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, 2011



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



Commission file number: 000-52900





BONANZA
ONE, INC.

(Exact name of
registrant as specified in its charter)



|Nevada                                                             | 26-0378663                              
|------------------------------------------------------------------ | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) | (I.R.S.
    Employer Identification No.)



146
Parkside Lane, Mooresville, North Carolina 28117

(Address of principal
executive offices)



(704)
660-0546

(Registrant's
telephone number)





(Former
name, former address and former
fiscal year, if changed since last report)



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



Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). SYes
£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 20, 2011 there
were 1,500,000 shares of common stock outstanding.













PART I —
FINANCIAL INFORMATION



Item 1. Financial
Statements.





|Bonanza One, Inc.                                                    
|---------------------------------------------------------------------
|(A Development Stage Company)                                        
|Balance Sheet                                                        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|ASSETS                                                               
|CURRENT ASSETS:                                                      
|Cash                                                                 
|TOTAL CURRENT ASSETS                                                 
|                                                                     
|TOTAL ASSETS                                                         
|                                                                     
|LIABILITIES AND STOCKHOLDERS'
    DEFICIT                            
|CURRENT LIABILITIES:                                                 
|Note Payable to a Related Party                                      
|Accrued Interest Payable
    to a Related Party                      
|TOTAL CURRENT LIABILITIES                                            
|                                                                     
|TOTAL LIABILITIES                                                    
|                                                                     
|STOCKHOLDERS' DEFICIT                                                
|Preferred stock ($0.0001 par value; 10,000,000
    shares authorized;
|no shares issued and outstanding)                                    
|Common stock ($0.0001 par value; 100,000,000
    shares authorized:  
|1,500,000 issued and outstanding)                                    
|Paid in Capital                                                      
|Deficit Accumulated
    During Development Stage                     
|TOTAL STOCKHOLDERS'
    DEFICIT                                      
|                                                                     
|TOTAL
    LIABILITIES AND STOCKHOLDERS' DEFICIT                      







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





(1)















|Bonanza One, Inc.                                     
|------------------------------------------------------
|(A Development Stage Company)                         
|Statement
    of Operations (Unaudited)               
|                                                      
|                                                      
|                                                      
|REVENUES:                                             
|Revenues                                              
|Total Revenue                                         
|                                                      
|EXPENSES:                                             
|Selling, general and administrative                   
|Professional Fees                                     
|Total Expenses                                        
|                                                      
|OTHER INCOME/(EXPENSE)                                
|Interest Expense-Related Party                        
|Total Other Income/(Expense)                          
|                                                      
|NET (LOSS)                                            
|                                                      
|Basic and fully diluted net loss per
    common share:
|                                                      
|Weighted average common shares outstanding            
|                                                      
|*--less than $ (.01)                                  





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





(2)











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



|                                                       |  | For the 9 months ended |           | Cumulative Total
|------------------------------------------------------ |  | ---------------------- | --------- | ----------------
|                                                       |  | March 31,              |           | Since Inception 
|                                                       |  | 2011                   |           | 2010            
|REVENUES:                                              |  |                        |           |                 
|Income                                                 |  | $                      | —         |                 
|Total Revenue                                          |  |                        | —         |                 
|                                                       |  |                        |           |                 
|EXPENSES:                                              |  |                        |           |                 
|Selling, general and administrative                    |  |                        | 686       |                 
|Professional Fees                                      |  |                        | 12,415    |                 
|Total Expenses                                         |  |                        | 13,101    |                 
|                                                       |  |                        |           |                 
|OTHER INCOME/(EXPENSE)                                 |  |                        |           |                 
|Interest Expense                                       |  |                        | (2,622    | )               
|Total Other Income/(Expense)                           |  |                        | (2,622    | )               
|                                                       |  |                        |           |                 
|NET (LOSS)                                             |  | $                      | (15,723   | )               
|                                                       |  |                        |           |                 
|Basic and fully diluted net loss per
    common share: |  |                        | *         |                 
|                                                       |  |                        |           |                 
|Weighted average common shares outstanding             |  |                        | 1,500,000 |                 
|                                                       |  |                        |           |                 
|*--less than $ (.01)                                   |  |                        |           |                 





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





(3)











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



|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|---------------------------------- |  | ------------ | --------- | --------------- |  | ------- | --- | ---------- |  | ------- | - | -----------
|                                   |  |              |           |                 |  |         |     | Additional |  |        
|                                   |  | Common Stock |           | Preferred stock |  | Paid-in |     | Deficit   
|                                   |  | Shares       |           | Amount          |  | Shares  |     | Amount     |  | Capital |   | Accumulated
|Balances, June 5, 2007 (inception) |  | $            | —         |                 |  | $       | —   |            |  | $       | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Net loss for the year              |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Issuance of common shares          |  |              | 1,500,000 |                 |  |         | 150 |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Balances, June 30, 2008            |  |              | 1,500,000 |                 |  | $       | 150 |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Net loss for the year              |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Issuance of common shares          |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Balances, June 30, 2009            |  |              | 1,500,000 |                 |  | $       | 150 |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Net loss for the year              |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Return of shares issued            |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Balances, June 30, 2010            |  |              | 1,500,000 |                 |  | $       | 150 |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Net loss for the period            |  |              | —         |                 |  |         | —   |            |  |         | — |            
|                                   |  |              |           |                 |  |         |     |            |  |         |   |            
|Balances, March 31, 2011           |  |              | 1,500,000 |                 |  |         | 150 |            |  |         | — |            





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





(4)











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



|                                                                     |  |                        |         |                 |  |                  
|-------------------------------------------------------------------- |  | ---------------------- | ------- | --------------- |  | -----------------
|                                                                     |  |                        |         |                 |  | Cumulative Totals
|                                                                     |  | For the 9 months ended |         | Since Inception
|                                                                     |  | March 31, 2011         |         | March 31, 2010  |  | June 5, 2007     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                |  |                        |         |                 |  |                  
|Net (loss)                                                           |  | $                      | (15,723 | )               |  | $                
|Adjustments to reconcile net (loss) to net cash (used in) operations |  |                        |         |                 |  |                  
|Changes in Assets and Liabilities:                                   |  |                        |         |                 |  |                  
|Increase in Accrued Interest Expense-Related
    Party               |  |                        | 2,623   |                 |  |                  
|NET CASH (USED IN) OPERATING ACTIVITIES                              |  |                        | (13,100 | )               |  |                  
|                                                                     |  |                        |         |                 |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                |  |                        |         |                 |  |                  
|Proceeds from Note Payable-Related Party                             |  |                        | 14,295  |                 |  |                  
|Issuance of shares                                                   |  |                        | —       |                 |  |                  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                            |  |                        | 14,295  |                 |  |                  
|                                                                     |  |                        |         |                 |  |                  
|CASH AND CASH EQUIVALENTS,                                           |  |                        |         |                 |  |                  
|BEGINNING OF THE PERIOD                                              |  |                        | 966     |                 |  |                  
|                                                                     |  |                        |         |                 |  |                  
|END OF THE PERIOD                                                    |  | $                      | 2,161   |                 |  | $                
|                                                                     |  |                        |         |                 |  |                  
|SUPPLEMENTAL DISCLOSURES
    OF CASH FLOW INFORMATION:               |  |                        |         |                 |  |                  
|CASH PAID DURING THE
    PERIOD FOR:                                 |  |                        |         |                 |  |                  
|Interest                                                             |  | $                      | —       |                 |  | $                
|Taxes                                                                |  | $                      | —       |                 |  | $                





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





(5)









BONANZA ONE, INC.

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

AS OF MARCH 31, 2011





NOTE
A- ORGANIZATION, BUSINESS, AND OPERATIONS



Business
Activity- Bonanza One, Inc. (“The Company”) was organized under the laws of the State of Nevada on June 5, 2007
as a corporation with a year end of June 30. The Company’s objective is to acquire or merge with a target business or company
in a business combination.



NOTE B—GOING
CONCERN



The accompanying
financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge
its liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company
has a deficit accumulated during the development stage of $56,359, used cash from operations of $48,284 since its inception, and
has a working capital deficiency of $56,210 at March 31, 2011.



The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due.  The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable
target company and enter into a possible reverse merger with such company.  Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance
of additional funding being available.  These circumstances raise substantial doubt about the Company’s ability
to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result
of this uncertainty.



NOTE C—SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES



Basis of
Presentation- The financial statements included herein were prepared under the accrual basis of accounting.



Cash and
Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity
of three months or less to be cash equivalents.



Management’s
Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements
above reflect all of the costs of doing business.



Revenue Recognition-The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company
recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers
revenue realized or realizable and earned when all of the following criteria are met:



(i) persuasive evidence of an arrangement exists,



(ii) the services have been rendered and all required milestones achieved,



(iii)
 the sales price is fixed or determinable, and



(iv) collectability is reasonably assured.



Comprehensive
Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10
of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.



Net Income
per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding
during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding
as of March 31, 2011.



Deferred
Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred
income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected
to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that
includes the enactment date.



Fair Value
of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate
fair value based on the short-term maturity of these instruments.



Impairment
of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section
360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure
requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash
flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted
future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets
were recognized during the quarter ended March 31, 2011.



Stock-Based
Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth
in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires
a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee
is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation
cost is recognized for equity instruments for which employees do not render the requisite service.



(6)











BONANZA ONE, INC.

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

AS OF MARCH 31, 2011





NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Fair Value
for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards
Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37
establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.
GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements
and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair
value hierarchy defined by Paragraph 820-10-35-37 are described below:



|Level 1 | Quoted
    market prices available in active markets for identical assets or liabilities as of the reporting date.                                                 
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                    
|Level 2 | Pricing inputs other
    than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting
    date.
|        |                                                                                                                                                                    
|Level 3 | Pricing inputs that
    are generally observable inputs and not corroborated by market data.                                                                       





The carrying
amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values
because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument
based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement
at March 31, 2011.



The Company
does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company
did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2011, nor gains or losses
are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those
assets and liabilities still held at the reporting date for the quarter ended March 31, 2011.



Recent
Accounting Pronouncements



In March 2010,
the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815). ASU No. 2010-11 update
provides amendments to subtopic 815-15, Derivatives and hedging. The amendments clarify about the scope exception in paragraph
815-10-15-11 and section 815-15-25 as applicable to the embedded credit derivatives. The ASU is effective on the first day of
the first fiscal quarter beginning after June 15, 2010. Therefore, for a calendar-year-end entity, the ASU becomes effective on
July 1, 2010. Early application is permitted at the beginning of the first fiscal quarter beginning after March 5, 2010



(7)











BONANZA ONE, INC.

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

AS OF MARCH 31, 2011





NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent
Accounting Pronouncements (continued)



In April 2010,
the FASB issued Accounting Standard Update No. 2010-12. “Income Taxes” (Topic 740). ASU No.2010-12 amends FASB Accounting
Standard Codification subtopic 740-10 Income Taxes to include paragraph 740-10-S99-4. On March 30, 2010 The President signed the
Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23, 2010. FASB
Codification topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to be based
on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated.” Therefore, the different
enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March 23, 2010
(enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement states
that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure
in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate
for registrants to analogize to this view in any other fact patterns.”



In April 2010,
the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13 provides amendments
to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market
in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is
not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise
qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment
to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding
as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently
since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted.



In April 2010,
the FASB issued Accounting Standards Update No.2010-14, “Accounting for Extractive Activities – Oil & Gas”
(Topic 932). ASU No. 2010-14 amends FASB accounting Standard paragraph 932-10-S99-1 due to SEC release no. 33-8995 [FR 78], Modernization
of Oil and Gas Reporting and provides update as to amendments to SEC Regulation S-X, Rule 4-10.



In April 2010,
the FASB issued Accounting Standard Update No. 2010-15. “Financial Services-Insurance” (Topic 944) ASU No.2010-15
gives direction on how investments through separate accounts affect an insurer’s consolidation analysis of those investments.
Under the ASU: an insurance entity should not consider any separate account interests held for the benefit of policy holders in
an investment to be the insurer's interests and should not combine those interests with its general account interest in the same
investment when assessing the investment for consolidation, unless the separate account interests are held for the benefit of
a related party policy holder as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those Subsections
require the consideration of related parties. The amendments in this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should
be applied retrospectively to all prior periods upon the date of adoption.





NOTE
D-SUPPLEMENTAL CASH FLOW INFORMATION



Supplemental
disclosures of cash flow information for the quarters ended March 31, 2011 and 2010 is summarized as follows:



Cash paid during
the quarters ended March 31, 2011 and 2010 for interest and income taxes:



|         |  |   | 2011 |  |  |   | 2010 | 
|-------- |  | - | ---- |  |  | - | ---- | 
|Interest |  | $ | —    |  |  | $ | —    | 
|Taxes    |  | $ | —    |  |  | $ | —    | 



NOTE E-SEGMENT
REPORTING



The Company
follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on
operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major
customers. The Company determined that it did not have any separately reportable operating segments as of March 31, 2011.



NOTE F-INCOME
TAXES



Due to the operating
loss and the inability to recognize an income tax benefit there is no provision for current or deferred federal or state income
taxes for six months ended March 31, 2011.



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 March 31, 2011 is as follows:

|Total Deferred Tax Asset   |  | $ | 13,816  |  
|-------------------------- |  | - | ------- | -
|Valuation Allowance        |  |   | (13,816 | )
|Net Deferred Tax
    Asset |  |   | —       |  



The reconciliation
of income taxes computed at the federal statutory income tax rate to total income taxes for the period from inception through
March 31, 2011 and 2010 is as follows:





|                                                      |  | 2011 |     | 2010
|----------------------------------------------------- |  | ---- | --- | ----
|Income tax computed at the
    federal statutory rate |  |      | 34  |     
|State income tax,
    net of federal tax benefit      |  |      | 0   |     
|Total                                                 |  |      | 34  |     
|Valuation allowance                                   |  |      | -34 |     
|Total deferred
    tax asset                          |  |      | 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 by approximately $5,089 and $3,266 for the six months ending March 31, 2011 and 2009, respectively.



As of March
31, 2011, the Company had a federal and state net operating loss carry forward in the amount of approximately $ 40,636, which
expires in the year ending June 30, 2030.





NOTE G-COMMITMENTS



As of March
31, 2011, the Company had no commitments.



NOTE H-CAPITAL
STOCK



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



During the six
months ended March 31, 2011 and 2009, the Company issued no common stock.



As of March
31, 2011, the Company has the following shares of common stock outstanding:



|Name         |  | Number
    of common shares
|------------ |  | ---------------------------
|John Holcomb |  |                            
|             |  |                            





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



During the six
months ended March 31, 2011 and 2009, the Company issued no preferred stock. No shares of preferred stock have been issued as
of March 31, 2011.



NOTE I-DEVELOPMENT
STAGE COMPANY



The Company
is in the development stage as of March 31, 2011 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 J—NOTE
PAYABLE



The Company
has the following promissory notes outstanding:



Two notes payable
to related parties in the amount of $50,295 bearing interest at 8% per annum and payable on demand.



The interest accrued, but not paid
as of March 31, 2011 is $8,075.





(8)









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



Overview



Bonanza
One, Inc. (“we,” “us” or the “Company”) was incorporated in the State of Nevada on June 5,
2007. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle
for a business combination through a capital stock exchange, merger, reverse acquisition, asset acquisition or other similar business
combination (a “Business Combination”) with an operating or development stage business (the “Target”)
which desires to utilize our status as a reporting company under the Exchange Act.



The
Company voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”)
on November 7, 2007 and, since its effectiveness, the Company has focused its efforts on identifying a possible Target 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 fiscal year ends on June 30.



Based
on our business activities, the Company is a “blank check” company. The SEC defines those companies as “any
development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has
no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.
Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies
in their respective jurisdictions. In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “shell company”
which is defined, as a company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting
solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets.
Because we are a “shell” company, the Business Combination we enter into with a Target will be deemed to be a "reverse
acquisition" or “reverse merger.”



Our
management has broad discretion with respect to identifying and selecting a prospective Target. We have not established any specific
attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development
stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served
as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated
by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management
engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends
to devote only as much time as it deems necessary to our affairs.



We
cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate
any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise
is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings
from any Business Combination.



Any
entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To
the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development
or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent
in the business and operations of such 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, we cannot assure you that we will properly ascertain or assess all significant risk factors.



(9)









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” transaction under federal tax
laws. The issuance of additional shares of our capital stock will:



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



- cause a change in control in our Company
and likely result in the resignation or removal of our officer and director as of the date of the transaction.



Our
management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited 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 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.



The
Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate
incurring costs related to filing Exchange Act reports, investigating and analyzing Targets and consummating a Business Combination.
We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested
in us by our stockholders, management or other investors. As of March 31, 2011, the Company had $2,161 in its treasury. There
are no assurances that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern
is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future
profitable operations by acquiring or merging with a profitable company.



Liquidity
and Capital Resources



At
March 31, 2011, we had total assets of $2,161, consisting exclusively of cash. This compares with total assets of $966 at June
30, 2010, our fiscal year end. At March 31, 2011, the Company had current liabilities of $58,370 compared with current liabilities
of $41,452 at June 30, 2010, in each case, comprised exclusively of amounts owed to stockholders.



Our
existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months.



To
date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently
expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary.
However, our stockholders are under no obligation to provide such funding.



The
following is a summary of the Company's cash flows provided by (used in) operating and financing activities:



|                                                     |  | Nine
    Months Ended March 31, 2011 |        | Nine
    Months Ended March 31, 2010 |  | For
    the Cumulative Period from June 5, 2007 (Inception) to March 31, 2011
|---------------------------------------------------- |  | ------------------------------------ | ------ | ------------------------------------ |  | -----------------------------------------------------------------------------
|Net Cash Used In Operating Activities                |  | $                                    | 13,100 |                                      |  | $                                                                            
|Net Cash Provided by Financing Activities            |  | $                                    | 14,295 |                                      |  | $                                                                            
|Net Increase (Decrease) in Cash and Cash Equivalents |  | $                                    | 2,161  |                                      |  | $                                                                            





We
do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with
a Target, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations
and realize our business objectives.



Results of
Operations



Since
our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues.
We reported a net loss for the three and nine months ended March 31, 2011 and 2010 of $1,009 and $15,723, respectively, compared
to a net loss of $3,118 and $11,030 for the comparable 2010 periods, and have suffered a net loss since inception of $56,359.
At March 31, 2011, we had a working capital deficit of $56,209 compared to $40,486 at March 31, 2010. Since our inception, our
operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports
under the Exchange Act, as well as interest accrued on loans from one of our stockholders.



We
do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into
a Business Combination with a Target, if ever. We cannot provide investors with any assessment as to the nature of a Target’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.



Going Concern



Our
negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial
doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on its ability to generate cash from the sale of its securities and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations;
however, there can be no assurance the Company will be successful in these efforts.



The
financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.



(10)









Item 3. Quantitative
and Qualitative Disclosures About Market Risk.



Not
applicable.



Item 4(T).
Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



As
of March 31, 2011, the Company’s management carried out an evaluation, under the supervision and with the participation
of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined
in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on such evaluation, the Company’s
Chief Executive Officer has concluded that the Company's disclosure controls and procedures were effective.



Changes in
Internal Controls



There
have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act) during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.



Forward Looking
Statements



Statements,
other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and
our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Although we believe that our forward looking statements are based on reasonable assumptions,
we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results
to differ materially from those projected Among those risks, trends and uncertainties are important factors that could cause actual
results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to
identifying a target business; management’s ability to consummate a business combination; the financial condition of the
target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations;
the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update
or revise these forward-looking statements.



When
used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties,
actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important
reasons.



(11)









PART II —
OTHER INFORMATION



Item 1. Legal Proceedings.



There
are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any
owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its
property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.



Item 1A.
Risk Factors.



Smaller
reporting companies are not required to provide the information required by this item. We refer readers to our Annual Report on
Form 10-K as filed with the SEC on October 12, 2010 for a description of the risks associated with our business and an investment
in our securities.



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



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. (Reserved)



Item 5. Other Information.



None.



Item 6. Exhibits.



|Exhibit | Description                                                                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1    | 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
|        |                                                                                                                                                                                                                     
|32.1*   | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                



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





(12)









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 20, 2011 | By:   | /s/ John
    Holcomb                                                                   
|                   | Name: | John Holcomb                                                                           
|                   | Title | President.
    Principal Executive Officer and Principal Financial Officer