**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: September 30, 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 companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the 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.  x 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 November 12, 2008 there were 1,500,000
      shares of common stock outstanding.








**PART
      I — FINANCIAL INFORMATION**





Item
      1.
      Financial Statements.





PageBalance
                Sheet – September 30, 2008 (Unaudited)
            F-1Statement
                of Operations
              Three
                Months Ended September 30, 2008 (Unaudited) and
              Since
                inception (June 5, 2007) (Unaudited)
            F-2Statement
                of Stockholders Deficit
            F-3Statement
                of Cash Flows
              Three
                Months Ended September 30, 2008 (Unaudited) and
              Since
                inception (June 5, 2007) (Unaudited)
            F-4Notes
                to Financial Statements (Unaudited)
            F-5


1




**Bonanza
                  One, Inc.****(A
                  Development Stage Company)****Balance
                  Sheet (Unaudited)****As
                  of September 30, 2008**
 
 September 30,2008ASSETSCURRENT
                  ASSETSCash
              
              $
              420TOTAL
                  CURRENT ASSETS
              
              
              420TOTAL
                  ASSETS
              
              $
              420LIABILITIES
                  AND STOCKHOLDERS' DEFICITLIABILITIESShareholder
                  Note Payable
              
              $
              18,500Accrued
                  Interest Payable
              
              
              1,528TOTAL
                  CURRENT LIABILITIES
              
              
              20,028TOTAL
                  LIABILITIES
              
              
              20,028STOCKHOLDERS'
                  DEFICITPreferred
                  stock ($0.0001 par value; 10,000,000 shares authorized; no shares
                  issued
                  or outstanding at September 30, 2008)
              
              
              -Common
                  stock ($0.0001 par value; 100,000,000 shares authorized; 1,500,000
                  issued
                  and outstanding at September 30, 2008)
              
              
              150Accumulated
                  Deficit
              
              
              (19,758
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              $
              (19,608
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              420
  F-1
 
 **Bonanza
                  One, Inc.****(A
                  Development Stage Company)****Statement
                  of Operations (Unaudited)****For
                  the period from July 01, 2008 Through September 30,
                  2008**
 
 For The3 Months
              
              Total SinceEnding
              
              InceptionSeptember 30,
              
              June 5,2008
              
              2007REVENUES:Income
              
              $
              -
              
              $
              -Total
                  Revenue
              
              
              -
              
              
              -EXPENSES:Professional
                  Fees
              
              
              3,254
              
              
              18,230Selling,
                  General, and Administrative
              
              
              -
              
              
              -Total
                  Expenses From Operation
              
              
              3,254
              
              
              18,230Interest
                  Expense
              
              
              328
              
              
              1,528Loss
                  from Operations
              
              $
              3,582
              
              $
              (19,758
              )NET
                  LOSS
              
              $
              (3,582
              )
              $
              (19,758
              )Basic
                  and fully diluted net loss per common share:
              
              $
              (0.00
              )
              $
              (0.01
              )Weighted
                  average common shares outstanding
              
              
              1,500,000
              
              
              1,500,000
  F-2
 
 **Bonanza
                  One, Inc.****(A
                  Development Stage Company)****Statement
                  of Stockholders' Deficit (Unaudited)****For
                  the period from July 01, 2008 Through September 30,
                  2008**
 
 Additional
              
              DeficitCommon Stock
              
              Preferred Stock
              
              Paid-in
              
              Accum-Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              ulatedBalances,
                  July 01, 2008
              
              
              1,500,000
              
              $
              150
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (16,176
              )Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,582
              )Capital
                  contributions
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                  of shares
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balances,
                  September 30, 2008
              
              
              1,500,000
              
              $
              150
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (19,758
              )
  F-3
 
 **Bonanza
                  One, Inc.****(A
                  Development Stage Company)****Statement
                  of Cash Flows (Unaudited)****For
                  the period from July 01, 2008 Through September 30, 2008**
 
 For The3 Months
              
              Total SinceEnding
              
              InceptionSeptember 30,
              
              June 5,2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (3,582
              )
              $
              (19,758
              )Adjustments
                  to reconcile net (loss) to net cash used in operations:Changes
                  in Assets and Liabilities:
              
              
              328
              
              
              1,528NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (3,254
              )
              
              (18,230
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Note
                  Payable to Related Party
              
              
              3,500
              
              
              18,500NET
                  CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
              
              
              3,500
              
              
              18,500CASH
                  FLOWS FROM FINANCING ACTIVITIES:Capital
                  Stock issued
              
              
              -
              
              
              150NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              -
              
              
              150CASH
                  AND CASH EQUIVALENTS,BEGINNING OF PERIOD
              
              
              174
              
              
              -CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              420
              
              $
              420
  F-4
 
 BONANZA
                  ONE, INC.(A
                  Development Stage Company)NOTES
                  TO FINANCIAL STATEMENTS (UNAUDITED)FOR
                  THE PERIOD ENDED SEPTEMBER 30, 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 $18,500 and bear interest at 8% per annum on demand. The
        interest accrued, but not paid, for this period is $328.
 
 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 SEPTEMBER 30, 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 September 30, 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 September 30, 2008.
 
 Stock-Based
        Compensation -
        The
        Company accounts for stock-based compensation using the fair value method
        of
        Statement of Financial Accounting Standards (SFAS) No. 123R. This statement
        requires a public entity to measure the cost of employee services received
        in
        exchange for an award of equity instruments based on the grant-date fair
        value
        of the award (with limited exceptions). That cost will be recognized over
        the
        period during which an employee is required to provide service in exchange
        for
        the award- the requisite service period (usually the vesting period). No
        compensation cost is recognized for equity instruments for which employees
        do
        not render the requisite service.
 
 Fair
        Value for Financial Assets and Financial Liabilities- The
        Company has adopted Statement of Financial Accounting Standards (SFAS) No.
        159, *“The
        Fair Value for Financial Assets and Financial Liabilities- Including an
        Amendment of FASB Statement No. 115”* .
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at value. The objective is to improve financial reporting
        by
        providing entities with the opportunity to mitigate volatility in reporting
        earnings caused by measuring related assets and liabilities differently without
        having to apply complex hedge accounting provisions. This is expected to
        expand
        the use of fair value measurement, which is consistent with the Board’s
        long-term measurement objectives for accounting for financial instruments.
        No
        such assets or liabilities were recognized during the period ending September
        30, 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 liabilitiesassumed,
                  and any non-controlling interest in the acquiree,
 b.
              recognizes
                  and measures the goodwill acquired in the business combination
                  or a gain
                  from a bargainpurchase,
                  and
 c.
              determines
                  what information to disclose to enable users of the financial statements
                  to evaluate the natureand
                  financial effects of the business
                  combination.
  F-6
 
 BONANZA
                  ONE, INC.(A
                  Development Stage Company)NOTES
                  TO FINANCIAL STATEMENTS (UNAUDITED)FOR
                  THE PERIOD ENDED SEPTEMBER 30, 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 September 30, 2008
        is
        summarized as follows:
  Cash
        paid
        during the year ended September 30, 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 SEPTEMBER 30, 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 September 30, 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 September 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 September 30, 2008 is as follows:
 
 Total
                  Deferred Tax Assets
              
              $
              (6,718
              )Valuation
                  Allowance
              
              
              6,718Net
                  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 September 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 $1,218.
 
 As
        of
        September 30, 2008, the Company had a federal and state net operating loss
        carry
        forward in the amount of approximately $ 19,758, 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 SEPTEMBER 30, 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 $19,758 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
        September 30, 2008, the Company had no commitments.
 
 **NOTE
        G-CAPITAL STOCK**
 
 The
        Company is authorized to issue 100,000,000 common shares at $0.0001 par value
        per share.
 During
        the period from July 01, 2008 through September 30, 2008, the company issued
        no
        stock. In the prior year it issued 1,500,000 to the following:
  John
                  Holcomb
              
              
              750,000Ann
                  Davis
              
              
              750,000Total
              
              
              1,500,000
 
 Ann
        Davis
        has since signed her stock over to John 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 September 30, 2008, the
        company issued no preferred stock.
 
 **NOTE
        H-DEVELOPMENT STAGE COMPANY**
 
 The
        Company is in the development stage as of September 30, 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.
 
 **NOTE
        I- LOANS FROM RELATED PARTY**
 
 On
        June
        30, 2007, the Company borrowed $15,000 from John Holcomb who is a principal
        shareholder of this Company. Subsequently, the Company borrowed $1,000 (
        July
        08, 2008) and $2,500 (September 15, 2008). The note is due upon demand and
        bears
        interest at the rate of 8%, per annum. At this date, no interest had been
        paid,
        but $1528 had been accrued.
 F-9




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





Overview .





We
      were
      formed to serve as a vehicle to acquire, through a merger, capital stock
      exchange, asset acquisition or other similar business combination (“Business
      Combination”), an operating or development stage 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 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, they 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 likely result in the resignation or removal of
                one or
                more of our present officers and
                directors.





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.





Liquidity
      and Capital Resources .





During
      the next twelve months we anticipate incurring costs and expenses related to
      filing of 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.


2





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.**





Our
      management is responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 as amended (the “Exchange Act”)), designed to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      by
      an issuer in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the issuer’s management, including its principal
      executive officer or officers and principal financial officer or officers,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.





The
      Company has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures as of September 30, 2008 (the “Evaluation
      Date”). Such evaluation was conducted under the supervision and with the
      participation of the Company’s principal executive officer who also is our
      principal financial officer. Based upon such evaluation, the Company’s principal
      executive officer has concluded that, as of the Evaluation Date, the Company’s
      disclosure controls and procedures were effective. There have been no changes
      in
      the Company’s internal controls over financial reporting that occurred during
      the Company’s most recent fiscal quarter, that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal controls 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.


3





**Item
      2. Changes in Securities and Small Business Issuer Purchase of Equity
      Securities.**





(a) None.





(b) None.





(c)
       During the three months ended September 30 2008, the Company did not issue
      any securities.





(d) None.





(e) 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 September 30, 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.


4





**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:November
                12, 2008
            By:
            /s/
                John HolcombJohn
                Holcomb, President


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