UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			December 13, 2011

Bonanza One, Inc.

SECURITIES AND EXCHANGE COMMISSION

(Exact name of registrant as specified in its charter)

Nevada	000-52900	26-0378663
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Washington, D.C. 20549

610 1st Street, Vero Beach, Florida				32962
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (772) 492-9310

FORM 8-K

146 Parkside Lane, Mooresville, North Carolina 28117
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

~~CURRENT REPORT~~Item 1.01 Entry into a Material Definitive Agreement

~~Pursuant to~~On ~~Section~~December 13, or2011, 15Bonanza One, Inc. (dthe “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Sustainable Growth Group America, Inc. (the “Buyer”), a Delaware corporation, and John Holcomb (the “Seller”), the former President, Secretary, Treasurer, sole director and sole stockholder of the Company. The ~~Securities~~closing ~~Exchange~~of ~~Act~~the oftransactions ~~1934~~(the “Closing”) contemplated by the Agreement occurred simultaneously with the parties’ entry into the Agreement.

~~Date~~Pursuant to the Agreement, the Seller sold to the Buyer, and the Buyer agreed to purchase, 1,500,000 shares of ~~Report~~ common stock, par value $0.0001 per share (~~Date~~the “Common Stock”) of ~~earliest~~the ~~event~~Company, ~~reported):~~constituting ~~August~~all 27of the issued and outstanding Common Stock, ~~2010~~for an aggregate purchase price of $50,000.

~~BONANZA~~The ~~ONE~~foregoing description of the Agreement does not purport to describe all of the terms and provisions thereof and is qualified in its entirety by reference to the Agreement, ~~INC~~ which is filed as Exhibit 10. 1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~(Exact name~~Item of5.01 Changes ~~registrant as specified~~ in ~~its~~Control ~~charter)~~of Registrant

Nevada	000-52900	26-0378663
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Prior to the Closing, the Seller owned all of the issued and outstanding shares of Common Stock and served as the President, Secretary, Treasurer and sole director of the Company. In connection with the Closing, the Seller resigned from all of the positions he previously held with the Company.

~~146~~Upon ~~Parkside Lane~~the Closing, ~~Mooresville~~the Company became a wholly owned subsidiary of the Buyer. In addition, ~~North Carolina 28117~~ as of December 13, 2011, Arthur Christian Hilmer has been elected as the sole director of the Company and appointed as the President of the Company.

The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of December 13, 2011, by (~~Address~~i) each person known by the Company to be the beneficial owner of ~~principal~~5% ~~executive offices~~or more of the outstanding Common Stock, (ii) each executive officer and director of the Company, and (~~Zip Code~~iii) all of the Company’s executive officers and directors as a group. The address of each of the persons listed below is 610 1st Street, Vero Beach, Florida 32962.

Registrant’s telephone number, including area code: (704) 660-0546

Name and Address	Shares of Common Stock (1)	Percent of Class (2)
Sustainable Growth Group America, Inc.	1,500,000	100.0%

Arthur Christian Hilmer (3)	0	0.0%

All directors and officers as a group	0	0.0%

~~(Former name or former address, if changed since last report.)~~2

~~Check~~(1) Under Rule 13d-3 of the ~~appropriate~~ ~~box~~Exchange ~~below~~Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the ~~Form~~power ~~8-K~~to ~~filing~~vote isor ~~intended~~the power to ~~simultaneously satisfy~~dispose of the ~~filing~~shares). In ~~obligation~~addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the ~~registrant~~date ~~under~~as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the ~~following provisions:~~amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

~~[ ] Written communications~~(2) Based ~~pursuant~~on to1,500,000 ~~Rule~~shares ~~425~~of ~~under~~Common ~~the~~Stock ~~Securities~~issued ~~Act~~and ~~(17~~outstanding ~~CFR 230~~as of the Closing.~~425).~~

~~[ ] Soliciting material~~(3) Mr. ~~pursuant~~Hilmer tois ~~Rule~~the ~~14a-12~~President ~~under~~and ~~the~~sole ~~Exchange~~director ~~Act~~of ~~(17~~the ~~CFR 240~~Company.~~14a-12).~~

[The ]disclosure ~~Pre-commencement~~set ~~communications~~forth ~~pursuant~~in toItem ~~Rule~~1.01 ~~14d-2(b)~~of ~~under~~this ~~the~~Current ~~Exchange~~Report ~~Act~~on ~~(17~~Form ~~CFR~~8-K ~~240~~is incorporated herein by reference.~~14d-2(b)).~~

[Prior ]to ~~Pre-commencement~~the ~~communications~~Closing, ~~pursuant~~the toCompany was a shell company (as such terms are defined in Rule ~~13e~~12b-~~4(c)~~2 under the Securities Exchange Act of 1934, as amended (17the ~~CFR~~“Exchange ~~240~~Act”)) and, following the Closing, will remain a shell company.~~13e-~~ The Company previously reported (i) the disclosures required to be made by Items 1, 1A, 2, 3, 4, 5, 6, 7, 8, 9, 10, 13, 14 and 15 of Form 10 in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011; and (cii)) the disclosures required to be made by Items 11 and 12 of Form 10 in the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on November 11, 2007.

Item 4 5.~~01.~~02 Departure ~~Changes~~of inDirectors ~~Registrant’s~~or ~~Certifying~~Principal ~~Accountant~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

~~Effective August~~The ~~27,~~disclosure ~~2010,~~set ~~the~~forth ~~client-auditor~~in ~~relationship~~Item ~~between Bonanza One, Inc~~5.01 ~~(the "Company")~~of ~~and~~this ~~Traci~~Current J.Report ~~Anderson,~~on ~~CPA~~Form ~~(the~~8-K ~~"Former~~is ~~Auditor")~~incorporated ~~was~~herein ~~terminated~~by ~~upon the dismissal of the Former Auditor as the Company’s independent registered accounting firm~~reference. ~~Effective~~The ~~August 27, 2010, the Company engaged Bongiovanni & Associates, CPA~~Seller’s ~~("B&A")~~written asresignation ~~its~~letter ~~principal~~is ~~independent public~~filed ~~accountant~~as toExhibit ~~audit the Company's financial statements for the year ending June 30, 2010~~17. ~~The~~1 ~~decision~~ to ~~change~~this ~~accountants~~Current ~~was recommended~~Report ~~and~~on ~~approved~~Form by8-K ~~the Company's Board of Directors, effective August 27, 2010,~~ and ~~was~~is ~~necessitated~~incorporated asherein ~~a result of the revocation of the registration of the Former Auditors~~ by ~~the Public Company Accounting Oversight Board (“PCAOB”) for violations of rules and auditing standards in auditing financial statements, PCAOB rules and quality control standards~~reference.

~~The Former~~Effective ~~Auditor's~~as ~~reports~~of onDecember 13, 2011, in connection with the ~~financial~~Closing ~~statements~~and the resignation of the ~~Company~~Seller, ~~for~~Mr. Hilmer has been elected as the ~~years~~ ~~ended~~sole ~~June~~director 30of the Company, ~~2009~~to hold office until his successor is elected and ~~2008~~qualified. Effective as of December 13, ~~did~~2011, ~~not~~Mr. ~~contain~~Hilmer ~~any~~has ~~adverse~~also ~~opinion~~been ~~or disclaimer~~appointed as the President of ~~opinion~~the ~~and~~Company, ~~was~~to ~~not~~hold such office until his successor is appointed and qualified. Mr. orHilmer ~~modified~~previously served as the Director of International Sales and Marketing at CellSolutions, a manufacturer of liquid based cytology products, from 2003 to ~~uncertainty~~2011. In his career, ~~audit scope~~Mr. orHilmer ~~accounting~~has ~~principles~~held other high-level marketing, development and sales positions at various companies, including public corporations, such as Biofield Corporation (now called MacKay Life Sciences, Inc.) and Deltex Medical. Mr. Hilmer also serves on the board of directors of ArtSpring, Inc., a non-profit organization promoting the value of arts education within underserved communities. Mr. Hilmer received his Masters of Business Administration from Babson College and his Bachelor of Arts from the University of North Carolina. The Company believes that Mr. Hilmer brings to the board of directors his substantial experience in business development and management.

The reports of the Former Auditor on the Company’s financial statements as of and for the years ended June 30, 2009 and June 30, 2008, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.3

~~During the~~Item ~~years~~9.01 Financial ~~ended~~Statements ~~June 30, 2009~~ and 2008 and in the subsequent interim periods through the date the relationship with the Former Auditor concluded, there were no disagreements between the Former Auditor and the Company on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.Exhibits

~~There have been no reportable events as defined in Item 304~~(ad)~~(1)(v) of Regulation S-K during the years ended June 30, 2009 and 2008 or in any subsequent interim periods through the date the relationship with the Former Auditor ceased.~~ Exhibits

The Company has authorized the Former Auditor to respond fully to any inquiries of the Company's new audit firm, B&A, relating to its engagement as the Company's independent accountant. The Company has requested that the Former Auditor review the disclosure contained in this Report and the Former Auditor has been given an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respect in which it does not agree with the statements made by the Company herein. The Company will file such letter with the Securities and Exchange Commission (the "Commission") as an exhibit to an amendment to this Current Report on Form 8-K/A within two days of receiving it but no later than ten days after the filing of this Report.

Exhibit No.		Description
10.1		Stock Purchase Agreement, dated as of December 13, 2011, by and among Sustainable Growth Group America, Inc., a Delaware corporation, John Holcomb and Bonanza One, Inc., a Nevada corporation *

17.1		Written resignation letter of John Holcomb *

~~The Company~~* ~~has~~Filed not previously consulted with B&A regarding either (i) the application of accounting principles to a specific completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable event (as provided in Item 304(a)(1)(v) of Regulation S-K) during the years ended June 30, 2009 and June 30, 2008, and any later interim period, including the interim period up to and including the date the relationship with the Former Auditor ceased. B&A has reviewed the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 (a). B&A has elected not furnish a letter to the Commission.herewith

~~Item 9.01. Financial Statements and Exhibits.~~4

~~(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K~~SIGNATURE

~~16.1 Letter~~Pursuant ~~from Traci~~to J.the ~~Anderson~~requirements toof the Securities ~~and~~ Exchange ~~Commission~~Act ~~dated~~of ~~September~~1934, 2as amended, ~~2010~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~BONANZA ONE, INC. By: /s/ Arthur Christian Hilmer Name: Arthur Christian Hilmer Title: President

Date: ~~Pursuant~~December ~~to the requirements of the Securities Exchange Act of 1934~~19, ~~the~~2011 ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

		BONANZA ONE, INC.
Date: September 2, 2010	By:	/s/ John Holcomb
	Name:	John Holcomb
	Title	President

Filing Compare · BONANZA ONE, INC.