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) : ~~July~~October 825, 2011

Commission File No. 333-136643

ONE BIO, CORP.

(Exact name of registrant as specified in its charter)

Florida		59-3656663
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
19950 West Country Club Drive, Suite 100, Aventura, FL 33180
(Address of principal executive offices)
888-676-4445
(Issuer telephone number)
(Former Name and Address)

~~19950~~Check ~~West~~the ~~Country~~appropriate ~~Club~~box ~~Drive,~~below ~~Suite~~if ~~100,~~the ~~Aventura,~~Form FL8-K ~~33180~~ filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ~~(Address~~Written ofcommunications ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 425 under the Securities Act (17 CFR 230.425)

~~305~~o Soliciting material pursuant to Rule 14a-~~328~~12 under the Exchange Act (17 CFR 240.14a-~~8662~~12)

~~(Issuer~~o ~~telephone~~Pre-commencement ~~number~~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))

~~(Former~~ITEM ~~Name~~4.01 Change ~~and~~in ~~Address)~~Registrant’s Certifying Accountant

~~Check~~Effective ~~the~~October ~~appropriate~~25, ~~box~~2011 ~~below~~Jewett, ifSchwartz, Wolfe and Associates were dismissed as the ~~Form~~independent ~~8-K~~registered ~~filing~~public isaccounting ~~intended~~firm tofor ~~simultaneously~~ONE ~~satisfy~~Bio, ~~the~~Corp., ~~filing~~a ~~obligation~~Florida ofCorporation (the ~~registrant~~“Registrant”) ~~under~~and ~~any~~BDO ofUSA, LLP. (“BDO”) was engaged as the ~~following~~Registrant’s ~~provisions:~~independent registered public accounting firm.

oThe ~~Written~~reports ~~communications~~on ~~pursuant to Rule 425 under~~ the ~~Securities~~Registrant’s ~~Act~~financial ~~(17~~statements ~~CFR~~for ~~230.425)~~each oof ~~Soliciting~~the ~~material~~two ~~pursuant~~fiscal toyears ~~Rule~~ended ~~14a-12~~December ~~under~~31, ~~the~~2009 ~~Exchange~~and ~~Act~~2010 ~~(17~~did ~~CFR~~not ~~240.14a-12)~~contain oan ~~Pre-commencement~~adverse ~~communications~~opinion ~~pursuant~~or toa ~~Rule~~disclaimer ~~14d-2(b)~~of ~~under~~opinion ~~the~~and ~~Exchange~~were ~~Act~~not ~~(17~~qualified ~~CFR~~or ~~240.14d-2(b))~~modified oas ~~Pre-commencement communications pursuant~~ to ~~Rule~~uncertainty, ~~13e-4(c)~~audit ~~under~~scope, ~~the~~or ~~Exchange~~accounting ~~Act (17 CFR 240~~principles.~~13e-4(c))~~

~~SECTION~~In 8connection –with ~~Other~~the ~~Events~~audits of the Registrant’s financial statements for each of the two fiscal years ended December 31, 2009 and 2010 and through June 30, 2011 there were no disagreements with Jewett, Schwartz, Wolfe and Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Jewett, Schwartz, Wolfe and Associates would have caused the auditor to make reference to the matter in its reports.

~~ITEM~~The 1Registrant has provided Jewett, Schwartz, Wolfe and Associates with a copy of this current report on Form 8-K and has requested Jewett, Schwartz, Wolfe and Associates to furnish the Registrant with a letter addressed to the U.01S. Securities and Exchange Commission stating whether it agrees with the above statements and, if not, to state the respects in which it does not agree with such statements. ~~ENTRY~~Jewett, ~~INTO~~Schwartz, AWolfe ~~MATERIAL~~and ~~DEFINITIVE~~Associates ~~AGREEMENT~~response letter, dated October 25, 2011, is filed as Exhibit 16.1 to this current report on Form 8-K.

~~(i) On~~Prior ~~July~~to 8,BDO’s ~~2011 with an effective date of June 1~~engagement, ~~2011, we entered into a Fourth Loan Extension Agreement (“Extension”) with UTA Capital and other investors (collectively~~ the ~~“Investors”~~Registrant ordid ~~“Purchasers”~~not ~~and~~consult ~~together~~ with ~~the~~BDO ~~Company~~regarding ~~the~~either ~~“Parties”), pursuant to which, among other things, on or before July 29, 2011,~~ the ~~Company~~application ~~shall~~of ~~make~~accounting aprinciples ~~principal reduction payment~~ to the Purchasers in respect of the loan evidenced by an aggregate of $2,900,000 of Promissory Notes executed by the Company and each of the Purchasers on August 12, 2010 and as amended, modified and extended through the date of the Extension (each, a ~~“Note”~~specified ~~and~~transaction, ~~collectively,~~either ~~the~~completed ~~“Notes”)~~or ~~in the aggregate amount of $348~~contemplated,~~000~~ ~~(the~~or ~~“Principal Reduction Payment”). After giving effect to~~ the ~~payment~~type of ~~the~~audit ~~Principal~~opinion Reduction Payment, the outstanding principal amount of the Notes shall be reduced by $348,000 to $2,552,000 (the “Outstanding Principal Amount”). The Maturity Date of the Notes was further extended to December 1, 2011 (the “Extended Maturity Date”). In addition, the Company and each of the Purchasers agreed that ~~from~~might ~~and after June 1, 2011, interest shall continue to accrue under the Notes at an Interest Rate of eight percent (8%) per annum. Interest from and after the date of the Extension shall~~ be ~~payable~~rendered ~~by the Company to the Purchasers~~ on ~~a monthly basis on~~ the first business day of each month that the Notes remain outstanding commencing on August 1, 2011. Notwithstanding the terms and conditions of any prior agreements between the Purchasers and the Company to the contrary, the Company and Purchasers acknowledged and agreed that the $580,000 Premium Payment under the Notes shall be converted to 216,000 shares of the CompanyRegistrant’s ~~common~~financial ~~stock (“Conversion Shares”)~~statements. The Company and Purchasers also agreed to cancel, null and void the following warrants: (a)Warrants to purchase an aggregate of 90,000 shares of common stock issued to the Purchasers on or about April 1, 2011; (b)Warrants to purchase an aggregate of 58,000 shares of common stock issued to the Purchasers on or about January 1, 2011; and (c) Warrants to purchase an aggregate of 98,733 shares of common stock subject to future issuance to the Purchasers. In consideration of the issuance of the Conversion Shares, including the New Shares and the Principal Reduction Payment, concurrent with the execution and delivery of the Extension, the Company’s obligation to issue an aggregate of 58,000 shares of common stock to the Purchasers on or about May 2, 2011 (the “Forfeited Shares”) was terminated. Furthermore the Purchasers have also waived any event of default by the Company under the Notes arising solely from the nonpayment of the principal amount of the Notes at the June 1, 2011 Maturity Date.

~~(ii) On~~ITEM July 8, 2011, we also entered into a modification agreement to the Consulting Agreement (“Modified Consulting Agreement”) signed by the Purchasers (as the “Consulting Firms”) on February 28, 20119.01 Financial ~~The~~Statements Modified Consulting Agreement modifies amongst other things the Put Right under paragraph 3(a) of the Prior Agreement as follows: (a)The Company agreed in the Modified Consulting Agreement to purchase from each of the Consulting Firms up to 300,000 shares of the Company’s common stock owned by the Consulting Firms (the “Put Shares”) on the terms set forth below (the “Put Right”): (i) Price. The price per share to be paid by the Company for the Put Shares shall be $5.3893 per share, net of any taxes and transfer fees; and (ii) Closing. The issuance and sale of the Put Shares shall be completed as follows: (A) up to 79,788 shares for $430,000 on the earlier to occur of (1) the Extended Maturity Date, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “First Put Date”); (B) up to 108,881 shares for $586,800 on the four month anniversary of the First Put Date; and (C) up to 111,331 shares for $600,000 on the seven month anniversary of the First Put Date.Exhibits

EXHIBITS:

Exhibit No.		Description
10.01		Fourth Loan Extension Agreement dated as of July 8, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.
10.02		Amendment to Consulting Agreement dated as of July 8, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

EXHIBIT 16.1 Jewett, Schwartz, Wolfe and Associates, Response Letter

Signatures

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ONE Bio, Corp.
July 26, 2011	By:	/s/ Marius Silvasan
Date: October 25, 2011	By:	/s/ Marius Silvasan
		Marius Silvasan
		Chief Executive Officer and Director
July 26, 2011	By:	/s/ Cris Neely
Date: October 25, 2011	By:	/s/ Cris Neely
		Cris Neely
		Chief Financial Officer and Director

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