' meeting to obtain such approval and filings with the SEC and state agencies.
The necessity to obtain stockholder approval may result in delay and additional expense in the consummation of any proposed transaction
and will also give rise to certain rights to dissenting stockholders who could require that the Company purchase their shares
at a price equal to the fair market value in cash.



In
light of the above, management likely will seek to structure a Business Combination so as not to require stockholder approval.



In
view of our status as a “shell” company, any acquisition of the stock of or the merger with an operating company would
be deemed to be a “reverse acquisition” or “reverse merger,” respectively, for accounting purposes.



We
anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related
investigation would not be recoverable. Furthermore, even if an agreement is reached for a Business Combination, the failure to
consummate that transaction may result in the loss to the Company of the related costs incurred.



In
the case of either an acquisition or merger, our stockholders prior to the consummation of a Business Combination likely will
not have control of a majority of the voting shares of the Company following a Business Combination. As part of such a transaction,
all or a majority of the Company's then directors may resign and new directors may be appointed without any vote by stockholders.



Competition



We
expect that in the course of identifying, evaluating and selecting a Target Business, we may encounter intense competition from
other entities having a business objective similar to ours. These include blank check companies that have raised significant capital
through sales of securities registered under federal securities laws that have a business plan similar to ours and, consequently,
possess a significant competitive advantage over our Company both from a financial and personnel perspective. Additionally, we
may be subject to competition from other entities having a business objective similar to ours, including venture capital firms,
leveraged buyout firms and operating businesses looking to expand their operations through acquisitions. Many of these entities
are well established, possess significant capital, may be able to offer securities for which a trading market exists and have
extensive experience identifying and affecting business combinations directly or through affiliates. Moreover, nearly all of these
competitors possess greater technical, human and other resources than us. In addition, we will experience competition from other
modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to those we expect
to pursue.



While
we believe there may be numerous potential target candidates with which we could affect a Business Combination, our ability to
compete in affecting a Business Combination with prime candidates will be limited by our lack of financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of the most attractive Target Businesses.



If
we succeed in affecting a Business Combination, there will be, in all likelihood, intense competition from competitors of the
Target Business. We cannot apprise you of any of these risks nor can we assure you that, subsequent to a Business Combination,
we will have the resources or ability to compete effectively.



(6)









Employees



We
have one executive officer who has other business interests and is not obligated to devote any specific number of hours to our
matters. He intends to devote only as much time as he deems necessary to our affairs. The amount of time management will devote
to our affairs in any time period will vary based on whether a Target Business has been selected for the Business Combination
and the stage of the Business Combination process the Company is in. Accordingly, as management identifies suitable Target Businesses,
we expect that our management will spend more time investigating such Target Business and will devote additional time and effort
negotiating and processing the Business Combination as developments warrant. We do not intend to have any full time employees
prior to the consummation of a Business Combination.



Our
management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or
restrictions applicable to such activities. To the extent that our management engages in such other activities, there will be
possible conflicts of interest in diverting opportunities which would be appropriate for our Company to another company, or to
entities or persons with which our management is or may be associated or have an interest, rather than diverting such opportunities
to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our
officer and director choose to place his other business interests before ours. We cannot assure you that such potential conflicts
of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.



Our
sole officer and director may actively negotiate for or otherwise consent to the disposition of all or any portion of the shares
of common stock he owns, as a condition to, or in connection, with a Business Combination. Therefore, it is possible that the
terms of any Business Combination will provide for the sale of all or a portion of his shares of common stock which would raise
issues relating to a possible conflict of interest with our other security holders.



Item
1A. Risk Factors.



An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K, including the financial statements, before making a decision
to invest in our securities. If any of the following risks occur, our business, financial condition and results of operations
may be materially adversely affected.



The
absence of operations and revenues raises substantial doubt about our ability to continue as a going concern.



The
report of our independent auditor and Note B to the financial statements included in this Form 10-K indicate that the Company
is in the development stage, has suffered losses from operations, has a net capital deficiency and has yet to generate cash flow,
and that these factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition,
we have no significant assets or financial resources. We will continue to sustain operating expenses without corresponding revenues,
at least until the consummation of a Business Combination. This will result in continued net operating losses that will increase
until we can consummate a Business Combination with a profitable Target Business. Our operating and financial condition renders
it unlikely that we would be able to obtain third-party financing to sustain operations, if necessary. In light of our limited
resources, we cannot assure you that we will be able to continue operations, that we will be able to identify a suitable Target
Business or that we will consummate a Business Combination.



We
are not generating any revenue, have limited capital resources and will incur significant costs over the next twelve months. We
are dependent entirely upon our management to fund our operations.



We
are not generating any revenues and possess limited capital to fund our operations, including for such purposes as preparing and
filing periodic reports under the Exchange Act, identifying a Target Business and negotiating a Business Combination. In addition,
we have substantial liabilities comprising promissory notes in favor of our current officer and director in the principal amount
of $50,295 (including accrued interest) that bear interest at 8% per year. We are dependent entirely on our management to provide
funds for the foregoing requirements and for any other corporate purposes that may arise in the future. Though our sole stockholder
has advised us of his intention to fund our operations, there is no written agreement binding him to do so. Our operating and
financial condition renders it unlikely that we would be able to obtain third-party financing to sustain operations, if necessary.
In the even that our principal does not fund our capital requirements, we may not be able to continue operations and stockholders
could lose the entire amount of their investment in our Company. Without further capital infusion from our stockholder, we will
not have the ability to continue operations beyond the filing of this report.



We
may have insufficient resources to cover our operating expenses and the costs and expenses of consummating a Business Combination.



At
June 30, 2011, we had $1,251 of cash in our treasury and no other assets of any kind. We do not expect that the funds currently
in our treasury will be sufficient to cover our operating costs and expenses, including those we will incur in connection with
satisfying our reporting obligations under the Exchange Act and consummating a Business Combination. If our financial resources
are inadequate to cover our costs and expenses, we will require additional financing and we cannot be certain that such financing
will be available to us on acceptable terms, if at all. Our failure to secure funds necessary to cover our costs and expenses
would have an adverse affect on our operations and ability to achieve our objective and may require us to discontinue operations.



(7)











We
are a development stage company with no operating history and, accordingly, there is no basis upon which to evaluate our ability
to achieve our business objective. We can offer no assurance that we ever will consummate a Business Combination.



We
are a development stage company and have not engaged in any revenue generating activities to date. Since we do not have any operating
history, you have no basis upon which to evaluate our ability to achieve our business objective. We are currently in the process
of evaluating and identifying targets for a Business Combination. We are not presently engaged in, and will not engage in, any
substantive commercial business or generate any revenue until we consummate such a transaction, if ever. We cannot assure you
as to when or if a Business Combination will occur. Moreover, we can offer no guarantee that the Company will achieve long-term
or immediate short-term earnings from any Business Combination.



Our
sole officer and director has never been a principal of, nor has he ever been affiliated with, a company formed with a business
purpose similar to ours.



Our
sole officer and director has never served as an officer or director of a development stage public company with the business purpose
of acquiring a Target Business. Furthermore, our officer and director has never been involved with a public shell company of any
sort. Accordingly, you may not be able to adequately evaluate his ability to consummate successfully a Business Combination. Moreover,
our officer and director does not have experience evaluating or conducting due diligence with respect to companies in connection
with a Business Combination and he may not uncover all material information about a Target Business prior to a Business Combination
nor may he accurately assess a Target Company's business or management. Management's failure to conduct complete and accurate
due diligence or accurately assess the future strength of a Target Business could have a significant negative impact on our operations
and could cause our stockholders to lose entire investment.



We
do not have a specific plan for identifying Target Businesses and we cannot estimate or predict when or if we ever will affect
a Business Combination.



Our
management does not have any specific plan or process for identifying a Target Business or effectuating a Business Combination.
The business of the Company is predicated upon relationships built by management and the ongoing effort to develop new contacts
through which management is introduced to potential Target Businesses. Moreover, given the wide ranging variables inherent in
its business, management cannot predict the amount of time required to effectuate a Business Combination nor the amount of funds
required therefor. In light of these factors, we cannot assure investors that we ever will consummate a Business Combination.



Our
sole officer and director will apportion his time to other businesses which may cause conflicts of interest in his determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate
a Business Combination.



Our
officer/ director engages in other businesses and is not required to devote his full time or any specific number of hours to our
affairs, which could create a conflict of interest when allocating his time between our operations and his other commitments.
We do not have and do not expect to have any full time employees prior to the consummation of a Business Combination. If our officer
/director’s other business affairs require him to devote more substantial amounts of time to such affairs, it could limit
his ability to devote time to our affairs and could have a negative impact on our ability to consummate a Business Combination.
We cannot assure you that these conflicts will be resolved in our favor.



Our
future success is dependent on the ability of management to complete a Business Combination with a Target Business that operates
profitably.



The
nature of our operations is highly speculative. We may not be able to enter into a Business Combination. If we do, the future
success of our plan of operation will depend on the operations, financial condition and management of the Target Business we may
acquire. While management is seeking to enter into a Business Combination with an entity having an established, profitable operating
history and effective management, we cannot assure you that we will be successful in consummating a Business Combination with
a candidate that meets that those criteria. We can not assure you that, even if we consummate a Business Combination, the Company
will realize any short-term or long-term earnings.



We
have no existing agreement for a Business Combination or other transaction.



We
presently have no written arrangement or agreement to engage in a Business Combination. We cannot assure you that we will successfully
identify and evaluate suitable business opportunities or that we will enter into a Business Combination. Management has not identified
any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate
a Business Combination on favorable terms, if at all.



The
time and cost of preparing a private company to become a public reporting company may preclude us from entering into a Business
Combination with the most attractive private companies.



Target
companies that we may investigate that fail to comply with SEC reporting requirements, financial and otherwise, may delay or preclude
a Business Combination. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about
significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that
target entities will incur to prepare these statements may significantly delay or essentially preclude the consummation of a Business
Combination. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements
may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.



(8)









If
we affect a Business Combination with a financially unstable company or an entity in the early stage of development or growth,
we will be subject to greater risks than if we were to affect a Business Combination with a more established company with a proven
record of earnings and growth.



Given
our financial and personnel resources compared to those of our competitors, we may be limited to consummating a Business Combination
with a company that is financially unstable or is in the early stage of development or growth, including an entity without established
records of sales or earnings. To the extent we affect a Business Combination with a financially unstable or early stage or emerging
growth company, we may be impacted by numerous risks inherent in the business and operations of such company that we would not
be subject to if we were to affect a Business Combination with a more seasoned company with a proven record of earnings and growth.



We
likely will complete only one Business Combination, which will cause us to be dependent solely on a single business and a limited
number of products, services or assets.



Given
our limited financial resources and other considerations, it is likely we will complete a Business Combination with only one Target
Business. Accordingly, the prospects for our success may be solely dependent upon the performance of a single business and dependent
upon the development or market acceptance of a single or limited number of products, processes or services. In this case, we will
not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several Business Combinations or asset acquisitions in different industries
or different areas of a single industry so as to diversify risks and offset losses.



Given
our limited resources and the significant competition for Target Businesses, we may not be able to consummate an attractive Business
Combination.



We
will encounter intense competition from other entities having a business objective similar to ours, including blank check companies,
finance companies, banks, venture capital funds, leveraged buyout funds, operating businesses and other financial buyers competing
for acquisitions. Many of these entities are well established and have extensive experience in identifying and affecting Business
Combinations directly or through affiliates. Nearly all of these competitors possess greater financial, technical, human and other
resources than we do and our financial resources will be negligible when contrasted with those of many of these competitors. In
addition, we will experience direct competition from other modestly capitalized shell companies that are seeking to enter into
business combinations with targets similar to those we expect to pursue.



It
is likely that we will consummate a Business Combination with a private company for which limited information will be available
to conduct due diligence.



We
likely will enter into a Business Combination with a privately-held company. Generally, very little public information exists
about these companies or their management and we will be required to rely on the ability of our management to obtain adequate
information to evaluate the potential success of entering into a transaction with such a company. In addition, our management
will only devote limited time to the business of the Company and will have available to it extremely limited financial resources
with which to conduct due diligence. If our assessment of the Target Business’s operations and management is inaccurate
or we are unable to uncover all material information about these companies, then we may not make a fully informed investment decision,
and we may lose money on our investments.



If
we consummate a Business Combination by way of an acquisition, stockholders may not have an opportunity to vote on the transaction.



If
we consummate a Business Combination by way of an acquisition of the capital stock or assets of the Target Business, the transaction
may be accomplished in the sole determination of management without any vote or approval by our securityholders. Accordingly,
holders of our securities at the time of any Business Combination may not have an opportunity to evaluate the Target Business
or its management and will have to rely on the judgment of management in assessing the future profitability and viability of the
Target Business.



Since
we have not yet selected a particular industry or Target Business with which to complete a Business Combination, we are unable
to ascertain the merits or risks of the industry or business in which we may ultimately operate at this time.



We
are currently in the process of evaluating and identifying targets for a Business Combination. However, our plan of operation
permits our board of directors to consummate a Business Combination with a company in any industry it chooses and is not limited
to any particular industry or type of business. Accordingly, there is no current basis to evaluate the possible merits or risks
of the particular industry in which we may ultimately operate or the Target Business that we may ultimately acquire. To the extent
we complete a Business Combination with a company that does not have a stable history of earnings and growth or an entity in a
relatively early stage of its development, we will be affected by numerous risks inherent in the business operations of those
entities. If we complete a Business Combination with an entity in an industry characterized by a high level of risk, we will be
affected by the currently unascertainable risks of that industry. Such risks, among other things, could preclude the Company's
ability to secure financing for operations after a Business Combination, should it be required. Although our management will endeavor
to evaluate the risks inherent in a particular industry or Target Business, we cannot assure you that we will properly ascertain
or assess all of the significant risk factors. Even if we properly assess those risks, some of them may be outside of our control.



(9)







A
Business Combination with a foreign company may subject us to additional risks.



If
we enter into a Business Combination with a foreign entity, we will be subject to all of the risks inherent in business operations
outside of the United States. These risks include:



|· | unexpected
    changes in, or impositions of, legislative or regulatory requirements;                                    
|- | -------------------------------------------------------------------------------------------------------------------------
|· | foreign
    currency exchange rate fluctuations;                                                                         
|· | potential
    hostilities and changes in diplomatic and trade relationships;                                             
|· | changes
    in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade;
|· | burdens
    of complying with a wide variety of foreign laws and regulations;                                            
|· | longer
    payment cycles and difficulties collecting receivables through foreign legal systems;                         
|· | difficulties
    in enforcing or defending agreements and intellectual property rights;                                  
|· | reduced
    protection for intellectual property rights in some countries;                                               
|· | potentially
    adverse tax consequences; and                                                                            
|· | political
    and economic instability                                                                                   



If
the Target Business with which we enter a Business Combination does not successfully manage these risks among others that we may
not identify at the time of a Business Combination, our business may be negatively impacted.



Our
long-term success will be dependent in large part upon the management team of the Target Business, which may be difficult to fully
evaluate.



After
a Business Combination, our long-term success we will be dependent upon the management team of the Target Business. Although we
intend to scrutinize the management team of a prospective Target Business as closely as possible in connection with evaluating
the desirability of affecting a Business Combination, we cannot assure you that our assessment of the management team will prove
to be correct. These individuals may be unfamiliar with the complex disclosure and financial reporting requirements imposed on
U.S. public companies and other requirements of operating a public company, which could divert their attention from their core
business to the determent of the operating results of the Target Business.



If
we are unable to structure the Business Combination as a “tax free” transaction, potential Target Businesses could
be deterred from entering into such a transaction with our Company.



We
may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could
deter third parties from entering into certain Business Combinations with us. Currently, a transaction may be structured so as
to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure
any Business Combination so as to minimize the federal and state tax consequences to both us and the target entity and the respective
stockholders of each company; however, we cannot guarantee that the Business Combination will meet the statutory requirements
of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets.
A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse affect
on all parties to the transaction.



We
have not conducted any market research concerning prospective business opportunities, which may affect our ability to identify
a Target Business.



We
have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a Business Combination as contemplated by us. There is no assurance
that we will be able to enter into a Business Combination on terms favorable to us. Decisions as to which business opportunity
to participate in will be unilaterally made by our management, which, in many cases, may act without the consent, vote or approval
of our stockholders.



Numerous
external forces, including the recent financial crisis, could negatively affect our businesses, results of operations and financial
condition.



Numerous
external forces, including the state of global financial markets and general economic conditions, lack of consumer confidence,
lack of availability of credit, interest rate and currency rate fluctuations and national and international political circumstances
(including wars and terrorist acts) could negatively affect our business, results of operations and financial condition. The ongoing
global financial crisis affecting the banking system, financial markets and financial institutions has resulted in a tightening
in the credit markets, a low level of liquidity in many financial markets and extreme volatility in credit and equity markets.
The length of time or severity with which these conditions may persist is unknown. As a consequence, companies that otherwise
may have considered becoming public as a result of a reverse acquisition may elect to delay or forego entirely such plans because
of the impact of the global financial crisis on their operations, their inability to obtain financing to grow their operations
and the costs they will required to incur associated with being a public company, among other reasons. Accordingly, it may be
more difficult and take more time to identify a suitable and willing Target Business and consummate a Business Combination.



The
Company may be subject to further government regulations which would adversely affect our operations.



Although
we are subject to the reporting requirements of the Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the
business of investing or trading in securities. If we engage in business combinations which will result in our holding passive
investment interests in a number of entities, we could be subject to regulations under the Investment Company Act. If so, we would
be required to register as an investment company and could be expected to incur significant registration and compliance costs.
We have received no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation
of the Investment Company Act could subject us to material adverse consequences.



We
have no independent audit committee. Our full board of directors functions as our audit committee and is comprised of one director
who is not considered independent. This may hinder our board of directors’ effectiveness in fulfilling the functions of
the audit committee.



Currently,
we have no independent audit committee, though we are not required to have one. Our full board of directors functions as our audit
committee and is comprised of a single director who is not considered to be “independent” in accordance with the requirements
of Rule 10A-3 under the Exchange Act. An independent audit committee plays a crucial role in the corporate governance process,
assessing a company’s processes relating to its risks and control environment, overseeing financial reporting, and evaluating
internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being
independent from management in its judgments and decisions and its ability to pursue the committee’s responsibilities without
undue influence. We do not expect to create an independent audit committee, which could compromise the management of our business.





(10)









Limitations
on liability and indemnification matters.



As
permitted by the corporate laws of the State of Nevada, we have included in our articles of incorporation a provision to eliminate
the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors,
subject to certain exceptions, including, for example, if the directors did not act in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, our bylaws provide that we are required
to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection
with proceedings against them for which they may be indemnified.



Our
compliance with changing laws and rules regarding corporate governance and public disclosure may result in additional expenses
to us which, in turn, may adversely affect our ability to continue our operations.



Keeping
abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure,
including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved for listing on either an
automated quotation system or a registered exchange, and system or stock exchange rules, will require an increased amount of management
attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards,
which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating
activities to compliance activities. This could have an adverse impact on our operations.

We
expect to issue a significant number of new shares of capital stock in a Business Combination, which will result in substantial
dilution and a change in control of ownership of the Company.



Our
articles of incorporation authorize the issuance of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Any Business Combination affected by us may result in the issuance of additional securities without stockholder approval and may
result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common
stock issued in any such transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an
additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors has the
power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares
of common stock or preferred stock are issued in connection with a Business Combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected





We
may issue preferred stock which may have greater rights than our common stock.



Our
Articles of Incorporation authorize our Company to issue up to 10,000,000 shares of blank check preferred stock. Currently, no
preferred shares have been issued; however, we can issue shares of our preferred stock in one or more series and can set the terms
of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may
rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our
common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common
stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any,
of our common stock.



There
are significant restrictions on the transferability of outstanding shares of our common stock.



None
of the outstanding shares of our common stock have been registered under the Securities Act or the securities laws of any state
and, consequently, they may not be resold, transferred or otherwise disposed of under federal securities laws unless such transaction
is registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under
the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such
transfer does not require registration under the Securities Act. Persons who acquired our common stock prior to a Business Combination
will not be entitled to rely on Rule 144 under the Exchange Act for the resale of our securities unless and until (i) we cease
to be a shell company, (ii) at the time of the sale we are reporting under the Exchange Act, (iii) we have filed all Exchange
Act reports and material required to be filed during the preceding 12 months, and (iv) at least one year has elapsed from the
time that we file the disclosure required by the SEC reflecting the fact that we are no longer a shell company. These restrictions
will limit the ability of our stockholders to liquidate their investment.



We
have not registered or qualified any shares of our class of our common stock for resale under the Blue Sky laws of any state,
which will limit the liquidity of the common stock.



The
Company has not registered or qualified its class of common stock for resale or trading under the Blue Sky laws of any state and
current management does not anticipate doing so. Current stockholders and persons who desire to purchase our common stock should
be aware that significant state Blue Sky law restrictions may limit our stockholders from selling their shares and potential purchasers
from acquiring our common stock.



Because
we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not
be able to attract the attention of major brokerage firms.



Additional
risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities
analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend
the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings
on behalf of our post-merger company in the future.



(11)











The
absence of an established trading market will limit the ability of stockholders to dispose of their common stock.



There
is currently no public trading market for any of our securities. The Company will not seek to list any of our securities on any
exchange or have them quoted on an automated quotation system or over-the-counter market. Any decision to initiate public trading
of our common stock will be in the discretion of management of a Target Company with which we consummate a Business Combination.
Since stockholders will not be able to sell their shares, stockholders should consider their liquidity needs with respect to the
securities and should be prepared to hold their shares for an indefinite period.





We
cannot assure you that following a Business Combination with an operating business, our common stock will be listed or admitted
to quotation on any securities exchange or other trading medium, which will limit the liquidity of the shares.



Following
a Business Combination, new management may seek to initiate a public market for our common stock. However, we cannot assure you
that following such a transaction, our Company as then constituted will meet the initial listing standards of any stock exchange
or that our common stock will be admitted for quotation on the over the counter bulletin board or commence trading on any other
medium. If our common stock does not trade publicly, holders may not be able to sell common stock.



The
designation of our common stock as a "penny stock" would limit the liquidity of the shares.



Our
common stock after a Business Combination may be deemed a “penny stock” as that term is defined under Rule 3a51-1
of the Exchange Act. Generally, a "penny stock" is a common stock that is not listed on a securities exchange and trades
for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks
in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers
of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny
stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers
with bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that
the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to the purchase. Many
brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity
in penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty
selling their shares.



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



In
addition to the “penny stock” rules described above, 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 stocks in any market
that develops for our common stock in the future, which may limit the ability to buy and sell our stock and which will have an
adverse effect on any market that develops for our shares.



We
have never paid dividends on our common stock.



We
have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. In the
unlikely event we generated profits prior to a Business Combination, we expect to retain such earnings and re-invest them into
the Company to further its business strategy.



Item
1B. Unresolved Staff Comments.



Not
Applicable.



Item
2. Properties.



We
maintain our principal executive offices at 14452 Laurel Tree Lane, Huntersville, N. C. 28078, where our President maintains a
business office. We use this office space free of charge. We believe that this space is sufficient for our current requirements.
The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to
the consummation of a Business Combination, if ever.







Item
3. Legal Proceedings.



The
Company presently is not a party to, nor is management aware of, any pending, legal proceedings.



Item
4. Reserved





(12)









PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market
Information



As
of September 27 , 2011, there was one holder of record of 1,500,000 outstanding shares of our common stock.



Our
common stock does not trade, nor is it admitted to quotation, on any stock exchange or other trading facility. Management has
no present plan, proposal, arrangement or understanding with any person with regard to the development of a trading market in
any of our securities. Any decision to initiate public trading of our common stock will be in the discretion of management of
a Target Company with which we consummate a Business Combination. We cannot assure you that a trading market for our common stock
will ever develop. We have not registered our class of common stock for resale under the blue sky laws of any state and current
management does not anticipate doing so. The holders of shares of common stock, and persons who may desire to purchase shares
of our common stock in any trading market that might develop in the future, should be aware that, in addition to transfer restrictions
imposed by federal securities laws, significant state blue sky law restrictions may exist which could limit the ability of stockholders
to sell their shares and limit potential purchasers from acquiring our common stock.



We
are not obligated by contract or otherwise to issue any securities and there are not outstanding any securities that are convertible
into or exchangeable for shares of our common stock.



Shares
Available for Future Sale



All
outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated
under the Securities Act, because they were issued in a private transaction not involving a public offering. Accordingly, none
of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless
such transaction is registered under the Securities Act or an exemption from registration is available. In connection with any
transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the
Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require
registration of such transferred shares under the Securities Act.



Rule
144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies,
as we are, unless the following conditions are met:



|· | the
    issuer of the securities that was formerly a shell company has ceased to be a shell company;                                                                                                                                                                                              
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | the
    issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;                                                                                                                                                                             
|· | the
    issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
    12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports
    on Form 8-K; and
|· | at
    least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its
    status as an entity that is not a shell company.                                                                                                           



Neither
the Company nor its officer and director has any present plan, proposal, arrangement, understanding or intention of selling any
unissued or outstanding shares of common stock in the public market subsequent to a Business Combination. Nevertheless, in the
event that a substantial number of shares of our common stock were to be sold in any public market that may develop for our securities
subsequent to a Business Combination, such sales may adversely affect the price for the sale of the Company's common stock securities
in any such trading market. We cannot predict what effect, if any, market sales of currently restricted shares of common stock
or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.



Dividends.



We
have not paid any dividends on our common stock to date and do not presently intend to pay cash dividends prior to the consummation
of a Business Combination.



The
payment of any dividends subsequent to a Business Combination will be within the discretion of our then seated board of directors.
Current management cannot predict the factors which any future board of directors would consider when determining whether or when
to pay dividends.



Repurchases
of Equity Securities



None.



Recent
Sales of Unregistered Securities.



The
Company did not issue or sell any securities during the fiscal year ended June 30, 2011.



(13)









Item
6. Selected Financial Data.



The
information to be furnished under this Item 6 is not required of smaller reporting companies, as such term is defined by Item
10 of Regulation S-K.



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



The
following plan of operation provides information which management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto.
The following discussion and analysis contains forward-looking statements which involve risks and uncertainties. Our actual results
may differ significantly from the results, expectations and plans discussed in these forward looking statements.



General.



We
were formed to serve as a vehicle to acquire, through a capital stock exchange, reverse acquisition, reverse merger, asset acquisition
or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting
corporation under the Exchange Act. We have neither engaged in any operations nor generated any revenues during the twelve-month
period ended June 30, 2011, our fiscal year end.

.

We
are currently in the process of evaluating and identifying targets for a Business Combination. We are not presently engaged in,
and will not engage in, any substantive commercial business until we consummate a Business Combination.



Our
management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established
any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection
with our current and proposed operations and plans, including those enumerated under "Item 1A Risk Factors." By way
of example, we will be affected by the risks inherent in the business and operations of the Target Business and, if such business
is a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor
to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess
all significant risk factors.



We
expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal
to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher
percentage), in order to ensure that Business Combination qualifies as a “tax free” transaction under federal tax
laws). The issuance of additional shares of our capital stock will significantly reduce the equity interest of our stockholders
as of the date of the transaction and will likely result in the resignation or removal of our management as of the date of the
transaction.



Our
management anticipates that the Company will affect only one Business Combination, due primarily to our financial resources and
the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan
to offer a controlling interest to a Target Business in order to achieve a tax-free reorganization. This lack of diversification
should be considered a substantial risk in investing in us, because it will concentrate the chance for our success into a single
business and not permit us to offset potential losses from one venture against potential gains from another.



Management
anticipates that the selection of a Target Business and the consummation of a Business Combination will be complex and extremely
risky and cannot assure investors that the Company ever will enter into such a transaction or that if we do consummate of a Business
Combination that the Company will achieve long-term or immediate short-term earnings.



Liquidity
and Capital Resources.



As
of June 30, 2011, the Company had total assets of $1,251, comprised exclusively of cash.  This compares with assets
of $966, comprised exclusively of cash, as of June 30, 2010. The Company’s current liabilities as of June 30, 2011 totaled
$59,413, comprised principally of amounts due to its stockholders and evidenced by promissory notes that bear interest at the
rate of 8% per year. This compares with liabilities of $41,452 comprised exclusively of monies due to stockholders, as of June
30, 2010. At June 30, 2011, we had negative working capital of $58,162. The Company can provide no assurance that it can continue
to satisfy its cash requirements for at least the next twelve months.



(14)









The
following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the
years ended June 30, 2011 and June 30, 2010.



|                                                         |  | Fiscal
    Year Ended June 30, 2011 |         | Fiscal
    Year Ended June 30, 2010
|-------------------------------------------------------- |  | ----------------------------------- | ------- | -----------------------------------
|Net cash (used in) operating
    activities              |  | $                                   | (14,010 | )                                  
|Net cash provided
    by financing activities            |  |                                     | 14,295  |                                    
|Net increase (decrease) in cash and
    cash equivalents |  |                                     | 285     |                                    



The
Company has nominal assets and has generated no revenues since inception. Our current assets will not be sufficient to cover our
operating costs and expenses over the next twelve months during which time we will incur costs and expenses in connection with
the preparation and filing of reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur
in connection with entering into a Business Combination. These costs are hard to quantify given the multitude of variables associated
with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate
a Business Combination with a profitable Target Business, if ever.



To
date, we have funded our operations through loans from our stockholder. Our current stockholder has advised us that it expects
to fund additional costs and expenses that we will incur in connection with our operations, including as may be required to file
reports under the Exchange Act, for due diligence activities and to consummate a Business Combination, through loans or further
investment in the Company, as and when necessary. However, it is not bound to do so. If continued funding and capital resources
are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.



We
cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business,
to conduct effective due diligence as to any Target Business or to consummate a Business Combination. As a result of our negative
working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include
a note in which our auditor has expressed doubt about our ability to continue as a “going concern.”





Results
of Operations.



Since
our inception, we have not engaged in any revenue generating activities or realized any revenues. It is unlikely the Company will
have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It
is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The
Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.



We
reported a net loss for the year ended June 30, 2011 of $17,676, compared to a net loss for the year ended June 30, 2010 of $14,969.
Our expenses consist principally of professional fees and filing costs in connection with satisfying our reporting obligations
under the Exchange Act.



We
do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with
a Target Business, if ever. We cannot provide investors with any assessment as to the nature of a Target Business’s operations
or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating
revenues or its future prospects.



Critical
Accounting Policies and Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, 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. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance
for sales returns and doubtful accounts, inventory valuation, business combination purchase price allocations, our review for
impairment of long-lived assets, intangible assets and goodwill, income taxes and stock-based compensation expense. Actual results
may differ from these judgments and estimates, and they may be adjusted as more information becomes available. Any adjustment
may be significant.



An
accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes
in the estimate that are reasonably likely to occur may materially impact the financial statements. We refer readers to Note C
to our audited financial statements for the year ended June 30, 2011 filed with this Annual Report.



Recent
Accounting Pronouncements



See
Note C contained in the “Notes to the Consolidated Financial Statements” for a discussion of new and recently adopted
accounting pronouncements.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk.



The
information to be furnished under this Item 7A is not required of smaller reporting companies, as such term is defined by Item
10 of Regulation S-K.





(15)







Item
8. Financial Statements and Supplementary Data.



FINANCIAL
STATEMENT INDEX



|Independent
    Auditor’s Report                                                                                                            | 17
|------------------------------------------------------------------------------------------------------------------------------------------- | --
|Balance Sheets for
    the years ended June 30, 2011 and 2010                                                                               | 18
|Statement of Operations
    for the years ended June 30, 2011 and 2010 and cumulative since inception (September 26, 2007) to June 30, 2011 | 19
|Statement of Stockholders’
    Deficit as of June 30, 2011                                                                                  | 20
|Statement of Cash
    Flows for the years ended June 30, 2011 and 2010 and cumulative since inception (September 26, 2007) to June 30, 2011 | 21
|Notes to Financial
    Statements                                                                                                           | 22







(16)











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board
of Directors

Bonanza
One, Inc.



We
have audited the accompanying balance sheets of Bonanza One, Inc.as of June 30, 2011 and 2010 and the related statements of operations,
changes in stockholders’ equity (deficit), and cash flows for the two years then ended. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bonanza
One, Inc. as of June 30, 2011 and 2010, and the results of its operations, changes in stockholders’ equity (deficit) and
cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note B to the financial statements, the Company has insufficient working capital, a stockholders’ deficit and recurring
net losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding
those matters also are described in Note B. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/ Bongiovanni
& Associates, CPA’s

Bongiovanni
& Associates, CPA’s

Cornelius,
North Carolina

September
16, 2011









(17)













|Bonanza
    One, Inc.                                                
|---------------------------------------------------------------------
|(A Development
    Stage Company)                                    
|Balance
    Sheets                                                   
|                                                                     
|                                                                     
|                                                                     
|ASSETS                                                               
|CURRENT ASSETS:                                                      
|Cash                                                                 
|TOTAL
    CURRENT ASSETS                                             
|                                                                     
|TOTAL
    ASSETS                                                     
|                                                                     
|LIABILITIES AND
    STOCKHOLDERS' DEFICIT                            
|CURRENT LIABILITIES:                                                 
|Note payable to a
    related party                                  
|Accrued
    interest payable to a related party                      
|TOTAL CURRENT LIABILITIES                                            
|                                                                     
|TOTAL
    LIABILITIES                                                
|                                                                     
|STOCKHOLDERS' DEFICIT                                                
|Preferred stock ($0.0001
    par value; 10,000,000 shares authorized;
|no shares issued and
    outstanding)                                
|Common stock ($0.0001
    par value; 100,000,000 shares authorized:  
|1,500,000 issued and
    outstanding)                                
|Additional paid in
    capital                                       
|Deficit
    accumulated during development stage                     
|TOTAL
    STOCKHOLDERS' DEFICIT                                      
|                                                                     
|TOTAL
    LIABILITIES AND STOCKHOLDERS' DEFICIT                      





The
accompanying notes are an integral part of these financial statements



(18)















|Bonanza One, Inc.                                     
|------------------------------------------------------
|(A Development Stage
    Company)                     
|Statements of Operations                              
|                                                      
|                                                      
|                                                      
|REVENUES:                                             
|Revenues                                              
|Total revenue                                         
|                                                      
|EXPENSES:                                             
|Selling, general and administrative                   
|Professional fees                                     
|Total expenses                                        
|                                                      
|OTHER INCOME/(EXPENSE)                                
|Interest expense                                      
|Total other income/(expense)                          
|                                                      
|NET (LOSS)                                            
|                                                      
|Basic and fully diluted net loss
    per common share:
|                                                      
|Weighted average common shares outstanding            





The
accompanying notes are an integral part of these financial statements





(19)









|Bonanza One, Inc.                     
|--------------------------------------
|(A Development Stage
    Company)     
|Statement of Stockholders'
    Deficit
|                                      
|                                      
|                                      
|                                      
|Balances, June 5, 2007 (inception)    
|                                      
|Net loss for the year                 
|                                      
|Issuance of common shares             
|                                      
|Balances, June 30, 2008               
|                                      
|Net loss for the year                 
|                                      
|Balances, June 30, 2009               
|                                      
|Net loss for the year                 
|                                      
|Balances, June 30, 2010               
|                                      
|Net loss for the period               
|                                      
|Balances, June 30, 2011               





The
accompanying notes are an integral part of these financial statements





(20)















|Bonanza One, Inc.                                                       
|------------------------------------------------------------------------
|(A Development Stage Company)                                           
|Statement of Cash Flows                                                 
|                                                                        
|                                                                        
|                                                                        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   
|Net (loss)                                                              
|Adjustments to reconcile net (loss) to net
    cash (used in) operations
|Changes in assets and liabilities:                                      
|Increase in accrued interest
    expense-related party                  
|NET CASH (USED IN) OPERATING
    ACTIVITIES                             
|                                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   
|Proceeds from note payable-related party                                
|Repayments of note payable-related party                                
|Issuance of shares                                                      
|NET CASH PROVIDED BY FINANCING
    ACTIVITIES                           
|                                                                        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    
|                                                                        
|CASH AND CASH EQUIVALENTS,                                              
|BEGINNING OF THE YEAR                                                   
|                                                                        
|END OF THE YEAR                                                         
|                                                                        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                      
|CASH PAID DURING THE PERIOD FOR:                                        
|Interest                                                                
|Taxes                                                                   







The
accompanying notes are an integral part of these financial statements







(21)













BONANZA ONE,
INC.

NOTES TO THE
AUDITED FINANCIAL STATEMENTS

AS OF JUNE
30, 2011





NOTE
A- ORGANIZATION, BUSINESS, AND OPERATIONS



Business
Activity- Bonanza One, Inc. (the “Company”) was organized under the laws of the State of Nevada on September 26,
2007 as a corporation with a year end of June 30. The Company’s objective is to acquire or merge with a target business
or company in a business combination.



NOTE
B—GOING CONCERN

The
accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets
and discharge its liabilities in the normal course of business.  As reflected in the accompanying financial statements,
the Company has a deficit accumulated during the development stage of $58,312, used cash from operations of $49,194 since its
inception, and has a working capital deficiency of $58,162 at June 30, 2011.



The
Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due.  The Company’s ability to continue as a going concern is also dependent on its ability to
find a suitable target company and enter into a possible reverse merger with such company.  Management’s plan
includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however
there is no assurance of additional funding being available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that
might arise as a result of this uncertainty.



NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.



Cash
and Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original
maturity of three months or less to be cash equivalents.



Management’s
Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements
above reflect all of the costs of doing business.



Revenue
Recognition-The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when all of the following criteria are met:



|(i)   | persuasive
    evidence of an arrangement exists,                        
|----- | -------------------------------------------------------------------------
|(ii)  | the
    services have been rendered and all required milestones achieved,
|(iii) | the
    sales price is fixed or determinable, and                        
|(iv)  | collectability
    is reasonably assured.                                



Comprehensive
Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10
of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.

Net
Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares
outstanding as of June 30, 2011.





(22)















BONANZA ONE,
INC.

NOTES TO THE
AUDITED FINANCIAL STATEMENTS

AS OF JUNE
30, 2011





NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Deferred
Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred
income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected
to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that
includes the enactment date.



Fair
Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable
approximate fair value based on the short-term maturity of these instruments.



Impairment
of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section
360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure
requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash
flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted
future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets
were recognized during the year ended June 30, 2011.



Stock-Based
Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth
in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires
a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee
is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation
cost is recognized for equity instruments for which employees do not render the requisite service.



Fair
Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards
Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37
establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.
GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements
and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair
value hierarchy defined by Paragraph 820-10-35-37 are described below:



|Level
    1 | Quoted
    market prices available in active markets for identical assets or liabilities as of the reporting date.                                                 
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                    
|Level
    2 | Pricing
    inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
    as of the reporting date.
|            |                                                                                                                                                                    
|Level
    3 | Pricing
    inputs that are generally observable inputs and not corroborated by market data.                                                                       







The
carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their
fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of
such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar
financial arrangement at June 30, 2011.





(23)









BONANZA ONE,
INC.

NOTES TO THE
AUDITED FINANCIAL STATEMENTS

AS OF JUNE
30, 2011





NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



The
Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently,
the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2011, nor gains
or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating
to those assets and liabilities still held at the reporting date for the year ended June 30, 2011.



Recent
Accounting Pronouncements



In
March 2010, the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815). ASU No.
2010-11 update provides amendments to subtopic 815-15, Derivatives and hedging. The amendments clarify about the scope exception
in paragraph 815-10-15-11 and section 815-15-25 as applicable to the embedded credit derivatives. The ASU is effective on the
first day of the first fiscal quarter beginning after June 15, 2010. Therefore, for a calendar-year-end entity, the ASU becomes
effective on July 1, 2010. Early application is permitted at the beginning of the first fiscal quarter beginning after March 5,
2010



In
April 2010, the FASB issued Accounting Standard Update No. 2010-12. “Income Taxes” (Topic 740). ASU No.2010-12 amends
FASB Accounting Standard Codification subtopic 740-10 Income Taxes to include paragraph 740-10-S99-4. On March 30, 2010 The President
signed the Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23,
2010. FASB Codification topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to
be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated.” Therefore, the
different enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March
23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement
states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation
measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate
for registrants to analogize to this view in any other fact patterns.”



In
April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13
provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the
currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain
a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as
a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording
a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated
for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments
had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately.
Earlier application is permitted.



In
April 2010, the FASB issued Accounting Standards Update No.2010-14, “Accounting for Extractive Activities – Oil &
Gas” (Topic 932). ASU No. 2010-14 amends FASB accounting Standard paragraph 932-10-S99-1 due to SEC release no. 33-8995
[FR 78], Modernization of Oil and Gas Reporting and provides update as to amendments to SEC Regulation S-X, Rule 4-10.





(24)











BONANZA ONE,
INC.

NOTES TO THE
AUDITED FINANCIAL STATEMENTS

AS OF JUNE
30, 2011





Recent
Accounting Pronouncements (continued)

In
April 2010, the FASB issued Accounting Standard Update No. 2010-15. “Financial Services-Insurance” (Topic 944) ASU
No.2010-15 gives direction on how investments through separate accounts affect an insurer’s consolidation analysis of those
investments. Under the ASU: an insurance entity should not consider any separate account interests held for the benefit of policy
holders in an investment to be the insurer's interests and should not combine those interests with its general account interest
in the same investment when assessing the investment for consolidation, unless the separate account interests are held for the
benefit of a related party policy holder as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those
Subsections require the consideration of related parties. The amendments in this Update are effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments
in this Update should be applied retrospectively to all prior periods upon the date of adoption.



NOTE
D-SUPPLEMENTAL CASH FLOW INFORMATION



Supplemental
disclosures of cash flow information for the years ended June 30, 2011 and 2010 is summarized as follows:



Cash
paid during the years ended June 30, 2011 and 2010 for interest and income taxes:



|         |  |   | 2011 |  |  |   | 2010 | 
|-------- |  | - | ---- |  |  | - | ---- | 
|Interest |  | $ | —    |  |  | $ | —    | 
|Taxes    |  | $ | —    |  |  | $ | —    | 



NOTE
E-SEGMENT REPORTING



The
Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure
on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and
major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2011.



NOTE
F-INCOME TAXES



Due
to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred federal
or state income taxes for year ended June 30, 2011.



Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for federal and state income tax purposes.



The
Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of June 30, 2011 is as follows:



|Total Deferred Tax Asset |  | $ | 19,826  |  
|------------------------ |  | - | ------- | -
|Valuation Allowance      |  |   | (19,826 | )
|Net Deferred Tax Asset   |  |   | —       |  



The
reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the period from inception
through June 30, 2011 and 2010 is as follows:



|                                                  |  |  | 2011 |   |  |  | 2010 |  
|------------------------------------------------- |  |  | ---- | - |  |  | ---- | -
|Income tax computed at the federal statutory rate |  |  | 34   | % |  |  | 34   | %
|State income tax, net of federal tax benefit      |  |  | 0    | % |  |  | 0    | %
|Total                                             |  |  | 34   | % |  |  | 34   | %
|Valuation allowance                               |  |  | -34  | % |  |  | -34  | %
|Total deferred tax asset                          |  |  | 0    | % |  |  | 0    | %



Because
of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance increased by approximately $6,010 and $5,089 for the years ending June 30, 2011 and 2010, respectively.



As
of June 30, 2011, the Company had a federal and state net operating loss carry forward in the amount of approximately $58,312,
which expires in the year ending June 30, 2030.



(25)









BONANZA ONE,
INC.

NOTES TO THE
AUDITED FINANCIAL STATEMENTS

AS OF JUNE
30, 2011





NOTE
G-COMMITMENTS



As
of June 30, 2011, the Company had no commitments.



NOTE
H-CAPITAL STOCK



The
Company is authorized to issue 100,000,000 common shares at $0.0001 par value per share.



During
the years ended June 30, 2011 and 2010, the Company issued no common stock.



As
of June 30, 2011, the Company has the following shares of common stock outstanding:



|Name         |  | Number
    of common shares
|------------ |  | ---------------------------
|John Holcomb |  |                            
|             |  |                            



The
Company is authorized to issue 10,000,000 preferred shares at $0.0001 per share.



During
the years ended June 30, 2011 and 2010, the Company issued no preferred stock. No shares of preferred stock have been issued as
of June 30, 2011.



NOTE
I-DEVELOPMENT STAGE COMPANY



The
Company is in the development stage as of June 30, 2011 and to date has had no significant operations. Recovery of the Company
assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s
development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing
to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.



NOTE
J—NOTE PAYABLE TO A RELATED PARTY AND ACCRUED INTEREST



The
Company has signed various promissory notes with a partnership that is owned by the Company’s major shareholder. The total
amount outstanding of the note is $50,295 and is payable upon demand and bears interest at 8% per year. The interest accrued,
but not paid as of June 30, 2011 is $9,118.







(26)







Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



On
September 3, 2010, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission to disclose that
it dismissed Traci J. Anderson, CPA’s (“TJA”) as its independent registered public accountants as of August
26, 2010, as required by Item 4.01. Change in Registrant’s Certifying Accountant thereof (the “8-K”). TJA had
audited our financial statements as of June 30, 2008 and 2009 and for the period from September 26, 2007 (date of inception) to
June 30, 2009. In the 8-K, the Company also disclosed that it had engaged Bongiovanni & Associates, CPA’s (“B&A”)
as its independent registered public accountants, effective September 6, 2010 (the “Engagement Date”), to (i) audit
the financial statements of the Company for the year ended June 30, 2010 and for the period from September 26, 2007 (date of inception)
to June 30, 2010 and (ii) re-audit the Company’s financial statements for the year ended June 30, 2009.  There
were no disagreements with TJA.



During
the period from September 26, 2007 (date of inception) and through the Engagement Date, the Company has not consulted with B&A
regarding either:



|(1) | the application of accounting
    principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
    on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was
    provided that B&A concluded was an important factor considered by the Company in reaching a decision as to the accounting,
    auditing or financial reporting issue; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | any matter that was either the subject
    of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto)
    or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).                                                                                                                                                                                              



Item
9A. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures;



As
of the end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive
Officer, who is our Principal Financial Officer, and who we refer to in this annual report as our PEO, an evaluation of the effectiveness
of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure
controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including our PEO, to allow timely decisions
regarding required disclosures. Based upon that evaluation, our PEO concluded that as of such date, our disclosure controls and
procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed,
summarized and reported within the time periods specified by the SEC as a result of the weakness in our internal controls described
below.



Management’s
Annual Report on Internal Control over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting, (“ICFR”) as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ICFR is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting
principles in the United States, or GAAP. A company’s ICFR includes those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the consolidated financial statements.



Because
of its inherent limitations, ICFR may not prevent or detect all misstatements. Also, projection of any evaluation of effectiveness
to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of ICFR will provide only
reasonable assurance with respect to financial statement preparation.







(27)









Management
assessed the effectiveness of our ICFR as of the end of the period covered by this report using the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated
Framework. Based on this evaluation, management concluded that, as of June 30, 2011, the Company’s ICFR was not effective
at the reasonable assurance level because we identified the following material weaknesses:







|1. |  | We
                                                                                                                                                  did
                                                                                                                                                  not
                                                                                                                                                  maintain
                                                                                                                                                  effective
                                                                                                                                                  controls
                                                                                                                                                  over
                                                                                                                                                  the
                                                                                                                                                  control
                                                                                                                                                  environment. 
                                                                                                                                                  Specifically,
                                                                                                                                                  we
                                                                                                                                                  have
                                                                                                                                                  not
                                                                                                                                                  developed
                                                                                                                                                  and
                                                                                                                                                  effectively
                                                                                                                                                  communicated
                                                                                                                                                  to
                                                                                                                                                  our
                                                                                                                                                  employees
                                                                                                                                                  our
                                                                                                                                                  accounting
                                                                                                                                                  policies
                                                                                                                                                  and
                                                                                                                                                  procedures. 
                                                                                                                                                  This
                                                                                                                                                  has
                                                                                                                                                  resulted
                                                                                                                                                  in
                                                                                                                                                  inconsistent
                                                                                                                                                  practices. 
                                                                                                                                                  Further,
                                                                                                                                                  our
                                                                                                                                                  directors
                                                                                                                                                  are
                                                                                                                                                  not
                                                                                                                                                  independent
                                                                                                                                                  nor
                                                                                                                                                  do
                                                                                                                                                  they
                                                                                                                                                  qualify
                                                                                                                                                  as 
                                                                                                                                                  audit
                                                                                                                                                  committee
                                                                                                                                                  financial
                                                                                                                                                  experts
                                                                                                                                                  as
                                                                                                                                                  defined
                                                                                                                                                  in
                                                                                                                                                  Item
                                                                                                                                                  407(d)(5)(ii)
                                                                                                                                                  of
                                                                                                                                                  Regulation
                                                                                                                                                  S-K.
                                                                                                                                                  Since
                                                                                                                                                  these
                                                                                                                                                  entity
                                                                                                                                                  level
                                                                                                                                                  programs
                                                                                                                                                  have
                                                                                                                                                  a
                                                                                                                                                  pervasive
                                                                                                                                                  effect
                                                                                                                                                  across
                                                                                                                                                  the
                                                                                                                                                  organization,
                                                                                                                                                  management
                                                                                                                                                  has
                                                                                                                                                  determined
                                                                                                                                                  that
                                                                                                                                                  these
                                                                                                                                                  circumstances
                                                                                                                                                  constitute
                                                                                                                                                  a
                                                                                                                                                  material
                                                                                                                                                  weakness
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | We
                                                                                                                                                  did
                                                                                                                                                  not
                                                                                                                                                  maintain
                                                                                                                                                  effective
                                                                                                                                                  controls
                                                                                                                                                  over
                                                                                                                                                  financial
                                                                                                                                                  statement
                                                                                                                                                  disclosure. 
                                                                                                                                                  Specifically,
                                                                                                                                                  controls
                                                                                                                                                  were
                                                                                                                                                  not
                                                                                                                                                  designed
                                                                                                                                                  and
                                                                                                                                                  in
                                                                                                                                                  place
                                                                                                                                                  to
                                                                                                                                                  ensure
                                                                                                                                                  that
                                                                                                                                                  all
                                                                                                                                                  disclosures
                                                                                                                                                  required
                                                                                                                                                  were
                                                                                                                                                  originally
                                                                                                                                                  addressed
                                                                                                                                                  in
                                                                                                                                                  our
                                                                                                                                                  financial
                                                                                                                                                  statements
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | There
                                                                                                                         existed
                                                                                                                         a lack
                                                                                                                         of segregation
                                                                                                                         of duties
                                                                                                                         in regard
                                                                                                                         to the
                                                                                                                         Company’s
                                                                                                                         financial
                                                                                                                         reporting,
                                                                                                                         procedures
                                                                                                                         for depositing
                                                                                                                         of funds,
                                                                                                                         procedures
                                                                                                                         for cash
                                                                                                                         disbursements,
                                                                                                                         procedures
                                                                                                                         for checkbook
                                                                                                                         entries,
                                                                                                                         period
                                                                                                                         close
                                                                                                                         procedures,
                                                                                                                         and procedures
                                                                                                                         for financial
                                                                                                                         statement
                                                                                                                         preparation
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





A
material weakness in ICFR is defined in Section 210.1-02(4) of Regulation S-X promulgated by the SEC as a deficiency, or combination
of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely. A significant deficiency is a deficiency, or a combination of deficiencies,
in ICFR that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight
of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks
of errors in financial reporting under current operations.



We
believe that the weaknesses in our disclosure controls and procedures and our internal control over financial reporting are a
direct consequence of our size, resource constraints and the nature of our business. We are a "shell company," as defined
under the Securities Act, in that we have no operations and nominal assets. We were organized to serve as a vehicle for a business
combination with an operating or development stage business and we have not engaged in any substantive business operations and
do not expect to engage in any such activities, unless and until we consummate a business combination. We have no full-time employees.



This
Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report



Changes
in Internal Control over Financial Reporting



There
were no changes in our internal control over financial reporting during the quarter ended June 30, 2011 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting, which internal controls will remain
deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time
management will be able to implement effective controls and procedures.



Item
9B. Other Information.



Since
the date the Company filed its last report, it has changed its address to 14452 Laurel Tree Lane, Huntersville, N. C. 28078, where
its telephone number is (704) 609 3425.



(28)











PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



The
table sets forth information as of the date of this report with respect to our management:



|Name                | Age | Title                     
|------------------- | --- | --------------------------
|John
    M. Holcomb | 73  | President
    and Director



John
M. Holcomb has been the president and a member of the board of directors since the Company’s inception. From 1984 to through
2005, Mr. Holcomb owned and operated Eastern Seaboard Packaging Inc., a manufacturer and wholesale distributor of a wide range
of packaging products with distribution centers in five states. Mr. Holcomb sold the business in December 2005 and currently manages
his personal investments.



The
term of office of our director expires at the Company's annual meeting of stockholders or until his successor is duly elected
and qualified. Our director is not compensated for serving as such. Officers serve at the discretion of the Board of Directors.



Section
16 Compliance



Section
16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to
file reports regarding ownership of and transactions in our securities with the Securities and Exchange Commissioner and to provide
us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain
reporting persons we believe that during fiscal year ended June 30, 2011, we believe that all eligible persons are in compliance
with the requirements of Section 16(a).



Code
of Ethics.



The
Company has not adopted a code of ethics. Given the nature of the Company’s business, its limited stockholder base and current
composition of management, the board of directors does not believe that the Company requires a code of ethics at this time. The
board of directors takes the position that management of a Target Business will adopt a code of ethics that will be suitable for
its operations after the Company consummates a Business Combination.



Audit
Committee.



The
board of directors has not established an audit committee nor adopted an audit committee charter, rather, the entire board of
directors serves the functions of an audit committee. Given the nature of the Company’s business, its limited stockholder
base and current composition of management, the board of directors does not believe that the Company requires an audit committee
at this time. The board of directors takes the position that management of a Target Business will make a determination as to whether
to establish an audit committee and to adopt an audit committee charter that will be suitable for its operations after the Company
consummates a Business Combination.



Stockholder
Communications.



The
board of directors has not adopted a process for security holders to send communications to the board of directors. Given the
nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors
does not believe that the Company requires a process for security holders to send communications to the board of directors at
this time. The board of directors takes the position that management of a Target Business will establish such a process that will
be appropriate for its operations after the Company consummates a Business Combination.





(29)









Item
11. Executive Compensation.



The
Company has not paid any compensation to any person since inception and will not pay any compensation until it affects a Business
Combination, at which time compensation shall be in the discretion of then current management. Current management expects to devote
only such time to the affairs of the Company as required to affect the Company’s business plan.



The
Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs
for the benefit of its employees.



The
Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base
and the current composition of management, the board of directors does not believe that the Company requires a compensation committee
at this time. The board of directors takes the position that management of a Target Business will take such action to establish
and seat a compensation committee that will be suitable for its operations at such time as the Company consummates a Business
Combination, if ever.



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



The
following table sets forth, as of September 27, 2011, certain information regarding beneficial ownership of our sole officer and
director, who is our only stockholder.



The
applicable percentage of ownership is based on 1,500,000 shares outstanding. There were no securities outstanding that were convertible
into or exchangeable or exercisable for shares of common stock. The address for named individual is c/o the Company.



|Name
    of Beneficial Owner                         |  | Amount
    of Beneficial Ownership |           | Percent
    of Outstanding Shares of Class Owned
|---------------------------------------------------- |  | ---------------------------------- | --------- | ------------------------------------------------
|John M. Holcomb                                      |  |                                    | 1,500,000 |                                                 
|All officers and directors as a group
    (1 person) |  |                                    | 1,500,000 |                                                 



Compensation
Plans.



We
have not adopted any compensation plans for the benefit of our employees, representatives or consultants. The Company does not
have outstanding any options, warrants or other rights outstanding that entitle anyone to acquire shares of capital stock.



Item
13. Certain Relationships and Related Transactions, and Director Independence.



Related
Party Transactions



The
Company utilizes office space provided free of charge by Mr. Holcomb. The Company will continue to maintain its offices at this
location until the consummation of a Business Combination, if ever.



During
the twelve months ended June 30, 2011, the Company borrowed an aggregate of $14,295 (net of the partial repayment of the outstanding
amount due under a promissory note to Mr. Holcomb, as described in the following paragraph) from Mr. Holcomb, our sole director,
officer and stockholder. Since inception, the Company has borrowed an aggregate of $50,295 from Mr. Holcomb. Each of the loans
is evidenced by a promissory note which is payable on demand with interest calculated at the rate of 8% per annum. The proceeds
from the loans have been utilized by the Company to cover the costs and expenses incurred in connection with the preparation and
filing of Exchange Act reports and the target entity selection and the due diligence process.



During
the twelve months ended June 30, 2011, the Company repaid an aggregate of $2,437 to John Holcomb of monies previously borrowed,
all of which represented the repayment of principal.



Director
Independence



The
Company has not established its own definition for determining whether its directors and nominees for directors are “independent”
nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system.



Current
management cannot predict whether incoming management of a Target Business upon the consummation of a Business Combination, if
such transaction occurs, will adopt a definition of “independence” or establish any committees of the board, such
as an audit committee, a compensation committee or nominating committee.





(30)









Item
14. Principal Accounting Fees and Services.



AUDIT
FEES. The aggregate fees billed for professional services rendered by Bongiovanni & Associates,, CPA’sfor the audit of the Company's annual financial statements for the fiscal years ending on June 30, 2011 and June 30, 2010
were $2,100 and $2,100, respectively. In addition, the Company paid Traci J. Anderson, CPA’s (“TJA”) the sum
of $2,500 in connection with the audit of the 2009 financial statements; however, upon the revocation of that firm’s registration
by the Public Company Accounting Oversight Board, the Company is not entitled to rely upon TJA’s audit report for 2009,
necessitating the re-audit of the 2009 financial statements by Bongiovanni & Associates, CPA’s. The aggregate fees billed for professional fees rendered in connection with the reviews of the financial statements included
in the Company's Quarterly Reports on Form 10-Q for the fiscal years ending June 30, 2011 and June 30, 2010 were $2,400 and $2,400,
respectively.



AUDIT-RELATED
FEES. We did not pay any audit related fees paid to our accountants for either of the past two fiscal years.



TAX
FEES. We did not pay any tax fees to our accountant for either of the past two fiscal years.



ALL
OTHER FEES. We did not pay any fees billed for services rendered for the past two fiscal years to our accountants, other than
the fees for audit services referenced above.



PRE-APPROVAL
POLICY. The Company has not established an audit committee nor adopted an audit committee charter. Rather, it is the responsibility
of the entire board of directors to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit
services to be performed by the independent auditors, such approval to take place in advance of such services when required by
law, regulation, or rule, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the
Exchange Act that are approved by the board prior to completion of the audit.





(31)











PART
IV



Item
15. Exhibits, Financial Statement Schedules.



(a)	Financial
Statements



The
financial statements of Bonanza One, Inc. and the report of independent registered public accounting firm thereon are set forth
under Part II, Item 8 of this report.



(b)	Exhibits.



|Exhibit
        No. | Description                                                                                                                                                                                             | Location
    References
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
|2.1                 | Agreement
    and Plan of Merger dated September 27, 2007, among the registrant, Bonanza One, Inc., a Delaware corporation, and Bonanza
    One, Inc., a Nevada corporation.                            | 1                      
|3.1                 | Certificate of
    Incorporation of Bonanza One, Inc. (Delaware)                                                                                                                                        | 1                      
|3.2                 | By-laws of Bonanza
    One, Inc. (Delaware)                                                                                                                                                             | 1                      
|3.3                 | Articles of Incorporation
    of Bonanza One, Inc. (Nevada)                                                                                                                                             | 1                      
|3.4                 | By-laws of Bonanza
    One, Inc. (Nevada)                                                                                                                                                               | 1                      
|4.1                 | Form
    of demand promissory note executed by the registrant in favor of John Holcomb.                                                                                                                 | 1                      
|31.1                | 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. | 2                      
|32.1                | 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 November 7, 2007.

2.	Filed
herewith.



(32)









SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on September 27, 2011.



BONANZA
ONE, INC.



By:
/s/ John Holcomb

John
Holcomb



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 September 27, 2011.



|Signature                                                                                               | Title                                                                                                             
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|/s/
                                                          John Holcomb
        John
        Holcomb | President,
    Principal Executive Officer, Principal Accounting Officer, Principle Financial Officer and Director