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~~ August 1013, 2004

Bio-One Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada	~~Nevada~~000-31889	~~000~~65-~~31889~~0815746	~~65-0815746~~
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1630 Winter Springs Boulevard, Winter Springs, Florida 32708

798 Executive Drive, Suite B, Oviedo, FL	32765
(Address of principal executive offices)	(Zip code)

(407) 977-1005
Registrant’s telephone number, including area code

(Address of principal executive offices)(Zip code)

(407) 977-1005

Registrant’s telephone number, including area code

Not Applicable

(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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Written~~Item ~~communications~~2.04. Triggering ~~pursuant~~Events toThat ~~Rule~~Accelerate ~~425~~or ~~under~~Increase ~~the~~a ~~Securities~~Direct ~~Act~~Financial ~~(17~~Obligation ~~CFR~~or ~~230.425)~~an Obligation Under an Off-Balance Sheet Arrangement

¨On March 31, 2004, Bio-One Corporation (“Bio-One”) and Interactive Nutrition International Inc. (“INII”) executed a Convertible Promissory Note (the “Note”) in the principal amount of C$15,000,000. Bio-One and INII are collectively referred to as the “Debtors.” The Note was delivered as partial consideration in connection with a share exchange transaction, by and between Bio-One and Nesracorp, Inc. (formerly Interactive Nutrition Inc.) (“Nesracorp”). Pursuant to the share exchange transaction, Bio-One acquired all of the issued and outstanding capital stock of INII for an aggregate purchase price of C$30,000,000, which was paid with cash of C$15,000,000 and the Note. Pursuant to the share exchange transaction, INII became a wholly-owned subsidiary of Bio-One. Pursuant to the terms of the Note, the Debtors are obligated to make 57 consecutive installments to Nesracorp of C$268,158 commencing July 1, 2004. In connection with the Note, INII entered into a General Security Agreement, dated March 31, 2004 (the “GSA”), whereby INII granted to Nesracorp a security interest over all of the assets of INII.

~~Soliciting~~On ~~material~~August ~~pursuant~~13, 2004, Nesracorp and the Debtors entered into a forbearance agreement under the terms of which the Debtors acknowledged that they were in default under the Note and Nesracorp agreed to ~~Rule~~forebear ~~14a-12~~in enforcing its rights. On November 1, 2004 Nesracorp and the Debtors entered into a second forbearance agreement under the ~~Exchange~~terms ~~Act~~of ~~(17~~which ~~CFR~~the ~~240~~Debtors again acknowledged that they were in default under the Note and Nesracorp agreed to forbear in enforcing its rights until November 30, 2004.~~14a-12)~~ Under both forbearance agreements, any failure of the Debtors to meet the terms and conditions of such forbearance agreement constitutes a default under the forbearance agreement and Nesracorp in its sole discretion, is free to immediately exercise its remedies and enforce its rights under the GSA without any further notice requirements to the Debtors.

¨In connection with the default under the Note, on December 13, 2004, a private receiver was appointed by Nesracorp Inc. pursuant to Section 12 of the GSA. The receiver is Roxanne Anderson of Pricewaterhouse Coopers. The powers of the receiver are stipulated in Section 12 of the GSA as follows:

~~Pre-commencement~~“…any ~~communications~~such ~~pursuant~~receiver appointed by instrument in writing shall, to ~~Rule~~the ~~14d-2~~extent permitted by applicable law or to such lesser extent permitted, have all of the rights, benefits and powers of the Secured Party hereunder or under the PPSA or otherwise and without limitation have power (a) to take possession of the Collateral, (b) ~~under~~to carry on all or any part or parts of the ~~Exchange~~business ~~Act~~of the Debtor, (~~17 CFR 240.14d-2~~c) to borrow money required for the seizure, retaking, repossession, holding, insurance, repairing, processing, maintaining, protecting, preserving, preparing for disposition, disposition of the Collateral and for any other enforcement of this Agreement or for the carrying on of the business of the Debtor on the security of the Collateral in priority to the security interest created under this Agreement, and (bd) to sell, lease or otherwise dispose of the whole or any part of the Collateral at public auction, by public tender or by private sale, lease or other disposition either for cash or upon credit, at such time and upon such terms and conditions as the receiver may determine provided that if any such disposition involves deferred payment the Secured Party will not be accountable for and the Debtor will not be entitled to be credited with the proceeds of any such disposition until the monies therefore are actually received.”

¨On January 13, 2005, Bio-One filed a Statement of Claim in the Ontario Superior Court of Justice against Nesracorp, Eli Nesrallah, Joseph Nesrallah, Pamela Nesrallah, Roxanne Anderson and Pricewaterhouse Coopers. The Claim asks for (i) a discharge of the receiver, (ii) damages against Eli Nesrallah, Joseph Nesrallah, Pamela Nesrallah, the receiver and Pricewaterhouse Coopers, and (iii) a substantial adjustment in the purchase price of the transaction, or, in the alternative, rescission of the transaction. Should the Court award the adjustment in the purchase price and allow the adjustment to be applied against current installments of the Note, there would be no delinquency and the Note installments would be paid until August 2005. The Claim has not, as yet, been defended and Debtors’ counsel has received a request for mediation.

~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)~~2

~~ITEM~~Item. 89.01. Financial ~~OTHER~~Statements ~~EVENTS~~and Exhibits

On December 10, 2004, Bio One Corporation (“Bio-One”) voluntarily agreed with the staff of the Securities and Exchange Commission to suspend issuances of securities for resale under its Form SB-2 registration statement filed by Bio-One on April 14, 2004 that became effective on May 11, 2004. On December 16, 2004, Bio-One consented to the entry of an SEC Order Instituting Proceedings pursuant to Section 8(d) of the Securities Act of 1933, Making Findings and Issuing Stop Order (“Order”), suspending the effectiveness of that registration statement (Registration Number 333-114459). The Order finds that Bio-One failed to include unqualified, audited financial statements for American Nutritional Exchange (“ANE”), Interactive Nutrition International, Inc. (“INI”), and Weifang Shengtai Medicine Co. Ltd. (“Shengtai”), businesses that Bio-One acquired earlier this year, in the registration statement. Bio-One did not admit or deny the findings contained in the Order.

16.1	Forbearance agreement, dated August 13, 2004.

16.2	Forbearance agreement, dated November 1, 2004.

~~Unqualified, audited financial statements for ANE and Shengtai were filed on Form 8-K/A on November~~ 3, 2004 and November 26, 2004, respectively, and Bio-One expects to file a Form 8-K/A with unqualified, audited financial statements for INI on or before December 23, 2004. Pursuant to Section 8(d), when the registration statement is amended and declared effective by the SEC, the Order will terminate. Bio-One expects to prepare and file such an amendment promptly, but cannot predict when it will become effective.

Bio-One previously disclosed that it received requests from the SEC's Division of Enforcement for certain documents and information, including documents regarding recent and prospective acquisitions and business arrangements with certain companies, prospective investors, recent issuances of Bio-One securities, and financial statements with respect to recent acquisitions. In that regard, certain officers of and consultants to Bio-One met voluntarily with SEC staff members and provided oral testimony. Bio-One intends to continue to cooperate with the SEC's inquiry.SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES


	BIO-ONE CORPORATION

Date: February 15, 2005	By:	/s/ Armand Dauplaise
		Name:Armand Dauplaise
		Its: President, Chief Executive Officer,
		Principal Accounting Officer and Director

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~4

	BIO-ONE CORPORATION
Date: December 16, 2004	By: /s/ Armand Dauplaise
	Name: Armand Dauplaise
	Its: President, Chief Executive Officer,
	Principal Accounting Officer and Director

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