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, 2009





o
            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 Carolina28117


(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. ý  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     ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). ýYes 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 14, 2009 there were
1,500,000 shares of common stock outstanding.














PART
I - FINANCIAL INFORMATION





Item 1.
Financial Statements.




PageBalance
      Sheet – March 31, 2009 (Unaudited)
            F-1Statements
      of Operations for the nine months endedMarch
      31, 2009 (Unaudited) and since inception (June5,
      2007) (Unaudited)
            F-2Statement
      of Stockholders Deficit
            F-3Statements
      of Cash Flows for the period endedMarch
      31, 2009 (Unaudited) and since inception (June5,
      2007) (Unaudited)
            F-4Notes
      to Financial Statements (Unaudited)
            F-5






- 2
-




Bonanza
      One, Inc.(A
      Development Stage Company)Balance
      Sheet-Unaudited
  As
      ofMarch 31, 2009ASSETSCURRENT
      ASSETS:Cash
              
              $
              1,070TOTAL
      CURRENT ASSETS
              
              
              1,070TOTAL
      ASSETS
              
              $
              1,070LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Shareholder
      Note Payable
              
              $
              15,000Note
      Payable - Related Party
              
              
              10,393Accrued
      Expenses
              
              
              2,761TOTAL
      CURRENT LIABILITIES
              
              
              28,154TOTAL
      LIABILITIES
              
              
              28,154STOCKHOLDERS'
      DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no
      sharesissued
      and outstanding at March 31, 2009)
              
              
              —Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
      issued and outstanding at March 31, 2009)
              
              
              150Paid
      in Capital
              
              
              —Accumulated
      Deficit
              
              
              (27,234
              )TOTAL
      STOCKHOLDERS' DEFICIT
              
              
              (27,084
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              1,070
 
 
 F-1
 
  Bonanza
      One, Inc.(A
      Development Stage Company)Statement
      of Operations-Unaudited
  For
      the Nine
              
              
              Cumulative
      TotalMonths
      Ended
              
              
              Since
      InceptionMarch 31, 2009
              
              
              June 5, 2007REVENUES:Income
              
              $
              —
              
              
              $
              —Total
      Revenue
              
              
              —
              
              
              
              —EXPENSES:Interest
      Expense
              
              
              1,560
              
              
              
              2,760Professional
      Fees
              
              
              9,498
              
              
              
              24,474Total
      Expenses
              
              
              11,058
              
              
              
              27,234NET
      LOSS
              
              $
              (11,058
              )
              
              $
              (27,234
              )Basic
      and fully diluted net loss per common share:
              
              $
              (0.01
              )
              
              $
              (0.03
              )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
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (11,058
              )Return
      of shares issued
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Balances,
      March 31, 2009
              
              
              1,500,000
              
              
              $
              150
              
              
              
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              (27,234
              )
 
 
 
 F-3
 
  Bonanza One, Inc.(A
      Development Stage Company)Statement
      of Cash Flows--Unaudited
  Cumulative
      TotalsFor
      the Period Ended
              
              
              Since
      InceptionMarch 31, 2009
              
              
              June 5, 2007CASH FLOWS FROM
      OPERATING ACTIVITIES:Net
      loss
              
              $
              (11,058
              )
              
              $
              (27,234
              )Adjustments
      to reconcile net (loss) to net cash used in operationsChanges
      in Assets and Liabilities:Increase/(Decrease)
      in Accrued Expenses
              
              
              1,561
              
              
              
              2,761NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (9,497
              )
              
              
              (24,473
              )CASH FLOWS FROM
      INVESTING ACTIVITIES:Shareholder
      Note Payable
              
              
              10,393
              
              
              
              25,393NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
              
              
              10,393
              
              
              
              25,393CASH FLOWS FROM
      FINANCING ACTIVITIES:Proceeds
      from Issuance of Note Payable
              
              
              —
              
              
              
              —Issuance
      of shares
              
              
              —
              
              
              
              150NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              —
              
              
              
              150CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
              
              
              174
              
              
              
              —END
      OF THE PERIOD
              
              $
              1,070
              
              
              $
              1,070SUPPLEMENTAL
      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 MARCH 31, 2009
  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
Company also has a note outstanding with a related party in the amount of
$10,393 and bears interest at 8% per annum on demand.  The interest
accrued, but not paid, for this period is $2,761.
 
 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 MARCH 31, 2009
  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  March 31, 2009, 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 March 31, 2009.
 
 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 March 31, 2009.
 
 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 MARCH 31, 2009
  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 March 31, 2009 is
summarized as follows:
 Cash paid
during the year ended March 31, 2009 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 MARCH 31, 2009
  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 March 31,
2009.
 
 NOTE D-INCOME
TAXES
 
 Due to
the operating loss and the inability to recognize an income tax benefit there is
no provision for current or deferred federal or state income taxes for the
period from July 01, 2008 through June 30, 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 June 30, 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 June 30, 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 MARCH 31, 2009
 
  NOTE E-GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business.  As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $27,234, used cash from operations of $24,473 since its
inception, and has a negative working capital of $27,084 at March 31,
2009.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The Company’s ability to
continue as a going concern is also dependent on its ability to find a suitable
target company and enter into a possible reverse merger with such
company.  Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances; however there is no assurance of additional funding being
available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.
 
 NOTE
F-COMMITMENTS
 
 As
of  March 31, 2009, 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 March 31, 2009, the Company issued no
stock. In the prior year it issued 1,500,000 shares of common stock to the
following:
 
 John
      Holcomb
              
              
              750,000Anna
      Davis
              
              
              750,000
  Ms. Davis
subsequently transferred all of her shares 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 March 31, 2009, the Company
issued no preferred stock.
 
 NOTE H-DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of March 31, 2009 and to date has had no
significant operations. Recovery of the Company assets is dependent on future
events, the outcome of which is indeterminable. In addition, successful
completion of the Company’s development program and its transition, ultimately,
to attaining profitable operations is dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of sales
adequate to support the Company’s cost structure.
 
 
 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 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 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 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 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;
      and





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





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.





Liquidity and Capital
Resources.





At March
31, 2009, we had cash on hand of $1,070.  We do not expect that these
funds will be sufficient to cover our operating costs and
expenses.  During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Securities Exchange Act and the identification and evaluation
of targets for 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.  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."




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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 March 31, 2009, 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 March 31, 2009.32.1
            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: 
May 14, 2009




By: 
/s/ John Holcomb


John
Holcomb, President








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