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) : ~~October~~December 251, 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)

~~Check~~19950 ~~the~~West ~~appropriate~~Country ~~box~~Club ~~below~~Drive, ifSuite ~~the~~100, ~~Form~~Aventura, ~~8-K~~FL ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~33180

~~o Written~~(Address ~~communications~~of ~~pursuant~~principal toexecutive ~~Rule 425 under the Securities Act (17 CFR 230.425~~offices)

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

o(Issuer ~~Pre-commencement~~telephone ~~communications pursuant to Rule 14d-2(b~~number) ~~under the Exchange Act (17 CFR 240.14d-2(b))~~

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c)Former ~~under~~Name ~~the~~and ~~Exchange Act (17 CFR 240.13e-4(c~~Address))

~~ITEM~~Check ~~4.01 Change~~the inappropriate ~~Registrant’s~~box ~~Certifying~~below ~~Accountant~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Effective~~o ~~October~~Written ~~25,~~communications ~~2011~~pursuant ~~Jewett,~~to ~~Schwartz,~~Rule ~~Wolfe~~425 ~~and~~under ~~Associates~~the ~~were~~Securities ~~dismissed~~Act as(17 ~~the~~CFR ~~independent~~230.425) ~~registered~~o ~~public~~Soliciting ~~accounting~~material ~~firm~~pursuant ~~for~~to ~~ONE~~Rule ~~Bio,~~14a-12 ~~Corp~~under the Exchange Act (17 CFR 240.,14a-12) ao ~~Florida~~Pre-commencement ~~Corporation~~communications pursuant to Rule 14d-2(b) under the ~~“Registrant”)~~Exchange ~~and~~Act ~~BDO~~(17 ~~USA,~~CFR ~~LLP~~240. 14d-2(~~“BDO”~~b)) ~~was~~o ~~engaged~~Pre-commencement ascommunications ~~the~~pursuant ~~Registrant’s~~to ~~independent~~Rule ~~registered~~13e-4(c) ~~public~~under ~~accounting~~the ~~firm~~Exchange Act (17 CFR 240.13e-4(c))

~~The~~SECTION ~~reports~~8 on– ~~the~~Other Registrant’s financial statements for each of the two fiscal years ended December 31, 2009 and 2010 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.Events

InITEM ~~connection~~1.01 ENTRY ~~with~~INTO ~~the~~A ~~audits~~MATERIAL ofDEFINITIVE 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 reportsAGREEMENT.

~~The~~(A) On ~~Registrant~~December ~~has provided Jewett~~1, ~~Schwartz~~2011, ~~Wolfe~~we ~~and~~entered ~~Associates~~into a Fifth Loan Extension Agreement (“Extension”) with aUTA ~~copy~~Capital ofand ~~this~~other ~~current~~investors ~~report~~(collectively onthe ~~Form~~“Investors” ~~8-K~~or “Purchasers” and ~~has~~together ~~requested~~with ~~Jewett~~the Company the “Parties”), ~~Schwartz~~pursuant to which, ~~Wolfe~~among ~~and~~other ~~Associates~~things, tothe ~~furnish~~maturity date of the ~~Registrant~~Notes with aprincipal ~~letter~~amount ~~addressed~~outstanding of $2,552,000 was further extended to July 1, 2012 (the ~~U.S.~~“Extended ~~Securities~~Maturity ~~and~~Date”). Under ~~Exchange~~the ~~Commission~~Extension ~~stating~~the ~~whether~~Company itagreed ~~agrees~~to ~~with~~make the ~~above~~following ~~statements~~principal ~~and~~reduction payments (each, ifa ~~not~~“Principal Reduction Payment”): (a) on December 30, to2011 ~~state~~a ~~the~~payment ~~respects~~of in$200,000, ~~which~~(b) iton ~~does~~January ~~not~~31, ~~agree~~2012 ~~with~~a ~~such~~payment ~~statements. Jewett~~of $651,000, ~~Schwartz~~(c) on March 1, ~~Wolfe~~2012 ~~and~~a ~~Associates~~payment ~~response~~of ~~letter~~$150,000, ~~dated~~(d) ~~October~~on 25March 15, ~~2011~~2012 a payment of $150,000, is(e) ~~filed~~on asApril ~~Exhibit~~1, 162012 a payment of $551,000, (f) on May 15, 2012 a payment of $300,000 and (g) on July 1, 2012 a payment of $550,000. In addition, the Company and the Purchasers agreed that from and after December 1, 2011, interest shall continue to ~~this~~accrue ~~current~~under ~~report~~the onNotes ~~Form~~at an Interest Rate of eight percent (8-K%) per annum.

~~Prior~~If toany ~~BDO’s~~Principal ~~engagement~~Reduction Payment is not made within three (3) days of the date such payment is due (each such date, a “Nonpayment Date”) then amongst other things: (a) such nonpayment shall immediately constitute an event of default; (b) the ~~Registrant~~Company ~~did~~shall ~~not~~be ~~consult~~required ~~with~~to ~~BDO~~pay ~~regarding~~to ~~either~~Purchasers a late payment fee equal to the ~~application~~greater of ~~accounting~~(I) ~~principles~~$50,000, toor (II) 10% of the aggregate amount of Principal Reduction Payments that (i) payment is past due and (ii) has not been paid as of such Nonpayment Date; (c) beginning on the fourth (4th) day after a ~~specified~~Nonpayment ~~transaction~~Date, ~~either~~and ~~completed~~for every incremental three (3) day period thereafter or ~~contemplated~~any part thereof that any Principal Reduction Payments that (i) payment is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to Purchasers a late payment fee equal to the greater of (I) $5,000 or (II) 1% of the ~~type~~aggregate amount of ~~audit~~Principal ~~opinion~~Reduction Payments that ~~might~~(i) bepayment ~~rendered~~is onpast due and (ii) has not been paid as of the ~~Registrant’s~~end ~~financial~~of ~~statements~~each such incremental three (3) day period.

~~ITEM~~In 9consideration of the further extension of the Extended Maturity Date and the further deferred payment of the Principal Reduction Payments (a) upon execution and delivery of the Extension, the Company shall issue to the Purchasers 50,000 shares of Common Stock (the “Extension Shares”) for no additional consideration, (b) on or before October 1, 2012 the Company shall pay to the Purchasers $400,000 as a non-refundable extension fee (the “Extension Fee”) subject to adjustment as provided in the Extension.01 ~~Financial~~In ~~Statements~~addition ~~and~~as ~~Exhibits~~consideration for the Extension the Purchasers have 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 December 1, 2011 Maturity Date.

~~EXHIBITS:~~2

~~EXHIBIT~~(B) On 16December 1, 2011, we also entered into a further modification agreement to the Consulting Agreement (“Modified Consulting Agreement”) signed by the Purchasers (as the “Consulting Firms”) on February 28, 2011 and modified on July 8, 2011. The Modified Consulting Agreement modifies amongst other things the Put Right under paragraph 3(a) of the Prior Agreement as follows: (a) The Company agreed to purchase from each of the Consulting Firms, severally and not jointly, and each Consulting Firm agreed to sell to the Company, severally and not jointly, the shares of the Company’s common stock identified in the Modified Consulting Agreement (the “Put Shares”) on the terms set forth below (the “Put Right”): (i) 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) 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 ~~Jewett~~) December 10, ~~Schwartz~~2011, ~~Wolfe~~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 earlier to occur of (1) April 1, 2012, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “Second Put Date”); and ~~Associates~~(C) up to 111,331 ~~Response~~shares ~~Letter~~for $600,000 on the earlier to occur of (1) July 1, 2012, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “Third Put Date”). (iii) If the purchase price for Put Shares is not paid to the Consulting Firms by the Company on the First Put Date or within three (3) days of the Second Put Date or the Third Put Date, respectively (each such date, a “Nonpayment Date”): (A) such nonpayment shall immediately constitute an event of default under the Notes; (B) the Company shall be required to pay to Consulting Firms a late payment fee equal to the greater of (a) $50,000, or (b) 10% of the aggregate amount of the purchase price for the Put Shares that (i) payment is past due and (ii) has not been paid as of such Nonpayment Date; and (C) beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any purchase price for Put Shares that (i) payment is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to the Consulting Firms a late payment fee equal to the greater of (a) $5,000 or (b) 1% of the purchase price for the Put Shares that (i) payment is past due and (ii) has not been paid as of the first day of such incremental three (3) day period.

ITEM 9.01 EXHIBITS

Exhibit No.		Description

10.01		Fifth Loan Extension Agreement dated as of December 1, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

10.02		Further Amendment to Consulting Agreement dated as of December 1, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

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.
Date: October 25, 2011	By:	/s/ Marius Silvasan
December 6, 2011	By:	/s/ Marius Silvasan
		Marius Silvasan
		Marius Silvasan,
		Chief Executive Officer and Director
Date: October 25, 2011	By:	/s/ Cris Neely
December 6, 2011		/s/ Cris Neely
		Cris Neely
		Cris Neely,
		Chief Financial Officer and Director

Filing Compare · ONE Bio, Corp.