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) : ~~December~~July 318, ~~2010~~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) 305-328-8662 (Issuer telephone number) (Former Name and Address)~~

(~~i) Effective~~Address as of ~~January~~principal ~~31,~~executive ~~2011, we entered into a Third Loan Extension Agreement with UTA Capital and other investors (collectively the “Investors” or “Purchasers” and together with the Company the “Parties”~~offices), pursuant to which, among other things, the Maturity Dates of the Amended Notes we issued to the Investors were extended to: (a) April 1, 2011; (b) May 1, 2011, upon notice from us given not later than March 21, 2011; and (c) June 1, 2011, upon notice from us given not later than April 21, 2011 (each such date being the “Amended Maturity Date” to the extent we have elected to extend the Maturity Date to such date), provided as to each such extension that no Event of Default has occurred and is continuing under the Amended Notes. Pursuant to the Third Loan Extension Agreement, the Investors agreed to replace with June 30, 2011, the Amended Maturity Date in Sections 3 and 4 of the New Warrants issuable to each of the Purchasers pursuant to the terms August Modification Agreement. The Purchasers also agreed that we will no longer have any obligation to pay the Cancellation Premium to the Purchasers pursuant to Section 5 of the August Modification Agreement (except that we are obligated to pay the Cancellation Premium to one former Investor).

In exchange for the Purchasers’ agreement to further extend the Maturity Date of the Amended Notes through the Amended Maturity Date, we agreed: to pay an extension fee of $29,000; to issue to the Purchasers five (5) year Second Extension Warrants which entitle the Purchasers to purchase up to an aggregate of 90,000 shares of Common Stock at an initial exercise price of $3.00 per share; on April 2, 2011, if any of the Amended Notes are outstanding and not fully repaid by April 1, 2011, to pay a $72,500 fee, and issue to the Purchasers 58,000 shares of Common Stock for no additional consideration; on May 2, 2011, if any of the Amended Notes are outstanding and not fully repaid by May 1, 2011, to pay a $72,500 fee, and to issue to the Purchasers 58,000 shares of Common Stock for no additional consideration; and to cause one or more of our principal shareholders to deposit 300,000 shares of our Common Stock as additional Pledged Stock under the Stockholder Pledge and Security Agreement. The Investors also agreed to convert $150,000 in principal amount under the Amended Notes into shares of common stock under the terms set forth in the Third Loan Extension Agreement.305-328-8662

(~~ii) Effective as of February 28, 2011, we entered into a consulting agreement with the Investors (as the Consulting Firms), to provide certain consulting services to us until November 10, 2011.~~Issuer ~~Pursuant~~telephone ~~to the Consulting Agreement we granted to each Consulting Firm, the option to sell to us (the “Put Right”~~number) an aggregate of 150,000 shares of our Common Stock (not more than 90,000 shares prior to November 10, 2011) at a price of $5.00 per share at any time or from time to time after June 8, 2011 and ending June 7, 2016. As security for our Put Right obligations, we agreed that no later than one day following the later of (1) release of any existing collateral securing any other obligations of ONE to a Consulting Firm, and (2) termination of UTA’s signature authority over ONE’s PRC-based accounts, but in any event no later than May 31, 2011, time being of the essence with respect to such date: to establish and fund a PRC-based bank cash or investment account, under the sole control of UTA Capital LLC as regards withdrawals and transfers of funds (the “Blocked PRC Account”), that shall at all times hold cash or short-term cash-equivalents initially in the amount of $1,500,000, but at all times equal to not less than 200% of the aggregate amount due under all Put Rights if all shares subject thereto and not previously purchased by us were tendered, and in no event less than $750,000 and to cause one or more of our principal shareholders to deposit 500,000 shares our common stock (with stock powers duly endorsed in blank and signature guarantees) until the first to occur of (x) all remaining shares subject to Put Rights are purchased, or (y) December 31, 2011, at which time the Share Collateral (as defined in the Consulting Agreement) shall be released and the US Cash Collateral Account (as defined in the Consulting Agreement) shall terminate.

As alternative security for the foregoing Put Right obligations, we may at any time establish and grant to the Purchasers, in lieu of and substitution for the Blocked PRC Account and Share Collateral, a first priority security interest in a U.S. bank deposit account (the “US Cash Collateral Account”), having cash or short-term cash-equivalents at all times equal to not less than 110% of the aggregate amount due under all Put Rights, pursuant to an account control agreement with UTA Capital LLC and a US banking institution granting UTA Capital LLC customary rights as a pledgee and account control party under the Uniform Commercial Code, including the right to take full possession of and title thereto in the event we default in ours obligations under the Consulting Agreement. In the event we default in our obligation to promptly purchase any shares which are the subject of Put Rights from any Consulting Firm, or to establish by May 31, 2011 the collateral described in Section 3(b) of the Consulting Agreement, then, in addition to such Consulting Firm’s right to seek specific performance of (i) the Put Rights, (ii) the right to obtain the collateral described above and/or (iii) its rights as pledgee as against the Blocked PRC Account and Share Collateral or the US Cash Collateral Account described above, the per share Put Price for the un-purchased shares which are subject to the Put Rights shall be increased at the rate of 5% per month or any part of a month that such default continues. We also have the right to accelerate consummation of the Put Rights at a discount as set forth in the Consulting Agreement._______________________________________

(Former Name and Address)

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:

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))

SECTION 8 – Other Events

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

(i) On July 8, 2011 with an effective date of June 1, 2011, we entered into a Fourth Loan Extension Agreement (“Extension”) with UTA Capital and other investors (collectively the “Investors” or “Purchasers” and together with the Company the “Parties”), pursuant to which, among other things, on or before July 29, 2011, the Company shall make a 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” and, collectively, the “Notes”) in the aggregate amount of $348,000 (the “Principal Reduction Payment”). After giving effect to the payment of the Principal 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 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 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 Company’s common stock (“Conversion Shares”). 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 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, 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 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.

~~ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.~~EXHIBITS:

(i) Pursuant to the Independent Directors Agreements with each of our independent directors, for the quarter ended December 31, 2010, we granted to each of our independent directors two hundred fifty (250) shares of our common stock and (ii) a five (5) year option to purchase options to purchase 250 shares of our common stock (at an exercise price equal to the fair market value of a share of the common stock as of December 31, 2010) were vested.

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.

(ii) During the period from December 20, 2010 to January 19, 2011, we sold an aggregate of 519,205 shares of our common stock for a total consideration of $346,000, which sales were made pursuant to Section 4(2) of the Securities Act to investors who were either current shareholders and other investors with whom the Company and/or its affiliates have a substantive, pre-existing relationship and who were contacted directly by the Company and/or its affiliates outside of the public offering efforts.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description

10.01 Third Loan Extension Agreement dated effective as of January 31, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

10.02 Consulting Agreement dated effective as of February 28, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

10.03 Form of Subscription Agreement

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.
March 9, 2011		/s/ Marius Silvasan
July 26, 2011	By:	/s/ Marius Silvasan
		Marius Silvasan
		Chief Executive Officer and Director
July 26, 2011	By:	/s/ Cris Neely
		Cris Neely
		Chief Financial Officer and Director

March 9, 2011		/s/ Cris Neely
		Cris Neely
		Chief Financial Officer and Director

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