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: December 31, 2008





 ̈ 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
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





146 Parkside Lane,
Mooresville, North Carolina       
28117


(Address
of principal executive offices)





(704) 892-8022


(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 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). xYes  ̈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 February 11, 2009 there were
1,500,000 shares of common stock outstanding.





PART
I — FINANCIAL INFORMATION





Item 1.
Financial Statements.





PageBalance
      Sheet – December 31, 2008 (Unaudited)
                  F-1Statements
      of Operations for the six months endedDecember
      31, 2008 (Unaudited) and Since inception (June5,
      2007) (Unaudited)
                  F-2Statement
      of Stockholders Deficit
                  F-3Statements
      of Cash Flows for the period endedDecember
      31, 2008 (Unaudited) and Since inception (June5,
      2007) (Unaudited)
                  F-4Notes
      to Financial Statements (Unaudited)
                  F-5




1


Bonanza
One, Inc.
 (A
Development Stage Company)
 Balance
Sheet-Unaudited
 
 As ofDecember 31, 2008ASSETSCURRENT ASSETS:Cash
                                          
                                          $
                                          1,685TOTAL
      CURRENT ASSETS
                                          
                                          
                                          1,685TOTAL
      ASSETS
                                          
                                          $
                                          1,685LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIES:Shareholder
      Note Payable
                                          
                                          $
                                          15,000Note
      Payable
                                          
                                          
                                          7,878Accrued
      Expenses
                                          
                                          
                                          2,329TOTAL
      CURRENT LIABILITIES
                                          
                                          
                                          25,207TOTAL
      LIABILITIES
                                          
                                          
                                          25,207STOCKHOLDERS' DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no
      sharesissued
      and outstanding at December 31, 2008)
                                          
                                          
                                          -Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
      issued and outstanding at December 31, 2008)
                                          
                                          
                                          150Paid
      in Capital
                                          
                                          
                                          -Accumulated
      Deficit
                                          
                                          
                                          (23,672
                                          )TOTAL
      STOCKHOLDERS' DEFICIT
                                          
                                          
                                          (23,522
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                          
                                          $
                                          1,685
  F-1
 
 Bonanza
One, Inc.
 (A
Development Stage Company)
 Statement
of Operations-Unaudited
 
 For the Six
                      
                      
                      Cumulative TotalMonths Ended
                      
                      
                      Since InceptionDecember 31, 2008
                      
                      
                      June 5, 2007REVENUES:Income
                      
                      $
                      -
                      
                      
                      $
                      -Total
      Revenue
                      
                      
                      -
                      
                      
                      
                      -EXPENSES:Interest
      Expense
                      
                      
                      1,129
                      
                      
                      
                      2,329Professional
      Fees
                      
                      
                      6,367
                      
                      
                      
                      21,343Total
      Expenses
                      
                      
                      7,496
                      
                      
                      
                      23,672NET
      LOSS
                      
                      $
                      (7,496
                      )
                      
                      $
                      (23,672
                      )Basic
      and fully diluted net loss per common share:
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.02
                      )Weighted
      average common shares outstanding
                      
                      
                      1,000,000
                      
                      
                      
                      1,000,000
  F-2
 
 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 period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (7,496
                      )Return
      of shares issued
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Balances,
      December 31, 2008
                      
                      
                      1,500,000
                      
                      
                      $
                      150
                      
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (23,672
                      )
  F-3
 
 Bonanza
One, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows—Unaudited
 
 Cumulative TotalsFor the Period Ended
                                      
                                      
                                      Since InceptionDecember 31, 2008
                                      
                                      
                                      June 5, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                                      
                                      $
                                      (7,496
                                      )
                                      
                                      $
                                      (23,672
                                      )Adjustments
      to reconcile net (loss) to net cash used in operationsChanges
      in Assets and Liabilities:Increase/(Decrease)
      in Accrued Expenses
                                      
                                      
                                      1,129
                                      
                                      
                                      
                                      2,330NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                      
                                      
                                      (6,367
                                      )
                                      
                                      
                                      (21,342
                                      )CASH FLOWS FROM INVESTING
      ACTIVITIES:Shareholder
      Note Payable
                                      
                                      
                                      7,878
                                      
                                      
                                      
                                      15,000NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                      
                                      
                                      7,878
                                      
                                      
                                      
                                      15,000CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from Issuance of Note Payable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      7,878Issuance
      of shares
                                      
                                      
                                      -
                                      
                                      
                                      
                                      150NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      8,028CASH
      AND CASH EQUIVALENTS,BEGINNING OF THE PERIOD
                                      
                                      
                                      174
                                      
                                      
                                      
                                      -END
      OF THE PERIOD
                                      
                                      $
                                      1,685
                                      
                                      
                                      $
                                      1,686SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
  F-4
 
 BONANZA
ONE, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED DECEMBER 31, 2008
 
  NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business Activity-
Bonanza One, Inc. (“The Company”) was organized under the laws of the State of
Delaware on June 5, 2007 and merged with a Nevada corporation of the same name
on October 2, 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.
 
 Note Payable to Related
Party & Accrued Interest
 A series
of loans were obtained starting on June 30, 2007 from John Holcomb, president.
The loans are for $15,000 and bear interest at 8% per annum on demand. The
interest accrued, but not paid, for this period is $1,129. The Company also has
borrowed the principal amount of $7,878 from a party related party to Mr.
Holcomb.  The Company has not yet documented this loan.
 
 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.
  F-5
  BONANZA
ONE, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED DECEMBER 31, 2008
 
 
 NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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  December 31, 2008, 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 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 period ended December 31, 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 period ending December 31, 2008.
 
 Recent Accounting
Pronouncements-
 Statement of Financial Accounting
Standards (SFAS) No. 141,”Business
Combinations”: In December, 2007, the Board revised this Statement with
the objective to improve relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. The statement
establishes principles and requirements for how the acquirer:
 a.
              recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any non-controlling interest in the
      acquiree,
 b.
              recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase,
 and
 c.
              determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.
  F-6
 
 BONANZA
ONE, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED DECEMBER 31, 2008
 
 
 NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 This
Statement is effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008. The adoption of this Standard is not expected to
have a material effect on the Company’s results of operations or financial
position.
 Statement of Financial Accounting
Standards (SFAS) No. 160,”Noncontrolling
Interests in Consolidated Financial Statements- an Amendment of ARB No.
51”: In December, 2007, the Board issued this Statement with the
objective of improving the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require:
 a.
              the
      ownership interests in subsidiaries held by parties other than the parent
      be clearly identified, labeled, and presented in the consolidated
      statement of financial position within equity, but separate from the
      parent’s equity,
 b.
              the
      amount of consolidated net income attributable to the parent and to the
      non-controlling interest be clearly identified and presented on the face
      of the consolidated statement of
income.,
 c.
              changes
      in a parent’s ownership interest while the parent retains its
      controlling  financial interest in its subsidiary are accounted
      for consistently,
 d.
              the
      gain or loss on the deconsolidation of the subsidiary is measured using
      the fair value of any non-controlling equity investment rather than the
      carrying amount of that retained
investment
 and
 e.
              entities
      provide sufficient disclosures that clearly identify and distinguish
      between the interest of the parent and the interests of the
      non-controlling owners.
 This
Statement is effective for annual periods beginning after December 15, 2008. The
adoption of this standard is not expected to have a material effect on the
Company’s operations or financial position.
 Statement of Financial Accounting
Standards (SFAS) No. 161,”Disclosures
about Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No.133”:In March, 2008, The Board issued this Statement which
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 enhance 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 effect 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. It 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.
 
 NOTE B-SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the year ended December 31, 2008 is
summarized as follows:
 Cash paid
during the year ended December 31, 2008 for interest and income
taxes:
 Income
      taxes
                      
                      $
                      NONEInterest
                      
                      $
                      NONE
  F-7
 
 BONANZA
ONE, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED DECEMBER 31, 2008
 
 
 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 December 31,
2008.
 
 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 the
period from July 01, 2008 through December 31, 2008.
 
 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 December 31, 2008 is as follows:
 
 Total
      Deferred Tax Assets
                    
                    $
                    (8,048
                    )Valuation
      Allowance
                    
                    
                    8,048Net
      Deferred Tax Asset
                    
                    $
                    0
  The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for the period from inception through December 31, 2008 is
as follows:
 
 Income
      tax computed at the federal statutory rate
                    
                    
                    34.0
                    %State
      income tax, net of federal benefit
                    
                    
                    0.0
                    %Total
                    
                    
                    34.0
                    %Valuation
      allowance
                    
                    
                    -34.0
                    %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 $1,300.
 
 As of
December 31, 2008, the Company had a federal and state net operating loss carry
forward in the amount of approximately $ 23,000, which expires in the year
ending June 30, 2028.
  F-8
 
 BONANZA
ONE, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED DECEMBER 31, 2008
 
 NOTE E-GOING
CONCERN
 
 As shown
in the accompanying audited financial statements, the Company has suffered a
loss from operations to date. It has experienced a loss of $23,672 since
inception and has a small working capital. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
 Management’s
plans in regard to this matter are to raise equity capital and seek strategic
relationships and alliances in order to increase sales in an effort to generate
positive cash flow. Additionally, the Company must continue to rely upon equity
infusions from investors in order to improve liquidity and sustain operations.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
 
 NOTE
F-COMMITMENTS
 
 As
of  December 31, 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 period from July 01, 2008 through December 31, 2008, the Company issued no
stock. In the prior year it issued 1,500,000 to the following:
 
 John
      Holcomb
                    
                    
                    750,000Anna
      Davis
                    
                    
                    750,000
                    *
 
 Subsequent
to issuance, Ms Davis transferred all of her shares of Company stock to Mr.
Holcomb
 
 The
Company is authorized to issue 10,000,000 preferred shares at $0.0001 per
share.
 During
the period from inception (June 05, 2007) through December 31, 2008, the Company
issued no preferred stock.
 
 NOTE H-DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of December 31, 2008 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-9


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 to serve as a vehicle to acquire, through a reverse acquisition,
merger, capital stock exchange, asset acquisition or other similar business
combination (“Business Combination”), an operating or development stage business
("Target Business") which desires to utilize our status as a reporting
corporation under the Securities Exchange Act of 1934.  We have
neither engaged in any operations nor generated any revenues since our
inception.





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





Our
management will have broad discretion in 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 acquiring a Target Business.  Accordingly, he may not
successfully identify a Target Business or conclude a Business
Combination.   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) in
order to ensure that Business Combination qualifies as a “tax free” transaction
under federal tax laws.  The issuance of additional shares of our
capital stock:




·
            will
      significantly reduce the equity interest of our stockholders;
      and





·
            will
      cause a change in and likely result in the resignation or removal of our
      present officer and director.





Our
management anticipates that the Company likely will be able to 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.


2


Liquidity and Capital
Resources.





During
the next twelve months we anticipate incurring costs and expenses related to
filing of Securities Exchange Act reports and investigating and consummating a
Business Combination.  Management expects to fund additional costs and
expenses which may be incurred in connection with due diligence activities and a
Business Combination 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.





Results of
Operations.





Since our inception, we have not
generated any revenues.  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 with a Target Business, if
ever.  We cannot provide investors with any assessment as to the
nature of a Target Business’s operations or speculate as to the status of its
products or operations, whether at the time of the Business Combination it will
be generating revenues or its future prospects.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report.  This evaluation was carried out under the
supervision and with the participation of our management, including our chief
executive officer, who is our principal executive officer and our principal
financial officer.  Based on this evaluation,
management has concluded that the design and operation of our
disclosure controls and procedures are effective.  There were no
changes in our internal control over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.  In designing and evaluating
our controls and procedures, our management recognized that disclosure controls
and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of disclosure controls
and procedures are met.  Additionally, in designing disclosure
controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure
controls and procedures.  The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions.


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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. Changes in Securities and Small Business Issuer Purchase of Equity
Securities.





(a) During
the three months ended December 31 2008, the Company did not issue any
securities.





(b) None.





(c)
None.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to a Vote of Security Holders.





None.





Item
5. Other Information.





None.





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 December 31, 2008.32.1
                    
                    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.


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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:
              February 12, 2009
              
              By:
              /s/John
      HolcombJohn
      Holcomb, President


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