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): ~~January~~December 616, ~~2014~~2013

One2One Living Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-54024

(Commission File Number)

20-4281128

(IRS Employer Identification No.)

3585 North Courtenay Parkway, Suite 5

Merritt Island, Florida 32953

(Address of principal executive offices)(Zip Code)

(877) 407-9797

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

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))

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

(a) On December 916, 2013, ~~the~~Kenne ~~One2One Living Corporation~~Ruan, ~~a Nevada corporation~~CPA, ~~offered~~P.C. ~~and sold a 6% Senior Secured Convertible Debenture~~ (~~the~~ “~~Debenture~~Kenne Ruan”), ~~for~~notified ~~aggregate~~One2One ~~proceeds~~Living ~~of $100~~Corporation,~~000~~ a Nevada corporation (the “~~Offering~~Company”)~~. Principal payments of $25~~,~~000~~ ~~and~~that ~~any~~Kenne ~~outstanding~~Ruan ~~interest~~resigned onas the ~~Debenture~~independent ~~must~~registered bepublic ~~repaid~~accounting byfirm ~~the Company on each~~ of the ~~following days: (i) December 16, 2013, (ii) December 23, 2013, (iii) December 30, 2013, and (iv) January 6, 2014~~Company. ~~The~~ Without ~~Debenture~~citing ~~accrues interest at~~ a ~~rate~~specific ofreason 6%for ~~per~~resignation, ~~annum~~in ~~and~~its isletter ~~convertible~~to ~~into shares of common stock of~~ the Company, atKenne ~~any~~Ruan ~~time~~stated, atin ~~the~~relevant ~~election of the holder thereof~~part, at“[w]e awish ~~purchase prices equal~~ to ~~62%~~ ofremind ~~the~~you ~~lowest~~that ~~daily~~you ~~volume~~have ~~weighted~~unpaid ~~average~~invoices ~~price~~totaling ~~of the Company’s common stock as quoted by Bloomberg L~~$6,428.P35. ~~for the ten (10) trading days immediately preceding the conversion date.~~ ”

InThe ~~connection~~reports ~~with~~of ~~the~~Kenne ~~Offering,~~Ruan ~~each~~regarding of the Company’s ~~and~~financial ~~One2One~~statements ~~Living~~as ~~Corporation, a Florida corporation and wholly-owned subsidiary~~ of ~~the Corporation (“One2One Florida”), also entered into a General Security Agreement, dated~~ December 931, ~~2013,~~2012 ~~with~~and the ~~purchasers~~statements of ~~the~~operations, ~~Debenture~~stockholders’ ~~(the~~deficit ~~“Security~~and ~~Agreements”).~~cash ~~Under~~flows ~~each~~for ~~Security Agreement,~~ the ~~Company~~year ~~and~~then ~~One2One~~ended ~~Florida~~contained ~~granted~~no ~~security~~adverse ~~interests~~opinion inor ~~all~~disclaimer of ~~their respective assets~~opinion, ~~rights,~~nor ~~interests~~were ~~and~~they ~~after-acquired~~qualified ~~assets~~or ~~and~~modified ~~properties~~ as ~~collateral~~to ~~for~~uncertainty, ~~repayment~~audit ofscope, ~~the~~or ~~principal~~accounting ~~and~~principle. The ~~interest~~reports ~~owed~~of ~~under~~Kenne ~~the~~Ruan, ~~Debenture. Additionally~~however, ~~the~~stated ~~Company~~that ~~entered~~there ~~into~~is ~~Stock~~substantial ~~Pledge~~doubt ~~Agreement,~~about ~~dated~~the ~~December~~Company’s 9,ability ~~2013,~~to ~~with~~continue ~~the~~as ~~purchaser~~a ofgoing ~~the Debenture~~concern. ~~Under~~ ~~the~~Kenne ~~Stock~~Ruan ~~Pledge~~did ~~Agreement,~~not audit the ~~Company~~financial ~~pledged~~statements ~~all~~of the ~~shares~~Company offor ~~common stock~~ the ~~Company~~fiscal ~~holds~~year ofended ~~One2One~~December ~~Florida~~31, as2011 ~~collateral~~or for ~~repayment~~any ofperiod ~~the~~from ~~principal~~November ~~and~~27, ~~interest~~2006 ~~owed~~(inception) ~~under~~to ~~the~~December ~~Debenture~~31, 2011.

NoFrom ~~commissions~~the orperiod ~~fees~~as of December 31, 2012, and during the subsequent interim period through the date of resignation, the Company had no disagreement with Kenne Ruan on any ~~kind~~matter ~~were~~of ~~paid~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to ~~any~~the ~~person~~satisfaction of Kenne Ruan, would have caused them to make reference thereto in ~~connection~~their ~~with~~report on the ~~offer~~Company’s ~~and~~financial ~~sale~~statements for such period as of ~~the~~December ~~Debenture~~31, 2012. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The ~~foregoing~~Company ~~descriptions~~provided ofKenne ~~the~~Ruan 6%a ~~Senior~~copy ~~Secured~~of ~~Convertible~~the ~~Debenture,~~above ~~General~~disclosures ~~Security Agreement,~~ and ~~Stock~~requested ~~Pledge~~Kenne ~~Agreement~~Ruan ~~do not purport~~ to befurnish ~~complete~~a ~~and~~letter ~~are~~addressed ~~qualified in their entireties by reference~~ to the ~~full~~Securities ~~text~~and ofExchange ~~the~~Commission ~~forms~~stating ofwhether 6%or ~~Senior~~not ~~Secured~~it ~~Convertible~~agrees ~~Debenture,~~with ~~General~~the ~~Security~~above ~~Agreement~~statements. Kenne ~~and~~Ruan’s ~~Stock~~response ~~Pledge~~is ~~Agreement,~~attached ~~which are filed~~ as Exhibit 1016.1, ~~Exhibit 10.2, and Exhibit 10.3, respectively,~~ to this Current Report on Form 8-K ~~and incorporated herein by reference~~.

~~Item~~(b) ~~2.03~~On ~~Creation~~January 8, 2014, the Board of aDirectors ~~Direct~~of ~~Financial~~the ~~Obligation~~Company orresolved anto ~~Obligation~~engage ~~under~~the anindependent ~~Off-Balance~~registered ~~Sheet~~public ~~Arrangement~~accounting firm of aKyle ~~Registrant~~L. Tingle, CPA, LLC (“Kyle Tingle”), the Company’s new independent registered public accountants, which appointment Kyle Tingle has accepted with the dismissal of Kenne Ruan.

~~The~~During ~~sale~~the two most recent fiscal years and the interim period preceding the engagement of Kyle Tingle, the ~~Debenture~~Company has not consulted with Kyle Tingle regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Kyle Tingle or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1~~.01~~)(iv), ofor ~~this~~a ~~Current~~reportable ~~Report~~event onas ~~Form~~described 8in paragraph 304(a)(1)(v), of Regulation S-K. The isCompany ~~incorporated~~did ~~into~~not ~~this~~have ~~Item~~any ~~2.03~~disagreements bywith ~~reference~~Kenne Ruan and therefore did not discuss any past disagreements with Kyle Tingle.

Item 29.0401 ~~Triggering Events That Accelerate or Increase a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement.~~Exhibits

The sale of the Debenture described in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. The Company is in default under the terms of the Debenture. The Company was obligated to make a principal payment of $25,000 plus interest by each of the following days: December 16, 2013, (iid) December 23, 2013, (iii) December 30, 2013, and (iv) January 6, 2014, but the Company did not make any payment to the holder of the Debenture. The Company is still obligated to pay principal of $100,000 and a now default interest rate of 18% per annum to the holder of the Debenture. As a result of the default on the Debenture, the Company no longer has title to any of its assets, including the Company’s ownership interest in One2One Florida, immediately prior to the closing of the sale of the Debenture on December 10, 2013, because the Debenture holder has enforced its rights under the Security Agreements and taken title to the Company’s previously-owned assets. The Company’s plan of business, however, is still to operate a dating website. Exhibits:

Item 3.02 Unregistered Sale of Equity Securities

Exhibit		Description
16.1		Letter dated January 17 , 2014, from Kenne Ruan, CPA, P.C., regarding concurrence or disagreement with the statements made by One2One Living Corporation in this Current Report on Form 8-K concerning the resignation or dismissal as the registrant's principal accountant.
99.1		Letter dated December 16, 2013, from Kenne Ruan, CPA, P.C. to One2One Living Corporation regarding resignation as independent registered public accounting firm.

Pursuant to the Offering described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02, on December 10, 2013, the Company closed the Offering. The Offering was made to a non-U.S. person, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits:

	One2One Living Corporation
	(Registrant)

Date: January 17, 2014	By:	/s/Mary Spio
	Name:	Mary Spio
	Title:	President and Chief Executive Officer

Exhibit		Description
10.1		Form of 6% Senior Secured Convertible Debenture
10.2		Form of General Security Agreement
10.3		Form of Stock Pledge Agreement

EXHIBIT INDEX

SIGNATURES

Exhibit		Description
16.1		Letter dated January 17 , 2014, from Kenne Ruan, CPA, P.C., regarding concurrence or disagreement with the statements made by One2One Living Corporation in this Current Report on Form 8-K concerning the resignation or dismissal as the registrant's principal accountant.
99.1		Letter dated December 16, 2013, from Kenne Ruan, CPA, P.C. to One2One Living Corporation regarding resignation as independent registered public accounting firm.

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.

	One2One Living Corporation
	(Registrant)
Date: January 10, 2014	By:	/s/Mary Spio
	Name:	Mary Spio
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
10.1		Form of 6% Senior Secured Convertible Debenture
10.2		Form of General Security Agreement
10.3		Form of Stock Pledge Agreement

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