U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended: March
31, 2010





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
file number: 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) 660-0546


(Registrant's
telephone number)








(Former
name, former address and former


fiscal
year, if changed since last report)





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).


 ̈ 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      ̈  (Do
      not check if a smaller reporting company)
              Smaller
      reporting company     x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). x Yes  ̈ No





APPLICABLE
ONLY TO ISSUERS 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 ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  At May 11, 2010 there were
1,500,000 shares of common stock outstanding.








PART
I — FINANCIAL INFORMATION





Item 1.
Financial Statements.





PageBalance
      Sheet as of March 31, 2010 (unaudited) and June 30, 2009
      (audited)
                  
                  F-1Statements
      of Operations for the three months ended March 31, 2010
                    and
      2009 (unaudited) and since inception (June 5, 2007)
      (Unaudited)
                  
                  F-2Statements
      of Operations for the nine months ended March 31, 2010
                    and
      2009 (unaudited) and since inception (June 5, 2007)
      (Unaudited)
                  
                  F-3Statement
      of Stockholders Deficit
                  
                  F-4Statements
      of Cash Flows for the nine months ended March 31, 2010 and
      2009
                    (unaudited)
      and since inception (June 5, 2007) (Unaudited)
                  
                  F-5Notes
      to Financial Statements (Unaudited)
                  
                  F-6


2




Bonanza
One, Inc.


(A
Development Stage Company)


Balance
      Sheet




As
      of March 31,
                              
                              
                              As
      of June 30,2010 (Unaudited)
                              
                              
                              2009 (Audited)ASSETSCURRENT ASSETS:Cash
                              
                              $
                              1,285
                              
                              
                              $
                              3,028TOTAL
      CURRENT ASSETS
                              
                              
                              1,285
                              
                              
                              
                              3,028TOTAL
      ASSETS
                              
                              $
                              1,285
                              
                              
                              $
                              3,028LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIES:Note
      Payable to a Related Party
                              
                              $
                              33,000
                              
                              
                              $
                              25,000Accrued
      Expenses
                              
                              
                              4,832
                              
                              
                              
                              3,545TOTAL
      CURRENT LIABILITIES
                              
                              
                              37,832
                              
                              
                              
                              28,545TOTAL
      LIABILITIES
                              
                              
                              37,832
                              
                              
                              
                              28,545STOCKHOLDERS' 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
                              
                              
                              (36,697
                              )
                              
                              
                              (25,667
                              )TOTAL
      STOCKHOLDERS' DEFICIT
                              
                              
                              (36,547
                              )
                              
                              
                              (25,517
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                              
                              $
                              1,285
                              
                              
                              $
                              3,028





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


F-1


(A
Development Stage Company)


Statement of Operations
      (Unaudited)


For
      the 3 months ended
                    
                    
                    Cumulative
      TotalMarch
      31,
                    
                    
                    Since
      Inception2010
                    
                    
                    2009
                    
                    
                    June 5, 2007REVENUES:Income
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Revenue
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -EXPENSES:Selling,
      general and administrative
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,232Professional
      Fees
                    
                    
                    2,549
                    
                    
                    
                    3,131
                    
                    
                    
                    30,433Total
      Expenses
                    
                    
                    2,549
                    
                    
                    
                    3,131
                    
                    
                    
                    31,665OTHER
      INCOME/(EXPENSE)Interest
      Expense
                    
                    
                    (569
                    )
                    
                    
                    (431
                    )
                    
                    
                    (5,032
                    )Total
      Other Income/(Expense)
                    
                    
                    (569
                    )
                    
                    
                    (431
                    )
                    
                    
                    (5,032
                    )NET
      (LOSS)
                    
                    $
                    (3,118
                    )
                    
                    $
                    (3,562
                    )
                    
                    $
                    (36,697
                    )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-2





Bonanza
One, Inc.


(A
Development Stage Company)


Statement of Operations
      (Unaudited)


For
      the 9 months ended
                        
                        
                        Cumulative
      TotalMarch
      31,
                        
                        
                        Since
      Inception2010
                        
                        
                        2009
                        
                        
                        June 5, 2007REVENUES:Income
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Total
      Revenue
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -EXPENSES:Selling,
      general and administrative
                        
                        
                        250
                        
                        
                        
                        -
                        
                        
                        
                        1,232Professional
      Fees
                        
                        
                        9,293
                        
                        
                        
                        9,498
                        
                        
                        
                        30,433Total
      Expenses
                        
                        
                        9,543
                        
                        
                        
                        9,498
                        
                        
                        
                        31,665OTHER
      INCOME/(EXPENSE)Interest
      Expense
                        
                        
                        (1,487
                        )
                        
                        
                        (1,560
                        )
                        
                        
                        (5,032
                        )Total
      Other Income/(Expense)
                        
                        
                        (1,487
                        )
                        
                        
                        (1,560
                        )
                        
                        
                        (5,032
                        )NET
      (LOSS)
                        
                        $
                        (11,030
                        )
                        
                        $
                        (11,058
                        )
                        
                        $
                        (36,697
                        )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 (Unaudited)


AdditionalCommon Stock
                    
                    
                    Preferred stock
                    
                    
                    Paid-in
                    
                    
                    DeficitShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    AccumulatedBalances,
      June 30, 2008
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (16,176
                    )Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,491
                    )Issuance
      of common shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      June 30, 2009
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (25,667
                    )Net
      loss for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (11,030
                    )Balances,
      March 31, 2010
                    
                    
                    1,500,000
                    
                    
                    $
                    150
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (36,697
                    )





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


F-4




Bonanza
One, Inc.


(A
Development Stage Company)


Statement of Cash Flows
      (unaudited)


Cumulative
      TotalsFor
      the 9 months ended
                          
                          
                          Since
      InceptionMarch 31, 2010
                          
                          
                          March 31, 2009
                          
                          
                          June 5, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      (loss)
                          
                          $
                          (11,030
                          )
                          
                          $
                          (11,058
                          )
                          
                          $
                          (36,697
                          )Adjustments
      to reconcile net (loss) to net cash (used in) operationsChanges
      in Assets and Liabilities:Increase/(Decrease)
      in Accrued Expenses
                          
                          
                          1,287
                          
                          
                          
                          1,561
                          
                          
                          
                          4,832NET
      CASH (USED IN) OPERATING ACTIVITIES
                          
                          
                          (9,743
                          )
                          
                          
                          (9,497
                          )
                          
                          
                          (31,865
                          )CASH FLOWS FROM INVESTING
      ACTIVITIES:Note
      Payable from a Related Party
                          
                          
                          8,000
                          
                          
                          
                          10,393
                          
                          
                          
                          33,000NET
      CASH PROVIDED BY INVESTING ACTIVITIES
                          
                          
                          8,000
                          
                          
                          
                          10,393
                          
                          
                          
                          33,000CASH FLOWS FROM FINANCING
      ACTIVITIES:Issuance
      of shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          150NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          150CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE YEAR
                          
                          
                          3,028
                          
                          
                          
                          174
                          
                          
                          
                          -END
      OF THE YEAR
                          
                          $
                          1,285
                          
                          
                          $
                          1,070
                          
                          
                          $
                          1,285SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Taxes
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -





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


F-5


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE A- 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.





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 $36,697, used cash from operations of $31,865 since its
inception, and has a negative working capital of $36,547 at March 31,
2010.





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.


F-6


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE C—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES—CONT’D





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 March 31, 2010.





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.





Accounts Receivable-
Accounts deemed uncollectible are written off in the year they become
uncollectible. As of March 31, 2010, the balance in Accounts Receivable was
$0.





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 period ended
March 31, 2010.





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.


F-7


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE C—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES—CONT’D





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
March 31, 2010.





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
March 31, 2010, 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 interim
period ended March 31, 2010.





Recent Accounting
Pronouncements- The Company has reviewed all recently issued, but not
yet effective, accounting pronouncements and do not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its
financial condition or the results of its operations.





FASB Accounting
Standards Codification


(Accounting Standards Update (“ASU”)
2009-01)





In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the
Company’s consolidated financial statements as all future references to
authoritative accounting literature will be referenced in accordance with the
Codification. There have been no changes to the content of the Company’s
financial statements or disclosures as a result of implementing the Codification
during the quarter ended March 31, 2010.


F-8


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE C—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES—CONT’D





Recent Accounting
Pronouncements (continued)





As a
result of the Company’s implementation of the Codification during the fiscal
year ended December 31, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current annual consolidated
financial statements, the Company will provide reference to both new and old
guidance to assist in understanding the impacts of recently adopted accounting
literature, particularly for guidance adopted since the beginning of the current
fiscal year but prior to the Codification.





Subsequent
Events


(Included in Accounting Standards
Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165
“Subsequent Events”)





SFAS
No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the consolidated
financial statements are issued or available to be issued (“subsequent events”).
An entity is required to disclose the date through which subsequent events have
been evaluated and the basis for that date. For public entities, this is the
date the consolidated financial statements
are issued. SFAS No. 165 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. SFAS
No. 165 became effective for interim or annual periods ending after
June 15, 2009 and did not impact the Company’s consolidated financial
statements. The Company evaluated for subsequent events through the issuance
date of the Company’s consolidated financial statements. No recognized or
non-recognized subsequent events were noted.





Determination of
the Useful Life of Intangible Assets


(Included in ASC 350 “Intangibles —
Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the
Useful Lives of Intangible Assets”)





FSP SFAS
No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for consolidated financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not
impact the Company’s consolidated financial statements.





Noncontrolling
Interests


(Included in ASC 810
“Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB
No. 51”)


SFAS
No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. The adoption of SFAS No. 160
did not have any other material impact on the Company’s financial
statements.


F-9


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE C—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES—CONT’D





Recent Accounting
Pronouncements (continued)





Consolidation of
Variable Interest Entities — Amended


(To be included in ASC 810
“Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No.
46(R)”)





SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying
special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is
necessary to been
evaluated and the basis for that date. For public entities, this is the date the
consolidated financial reassess that should consolidate a variable-interest
entity. SFAS No. 167 is effective for the first annual reporting period
beginning after November 15, 2009, with earlier adoption prohibited. The
Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any
material impact on the Company’s financial statements.





NOTE D-SUPPLEMENTAL CASH
FLOW INFORMATION





Supplemental
disclosures of cash flow information for the quarters ended March 31, 2010 and
2009 is summarized as follows:





Cash paid
during the quarters ended March 31, 2010 and 2009 for interest and income
taxes:





2010
                  
                  
                  2009Interest
                  
                  $
                  -
                  
                  
                  $
                  -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 March 31,
2010.





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, 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
                  
                  
                  -


F-10


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE F-INCOME TAXES
(CONT’D)





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, 2009, 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 G-CAPITAL
STOCK





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





During
the period ended March 31, 2010, the Company issued no shares of common
stock.





As of
March 31, 2010, the Company had the following outstanding shares of common stock
issued:





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 period ended March 31, 2010, the Company issued no shares of preferred
stock.





NOTE H-DEVELOPMENT STAGE
COMPANY





The
Company is in the development stage as of March 31, 2010 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.


F-11


BONANZA
ONE, INC.


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


AS OF MARCH 31,
  2010





NOTE I—NOTE
PAYABLE





The
Company has the following promissory notes outstanding:





Notes
Payable to a Related Party in the amount of $33,000 bearing interest at 8% per
annum and payable on demand.





The
interest accrued, but not paid as of March 31, 2010 is $4,832.


F-12


Item
2. Management’s Discussion and Analysis or Plan of Operation.





Overview.





Bonanza
One, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on
June 5, 2007.  We are a developmental stage company and have not
generated any revenues to date.  We were organized to serve as a
vehicle for a business combination through a capital stock exchange, merger,
reverse acquisition, asset acquisition or other similar business combination (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”).   We are in the process of identifying and evaluating
targets for a Business Combination.  We are not presently engaged in,
and will not engage in, any substantive commercial business operations unless
and 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.  Our sole officer and director has never served as an
officer or director of a development stage public company with the business
purpose of entering into a transaction such as that contemplated by our
Company.  Accordingly, he may not successfully identify a Target
Business or conclude a Business Combination.





Any
entity with which we enter into a Business Combination will be subject to
numerous risks in connection with its operations.  To the extent we
affect a Business Combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without
established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies.  If we consummate a Business
Combination with 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 the Business
Combination qualifies as a tax-free reorganization under federal tax
laws.  The issuance of additional shares of our capital stock
will:




·
            significantly
      reduce the equity interest of our stockholders prior to the transaction;
      and





·
            cause
      a change in control of our Company and likely result in the resignation or
      removal of our officers and directors as of the date of the
      transaction.





Our
management anticipates that our Company likely 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 not permit us to offset potential losses from one venture
against potential gains from another.


3





Liquidity and Capital
Resources.





At March
31, 2010, we had cash on hand of $1,285.  Our cash reserves will not
be sufficient to cover our operating costs and expenses over the next twelve
months, which we anticipate will comprise costs and expenses incurred in
connection with the preparation and filing of reports under the Exchange Act,
the identification and evaluation of targets for a Business Combination and,
possibly, costs and expenses in connection with a Business
Combination.





To date,
we have funded our operations through loans from our stockholder, who is our
sole officer and director, and, as of March 31, 2010, we had borrowed an
aggregate of $33,000 from him, including $8,000 during the nine months then
ended.  Our stockholder has advised us that he expects to fund
additional costs and expenses that we will incur through loans or further
investment in the Company, as and when necessary.





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 generated any revenues.  We reported a net loss
for the three and nine month periods ended March 31, 2010 of $3,118 and $11,030,
respectively, and a net loss since inception of $36,697.  The Company
has a deficit accumulated during
the development stage of$36,697, has used cash from operations of
$31,865 since its inception, consisting primarily of professional fees, and has
a negative working capital of $36,547 at March 31, 2010.





We do not
expect to engage in any activities, other than seeking to identify a Target
Business, unless and until such time as we enter into a Business Combination, 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.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of
March 31, 2010, the Company’s management carried out an evaluation, under the
supervision and with the participation of the Company’s Chief Executive Officer,
who is the Company’s principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on such
evaluation, the Company’s Chief Executive Officer has concluded that the
Company's disclosure controls and procedures were
effective.


4





Changes
in Internal Controls





There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended March 31, 2010 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.





PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.





The
Company is not a party to any legal proceeding or litigation.





Item
1A. Risk Factors.





Smaller
reporting companies are not required to provide the information required by this
item.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





(a) During
the three months ended March 31, 2010, the Company did not issue any
securities.





(b) Not
applicable.





(c)
During the three months ended March 31, 2010, neither the issuer nor any
"affiliated purchaser," as defined in Rule 10b-18(a)(13), purchased any shares
or other units of any class of the issuer's equity securities.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. (Removed and Reserved)








Item
5. Other Information.





(a)
None.





(b) The
Company has not adopted any procedures by which security holders may recommend
nominees to the registrant's board of directors.


5





Item
6. Exhibits.





Exhibit
              Description31.1
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended March 31, 2010.32.1*
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.





*Pursuant to Commission Release
No. 33-8238, this certification will be treated as “accompanying” this
Quarterly Report on Form 10-Q and not “filed” as part of such report for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of Section 18 of the Securities
Exchange Act of 1934, as amended, and this certification will not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the registrant specifically incorporates it by
reference.





6




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.





BONANZA
      ONE, INC.Date:
      May 11, 2010
                By:
                /s/John
      HolcombName:
                John
      HolcombTitle
                President.
      Principal Executive Officer
                  and
      Principal Financial
Officer


7