UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(Amendment
No. 2)





(Mark
One)


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


For the
fiscal year ended: June 30,
2009


oTRANSITION 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.)





146 Parkside Lane,
Mooresville, North Carolina 28117


(Address
of principal executive offices)





(704)
892-8022


Issuer’s
telephone number





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





None





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





Common Stock, par value
$0.0001 per share


(Title
of Class)





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


 ̈Yes x No





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


 ̈  Yes   x  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x  Yes    ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


x  Yes    ̈  No





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


x  Yes    ̈  No





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





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





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


x Yes  ̈ No





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





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





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


 ̈
Yes    ̈  No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  At September 28, 2009 there were
1,500,000 shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None





EXPLANATORY
NOTE




In this
Amendment No. 2 to Annual Report on Form 10-K/A for the year ended June 30, 2009
("Amendment No. 2”) as originally filed with the Securities and Exchange
Commission (the “SEC”) on September 28, 2009 (the “Original Filing”), as amended
by Amendment No. 1 to Annual Report on Form 10-K/A as filed with the SEC on
February 18, 2010 ("Amendment No. 1”), we refer to Bonanza One, Inc., a Nevada
corporation, as “we,” “us,” “our” or the “Company.”




We are
filing this Amendment No. 2 to:





·
            file
      financial statements that include an audit report in which our auditor has
      revised its audit report as filed with Amendment No. 1 to to address the
      statements of operations, stockholders' deficit and cash flows for the
      years ended March 31, 2008 and 2009;
and


·
            amend
      "Item 9A. Controls and Procedures" to state management's conclusion with
      respect to the effectiveness of the Company's internal control over
      financial reporting.





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




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





Item
8. Financial Statements and Supplementary Data.





Financial
Statement Index





Independent
      Auditor’s Report
                F-1Balance
      Sheet as of June 30, 2009 and 2008
                F-2Statement
      of Operations for the years ended June 30, 2009 and 2008 and for the
      period June 5, 2007 (inception) through June 30, 2009
                F-3Statement
      of Stockholders’ Deficit for the years ended June 30, 2009 and 2008 and
      for the period June 5, 2007 (inception) through June 30,
    2009
                F-4Statement
      of Cash Flows for the years ended June 30, 2009 and 2008 and for the
      period June 5, 2007 (inception) through June 30, 2009
                F-5Notes
      to Financial Statements
                F-6










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Shareholders and Board Members





Bonanza
One, Inc.





I have
audited the accompanying balance sheet of Bonanza One, Inc. (A Development Stage
Company) as of June 30, 2009 and the related statements of operations,
stockholders’ deficit and cash flows for the period from inception (June 5,
2007) through June 30, 2009 and for the years ended June 30, 2009 and
2008.  These financial statements are the responsibility of the
company’s management. My responsibility is to express an opinion on these
financial statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor was I engaged to perform, an audit of its internal control over
financial reporting.  My audit 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, I express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bonanza One, Inc. (A Development
Stage Company) as of June 30, 2009, and the results of its operations and its
cash flows for the for the period from inception (June 5, 2007) through June 30,
2009 and for the years ended June 30, 2009 and 2008 in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note H to the financial statements,
the Company is in the development stage, has suffered a loss, has a small net
capital surplus and has yet to generate an internal cash flow. These factors
raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regard to these matters are also described in
Note E. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Traci J.
Anderson, CPA


Huntersville,
North Carolina





September
22, 2009





F-1





Bonanza One, Inc.
                (A
      Development Stage Company)
                Balance
      Sheet




As of June 30,2009
                              
                              
                              2008ASSETSCURRENT ASSETS:Cash
                              
                              $
                              3,028
                              
                              
                              $
                              174TOTAL
      CURRENT ASSETS
                              
                              
                              3,028
                              
                              
                              
                              174TOTAL
      ASSETS
                              
                              $
                              3,028
                              
                              
                              $
                              174LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIES:Note
      Payable to a Related Party
                              
                              $
                              25,000
                              
                              
                              $
                              15,000Accrued
      Expenses
                              
                              
                              3,545
                              
                              
                              
                              1,200TOTAL
      CURRENT LIABILITIES
                              
                              
                              28,545
                              
                              
                              
                              16,200TOTAL
      LIABILITIES
                              
                              
                              28,545
                              
                              
                              
                              16,200STOCKHOLDERS' DEFICITPreferred
      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)
                              
                              
                              150
                              
                              
                              
                              150Paid
      in Capital
                              
                              
                              -
                              
                              
                              
                              -Accumulated
      Deficit
                              
                              
                              (25,667
                              )
                              
                              
                              (16,176
                              )TOTAL
      STOCKHOLDERS' DEFICIT
                              
                              
                              (25,517
                              )
                              
                              
                              (16,026
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                              
                              $
                              3,028
                              
                              
                              $
                              174





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





F-2




Bonanza One, Inc.
                (A
      Development Stage Company)
                Statement
      of
Operations




Cumulative TotalAs of June 30,
                    
                    
                    Since Inception2009
                    
                    
                    2008
                    
                    
                    June 5, 2007REVENUES:Income
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Revenue
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -EXPENSES:Selling,
      general and administrative
                    
                    
                    982
                    
                    
                    
                    -
                    
                    
                    
                    982Professional
      Fees
                    
                    
                    6,164
                    
                    
                    
                    2,426
                    
                    
                    
                    21,140Total
      Expenses
                    
                    
                    7,146
                    
                    
                    
                    2,426
                    
                    
                    
                    22,122OTHER
      INCOME/(EXPENSE)Interest
      Expense
                    
                    
                    (2,345
                    )
                    
                    
                    (1,200
                    )
                    
                    
                    (3,545
                    )Total
      Other Income/(Expense)
                    
                    
                    (2,345
                    )
                    
                    
                    (1,200
                    )
                    
                    
                    (3,545
                    )NET
      (LOSS)
                    
                    $
                    (9,491
                    )
                    
                    $
                    (3,626
                    )
                    
                    $
                    (25,667
                    )Basic
      and fully diluted net loss per common share:
                    
                    $
                    (0
                    )
                    
                    $
                    (0
                    )
                    
                    $
                    (0
                    )Weighted
      average common shares outstanding
                    
                    
                    1,500,000
                    
                    
                    
                    1,500,000
                    
                    
                    
                    1,500,000





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





F-3





Bonanza One, Inc.
                (A
      Development Stage Company)
                Statement
      of Stockholders'
      Deficit




AdditionalCommon Stock
                    
                    
                    Preferred stock
                    
                    
                    Paid-in
                    
                    
                    DeficitShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    AccumulatedBalances,
      June 5, 2007 (inception)
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (12,550
                    )Issuance
      of common shares
                    
                    
                    1,500,000
                    
                    
                    
                    150
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      June 30, 2007
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (12,550
                    )Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (3,626
                    )Issuance
      of common shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      June 30, 2008
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (16,176
                    )Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,491
                    )Return
      of shares issued
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      June 30, 2009
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (25,667
                    )





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





F-4




Bonanza One, Inc.
                  (A
      Development Stage Company)
                  Statement
      of Cash
      Flows


CumulativeFor
      the years
                            
                            
                            Totalsended
                            
                            
                            SinceJune
      30,
                            
                            
                            June
      30,
                            
                            
                            Inception2009
                            
                            
                            2008
                            
                            
                            June 5, 2007CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      (loss)
                            
                            $
                            (9,491
                            )
                            
                            $
                            (3,626
                            )
                            
                            $
                            (25,667
                            )Adjustments
      to reconcile net (loss) to net cash used in operations:Changes
      in Assets and Liabilities:Increase
      in Accrued Expenses
                            
                            
                            2,345
                            
                            
                            
                            (6,300
                            )
                            
                            
                            3,545NET
      CASH (USED IN)  OPERATING ACTIVITIES
                            
                            
                            (7,146
                            )
                            
                            
                            (9,926
                            )
                            
                            
                            (22,122
                            )CASH FLOWS FROM FINANCING
      ACTIVITIES:Capital
      Stock Purchase
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            150Proceeds
      from Note Payable
                            
                            
                            10,000
                            
                            
                            
                            -
                            
                            
                            
                            25,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            10,000
                            
                            
                            
                            -
                            
                            
                            
                            25,150CASH
      AND CASH EQUIVALENTS, BEGINNING OF THE YEAR
                            
                            
                            174
                            
                            
                            
                            10,100
                            
                            
                            
                            -CASH
      AND CASH EQUIVALENTS, END OF THE YEAR
                            
                            $
                            3,028
                            
                            
                            $
                            174
                            
                            
                            $
                            3,028





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





F-5




BONANZA
      ONE, INC.
                      NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
                      AS
      OF JUNE 30,
2009




NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





Business Activity-
Bonanza One, Inc. (“The Company”) was organized under the laws of the State of
Nevada on June 5, 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.





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’s policy is to recognize income when it is earned.





Comprehensive Income
(Loss)- The Company adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income” 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- Statement of Financial Accounting Standards (SFAS) No. 128
requires dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS computations. Basic
earnings per share amounts are based on the weighted average shares of common
stock outstanding. If applicable, diluted earnings per share would assume the
conversion, exercise or issuance of all potential common stock instruments such
as option, warrants and convertible securities, unless the effect is to reduce a
loss or increase earnings per share. Accordingly, this presentation has been
adopted for the period presented. There were no adjustments required to net
income for the period presented in the computation of diluted earnings per
share.





Deferred Taxes-
Income taxes are provided in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income
Taxes”. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.





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.





Accounts Receivable-
Accounts deemed uncollectible are written off in the year they become
uncollectible. As of June 30, 2009, the balance in Accounts Receivable was
$0.





F-6




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009




NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Impairment of Long-Lived
Assets- The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets”. SFAS 144 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, 2008.





Stock-Based
Compensation- The Company accounts for stock-based compensation using the
fair value method of Statement of Financial Accounting Standards (SFAS) No.
123R. This statement 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 has adopted Statement of
Financial Accounting Standards (SFAS) No. 159, “The Fair Value for Financial Assets
and Financial Liabilities- Including an Amendment of FASB Statement No.
115”. This statement permits entities to choose to measure many financial
instruments and certain other items at value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reporting earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This is expected to expand the use of fair value measurement, which
is consistent with the Board’s long-term measurement objectives for accounting
for financial instruments. No such assets or liabilities were recognized during
the year ending June 30, 2008.





Recent Accounting
Pronouncements- In March 2008, the FASB issued Statement of Financial
Accounting Standards No. 161, “Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133”.  This
statement requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial
reporting.  This Statement changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. This
Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this standard is not expected to
have a material effect on the Company’s results of operations or financial
position.





In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles.    The implementation of FSP FAS
No. 142-3 is not expected to have a material impact on its consolidated
financial statements.





F-7




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009


NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (continued)


In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s financial statements.





In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — An interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.





In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.”  This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active.  The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active.  FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued.  The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.





In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized Financial
Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of an other than- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities,and other related guidance. This Issue is
effective for interim and annual reporting periods ending after December 15,
2008, and shall be applied prospectively. Retrospective application to a prior
interim or annual reporting period is not permitted. The adoption of FSP EITF
99-20-1 did not have a material effect on the Company’s consolidated financial
statements





F-8




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009


NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (continued)





In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before March 15, 2009, is not permitted.  The
implementation of FSP FAS No. 115-2 and FAS No. 124-2 did not have a material
impact on the Company’s financial position and results of
operations.





In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107, Disclosures about Fair Value of
Financial Instruments,to require disclosures about fair value of
financialinstruments for interim
reporting periods of publicly traded companies as well as in annualfinancial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting,to require those disclosures in summarized financial information at
interim reporting periods. FSP FAS No. 107-1 is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009.  The implementation of FSP FAS No. 107-1
did not have a material impact on the Company’s financial position and results
of operations





In April
2009, the FASB issued FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1,
“Interim Disclosures about Fair Value of Financial Instruments”.  This
FSP amends SFAS No. 107 to require disclosures about fair values of financial
instruments for interim reporting periods as well as in annual financial
statements.  The FSP also amends Accounting Principles Board Opinions
“APB Opinion” No. 28 to require those disclosures in summarized financial
information at interim reporting periods.  This FSP becomes effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The adoption of
this FSP is not expected to have a material impact on our consolidated financial
statements.





In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively.  The implementation
of FSP FAS No. 157-4 did not have a material on the Company’s financial position
and results of operations.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”)
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date and is effective for interim and annual periods
ending after June 15, 2009.  The adoption of SFAS No. 165 is not
expected to have a material impact on the Company’s financial
statements.





F-9




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009


NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (continued)





In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”).  SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature.  SFAS No. 168
reorganizes the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections.  SFAS No. 168 will be
effective for financial statements issued for reporting periods that end after
September 15, 2009.  This statement will have an impact on the
Company’s financial statements since all future references to authoritative
accounting literature will be references in accordance with SFAS No.
168.





In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company is currently assessing the impact
of FSP EITF 09-1 on its financial position and results of
operations.








NOTE B-SUPPLEMENTAL CASH
FLOW INFORMATION





Supplemental
disclosures of cash flow information for the year ended June 30, 2009 and 2008
is summarized as follows:





Cash paid
during the year ended June 30, 2009 and 2008 for interest and income
taxes:





2009
                  
                  
                  2008Interest
                  
                  $
                  -
                  
                  
                  $
                  -Taxes
                  
                  $
                  -
                  
                  
                  $
                  -





NOTE C-SEGMENT
REPORTING





In June,
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an
Enterprises and Related Information”. This Statement requires companies
to report information about operating segments in interim and annual financial
statements. 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,
2009.





F-10




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009


NOTE D-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, 2009





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, 2009 is as follows:


Total
      Deferred Tax Asset
                  
                  $
                  8,726Valuation
      Allowance
                  
                  
                  (8,726
                  )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, 2009 and
2008 is as follows:





2009
                  
                  
                  2008Income
      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 (decreased)
by approximately $3,226 and $1,233 for the years ending June 30, 2009 and 2008,
respectively.





As of
June 30, 2008, the Company had a federal and state net operating loss carry
forward in the amount of approximately $ 25,667, which expires in the year
ending June 30, 2029.





NOTE E-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 $25,667, used cash from operations of $22,122 since its
inception, and has a negative working capital of $25,517 at June 30,
2009.





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.





F-11




BONANZA
      ONE, INC.
              NOTES
      TO THE AUDITED FINANCIAL STATEMENTS
              AS
      OF JUNE 30, 2009


NOTE
F-COMMITMENTS





As of
June 30, 2008, the Company had no commitments.





NOTE G-CAPITAL
STOCK





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


During
the year ended June 30, 2009, the company issued no stock.





During
the year ended June 30, 2008, the company issued 1,500,000 to the
following:





Name
                            
                            Number of sharesJohn
      Holcomb
                            
                            
                            1,500,0001,500,000





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


During
the year ended June 30, 2009 and 2008, the company issued no preferred
stock.





NOTE H-DEVELOPMENT STAGE
COMPANY





The
Company is in the development stage as of June 30, 2009 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 I—NOTE
PAYABLE





The
company has the following promissory notes outstanding:





A Note
Payable to a Related Party in the amount of $15,000 bearing interest at 8% per
annum and payable on demand.





A Note
Payable to a related Party in the amount of $10,000 bearing interest at 8% per
annum and payable on demand.





The
interest accrued, but not paid as of June 30, 2009 is $3,545.





F-12




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 and Financial Officer, or 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 on this
evaluation, our PEO has concluded that the Company’s disclosure controls and
procedures were effective as of June 30, 2009.





Management’s
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  Internal control over financial reporting 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 internal control over financial reporting 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, internal control over financial reporting may not
prevent or detect 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.





As of the
end of the period covered by this report, management conducted an evaluation of
the effectiveness of our internal control over financial reporting using the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal
Control—Integrated Framework.  Based on this evaluation,
management concluded that the Company’s internal control over financial
reporting was effective as of June 30, 2009.





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, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Item
15. Exhibits, Financial Statement Schedules.





(a)           Financial
Statements





The
following financial statements are filed as part of this report:





Independent
      Auditor’s ReportBalance
      Sheet for the years ended June 30, 2009 and 2008Statement
      of Operations for the years ended June 30, 2009 and 2008 and cumulative
      since inception (June 4, 2007)Statement
      of Stockholders’ Deficit for the years ended June 30, 2009 and 2008 and
      cumulative since inception (June 4, 2007)Statement
      of Cash Flows for the years ended June 30, 2009 and 2008 and cumulative
      since inception (June 4, 2007)Notes
      to Financial Statements





(b)           Exhibits.





The following are filed as exhibits to
this report:





Exhibit No.
                          
                          Description
                          
                          Location
                            References2.1
                          
                          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.
                          
                          13.1
                          
                          Certificate
      of Incorporation of Bonanza One, Inc. (Delaware)
                          
                          13.2
                          
                          By-laws
      of Bonanza One, Inc. (Delware)
                          
                          13.3
                          
                          Articles
      of Incorporation of Bonanza One, Inc. (Nevada)
                          
                          13.4
                          
                          By-laws
      of Bonanza Ons, Inc. (Nevada)
                          
                          14.1
                          
                          Form
      of demand promissory note executed by the registrant in favor of Gail
      Davis.
                          
                          131.1
                          
                          Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.
                          
                          232.1
                          
                          Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section
                            906
      of the Sarbanes-Oxley Act of 2002.
                          
                          2





1.
            Incorporated
      by reference to the registrant's registration statement on Form 10 as
      filed with the SEC on November 7,
2007.


2.
            Filed
      herewith







SIGNATURES





Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 16, 2010.





BONANZA
      ONE, INC.By:
              /s/ John HolcombJohn
      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 March 16, 2010.


Signature
                  
                  Title/s/ John Holcomb
                  
                  President,
      Principal Executive Officer, Principal Accounting Officer andJohn
      Holcomb
                  
                  Director