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): ~~November~~December 210, 2004

Bio-One Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada

000-31889

65-0815746

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1630 Winter Springs Boulevard, Winter Springs, Florida 32708

(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:

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 240.13e-4(c)

~~Item~~ITEM 48.01. ~~Changes~~OTHER ~~in Registrant’s Certifying Accountant.~~EVENTS

On December 10, 2004, Bio One Corporation (a“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.

~~Previous~~Unqualified, ~~Independent~~audited ~~Accountants~~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.

~~(1)~~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.

~~(i)~~2

Effective November 2, 2004, Tschopp, Whitcomb & Orr, P.A. resigned as the independent certified public accountants of Bio-One Corporation (the “Registrant”), which was necessitated by Tschopp, Whitcomb & Orr, P.A.’s insurance carrier’s reluctance/refusal to insure it for Securities and Exchange Commission work.SIGNATURES

~~(ii)~~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.

Tschopp, Whitcomb & Orr, P.A.’s report on the Registrant’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles.

	BIO-ONE CORPORATION

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

~~(iv)~~3

During the Registrant’s most recent two fiscal years, as well as the subsequent interim period through September 30, 2004, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

(v)

During the Registrant’s most recent two fiscal years, as well as the subsequent interim period through September 30, 2004, Tschopp, Whitcomb & Orr, P.A. did not advise the Registrant of any of the matters identified in paragraph (a)(1)(v) of Item 304 of Regulation S-K.

(vi)

The Registrant requested Tschopp, Whitcomb & Orr, P.A. to furnish a letter addressed to the Securities and Exchange Commission, stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which it does not agree.

(b)

New Independent Accountants

On November 30, 2004, the Registrant engaged Moore Stephens Lovelace, PA (“Moore Stephens Lovelace”) as its principal accountant to audit the Registrant’s financial statements. The Registrant did not consult Moore Stephens Lovelace on any matters described in paragraph (a)(2)(i) or (ii) of Item 304 of Regulation S-K during the Registrant’s two most recent fiscal years or any subsequent interim period prior to engaging Moore Stephens Lovelace.

Item 9.01. Financial Statements And Exhibits

(a)

Not applicable

(b)

Not applicable

(c)

Exhibit No. Description

Exhibit		Description		Location
99.1		Letter dated December 3, 2004, from Tschopp, Whitcomb & Orr, P.A.		Provided herewith

SIGNATURES

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.

	BIO-ONE CORPORATION
Date: December 3, 2004	By: /s/ Armand Dauplaise
	Name: Armand Dauplaise
	Its: President, Chief Executive Officer and
	Chief Financial Officer

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