8-K/A 1 bioone-8ka.txt AMENDED CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ AMENDMENT NO. 2 TO 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): MARCH 31, 2004 -------------- BIO-ONE CORPORATION (Exact Name of Registrant as Specified in Charter) NEVADA 000-31889 65-0815746 ------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 2.01 ACQUISITION OR DISPOSITION OF ASSETS Bio-One Corporation, a Nevada corporation ("Bio-One") entered into a Share Exchange Agreement (the "Share Exchange Agreement"), dated March 31, 2004, by and among Bio-One, Interactive Nutrition Inc., a corporation governed by the laws of Canada and Eli Nesrallah, Joseph Nesrallah and Pamela Nesrallah. Pursuant to the Share Exchange Agreement, Bio-One acquired all of the issued and outstanding capital stock in Interactive Nutrition International, Inc. for an aggregate purchase price of C$30,000,000. Bio-One paid C$15,000,000 in cash at closing and issued a Convertible Promissory Note in the principal amount of C$15,000,000, which Bio-One is obligated to repay in 57 consecutive monthly installments of C$263,158 commencing on July 1, 2004. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS Attached herewith. (b) PRO FORMA FINANCIAL INFORMATION Attached herewith. (c) EXHIBITS

2 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 23, 2004 By: /s/ Armand Dauplaise ----------------------------------------------- Name: Armand Dauplaise Its: President, Chief Executive Officer, Principal Accounting Officer and Director 3 INTERACTIVE NUTRITION INTERNATIONAL, INC. FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 (WITH INDEPENDENT AUDITORS' REPORT THEREON) INTERACTIVE NUTRITION INTERNATIONAL, INC. TABLE OF CONTENTS Independent Auditors' Report..............................................1 Financial Statements: Balance Sheets....................................................2 Statements of Operations..........................................3 Statements of Stockholder's Equity................................4 Statements of Cash Flows..........................................5 Notes to Financial Statements.............................................6 Pro Forma Financial Information...........................................10 INDEPENDENT AUDITORS' REPORT ---------------------------- Shareholder and Board of Directors Interactive Nutrition International, Inc. We have audited the accompanying balance sheets of Interactive Nutrition International, Inc. as of December 31, 2003 and 2002 and the related statements of operations, stockholder's equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Interactive Nutrition International, Inc. as of December 31, 2003 and 2002 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Tschopp, Whitcomb & Orr, P.A. December 13, 2004 Maitland, Florida 1 (a) Financial Statements INTERACTIVE NUTRITIONAL INTERNATIONAL, INC. Balance Sheets December 31, 2003 and 2002

See accompanying notes to the financial statements. 2 INTERACTIVE NUTRITION INTERNATIONAL, INC. Statements of Operations For the years ended December 31, 2003 and 2002 2003 2002 ----------- ----------- Revenue $11,509,533 8,227,571 Cost of sales 7,891,313 6,106,466 ----------- ----------- Gross profit 3,618,220 2,121,105 Selling, general and administrative expenses 727,776 2,032,888 ----------- ----------- Operating income 2,890,444 88,217 Interest expense 51,536 36,776 ----------- ----------- Net income before income taxes 2,838,908 51,441 Income taxes 955,264 10,552 ----------- ----------- Net income 1,883,644 40,889 Other comprehensive income: Foreign currency translation 169,704 (238) ----------- ----------- Comprehensive income $ 2,053,348 40,651 =========== =========== See accompanying notes to the financial statements. 3 INTERACTIVE NUTRITION INTERNATIONAL, INC. Statements of Stockholder's Equity Years ended December 31, 2003 and 2002

See accompanying notes to the financial statements. 4 INTERACTIVE NUTRITION INTERNATIONAL, INC. Statements of Cash Flows For the years ended December 31, 2003 and 2002

See accompanying notes to the financial statements. 5 INTERACTIVE NUTRITION INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ----------------------------------------------------------- (a) ORGANIZATION ------------ The Company was incorporated in December 2001 in Ottawa, Ontario and commenced operations in January 2002 in the business of marketing and distributing nutritional products. (b) REVENUE RECOGNITION ------------------- The Company recognizes revenue when its products are shipped or services are provided. (c) INVENTORY --------- Inventory, which consists principally of finished goods, is stated at the lower of cost or market using the first-in, first-out method. (d) CASH AND CASH EQUIVALENTS ------------------------- The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. (e) ADVERTISING COSTS ----------------- The Company expenses all costs of advertising as incurred. Advertising costs included in selling, general and administrative expenses aggregated $106,885 and $145,862 during 2003 and 2002, respectively. (f) FINANCIAL INSTRUMENTS --------------------- Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2003 and 2002. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include, cash, accounts receivable, accounts payable and accrued expenses and notes payable. Fair values were assumed to approximate (Continued) 6 INTERACTIVE NUTRITION INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2003 (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ---------------------------------------------------------------------- (f) FINANCIAL INSTRUMENTS (CONTINUED) --------------------------------- carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company's long-term debt is estimated based upon the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same remaining maturities. (g) LONG-LIVED ASSETS ----------------- The carrying value of long lived assets is reviewed on a regular basis for the existence of facts and circumstances that suggest impairment. To date, no such impairment has been indicated. Should there be an impairment in the future, the Company will measure the amount of the impairment based on the undiscounted expected future cash flows from the impaired assets. (h) USE OF ESTIMATES ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. (i) INCOME TAXES ------------ The Company follows SFAS 109, "Accounting for Income Taxes" for recording the provision for incomes taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. As of December 31, 2003 and 2002, there were no deferred assets or liabilities recorded. 7 INTERACTIVE NUTRITION INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2003 (2) BANK INDEBTEDNESS ----------------- The Company has negotiated a $1,392,840 operating line of credit. As of December 31, 2003 and 2002, the balances of the line of credit were $205,057 and $550,797, respectively. The bank indebtedness bears interest at prime plus 0.25% (4.25% at December 31, 2003) and is secured by a general security agreement covering all assets. It is guaranteed by the parent company, Interactive Nutrition Inc., along with a limited guarantee of $58,035 by a director. (3) RELATED PARTY TRANSACTIONS -------------------------- During the year, the Company advanced monies to and received monies from some of the directors. As of December 31, 2003 and 2002, the Company owed the directors $1,079 and $1,583,463, respectively. The amount is unsecured, due on demand without interest and without fixed terms of repayment. During the year, the Company advanced monies to and received monies from its parent company, Interactive Nutrition Inc. As of December 31, 2003 and 2002, the net balance payable to the parent is $183,016 and $286,974, respectively. The amount is unsecured and due on demand without interest and is not expected to be repaid in the next fiscal year. Included in the expenses for the year is rent of $128,932 for building rental, $128,932 for equipment rental and $7,163 for license leasing paid to the parent company, Interactive Nutrition Inc. The transactions are conducted on the same terms and at similar prices as transactions with unrelated parties. Subsequent to the year end, the Company purchased formulas, patents, processes and trademarks as well as property and equipment assets from its parent company for $12,362,220. (4) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT ----------------------------------------- CURRENCY RISK MANAGEMENT ------------------------ The Company is exposed to currency risk on its purchases and sales. The Company translates monetary assets and liabilities at the rate of exchange in effect at the balance sheet date and non-monetary assets and liabilities at historical exchange rates. Revenues and expenses are translated at current rates in the month they occurred. Gains and losses on translation are recorded in the statement of income. (Continued) 8 INTERACTIVE NUTRITION INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2003 (4) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED) ----------------------------------------------------- CURRENCY RISK MANAGEMENT (CONTINUED) ------------------------------------ The Company manages its exposure to fluctuations in foreign exchange rates by entering into derivative financial instrument contracts. As of December 31, 2003, the Company has foreign currency forward contracts to sell Canadian dollars and buy $300,000 U.S. dollars at an average exchange rate of 1.3280. The contracts mature at various dates between January 1 and March 31, 2004. CREDIT RISK MANAGEMENT ---------------------- The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce its credit risk, the Company has adopted policies which include the analysis of the financial position of its customers and the regular review of their credit limits. FAIR VALUE OF FINANCIAL INSTRUMENTS ----------------------------------- The carrying amount of accounts receivable, accounts payable and accrued liabilities, and due to related parties approximates their fair value of the short-term maturities of these items. (5) SUBSEQUENT EVENT ---------------- On March 31, 2004, the parent company, Interactive Nutrition Inc., entered into a purchase and sale agreement to sell the shares of Interactive Nutrition International Inc., with an arms length purchaser. In December 2004 the purchaser was delinquent in their obligation. 9 (b) Pro Forma Financial Information INTERACTIVE NUTRITION INTERNATIONAL, INC. Unaudited Pro Forma Consolidated Balance Sheet Year Ended December 31, 2003

See accompanying notes to the financial statements. 10 INTERACTIVE NUTRITION INTERNATIONAL, INC. Unaudited Pro Forma Consolidated Statement of Operations Year Ended December 31, 2003

See accompanying notes to the financial statements. 11

BIO ONE CORP 8-K/A