U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB


                                   (MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002


[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO _________

                         COMMISSION FILE NO.: 000-31889


                               BIO-ONE CORPORATION
               --------------------------------------------------
               (NAME OF SMALL BUSINESS REGISTRANT IN ITS CHARTER)



          NEVADA                                                 65-0815746
 -------------------------                                   ------------------
STATE OR OTHER JURISDICTION OF                                (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                            1630 WINTER SPRINGS, BLVD
                          WINTER SPRINGS, FLORIDA 32708
                   ------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                  REGISTRANT'S TELEPHONE NUMBER: (407) 997-1005

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

             TITLE OF EACH CLASS                NAME OF EACH EXCHANGE
             ON WHICH REGISTERED
                    NONE                                NONE
             -------------------                ---------------------

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                         COMMON STOCK, $0.001 PAR VALUE
                         ------------------------------
                                (TITLE OF CLASS)



<PAGE>


NAME OF EXCHANGE: NASDAQ: OTCBB

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   [X]    No [ ]



The aggregate market value of the voting and non-voting common equity held by
non-affiliates as of February 6, 2003 is $1,319,828.

APPLICABLE ONLY TO CORPORATE REGISTRANTS
----------------------------------------

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date. As of February 6, 2003, there
were 18,854,695 shares of the Company's $0.001 par value common stock issued and
outstanding. No preferred shares are issued and outstanding.


AVAILABLE INFORMATION
---------------------

The public may read and copy any materials filed by Bio-One Corporation
(referred to throughout this Report as "our company") with the United States
Securities and Exchange Commission (the "Commission") at the Commission's Public
Reference Room at 450 Fifth Street, Northwest, Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding our company and other issuers that file reports
electronically with the Commission at http://www.sec.gov.

<PAGE>

CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS & CONTEXT

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain of the statements contained herein,
which are not historical facts, are forward-looking statements with respect to
events, the occurrence of which involve risks and uncertainties. These
forward-looking statements may be impacted, either positively or negatively, by
various factors. Information concerning potential factors that could affect our
company is detailed from time to time in our company's reports filed with the
Commission. This Report contains "forward-looking statements" relating to our
company's current expectations and beliefs. These include statements concerning
operations, performance, financial condition, anticipated acquisitions and
anticipated growth. For this purpose, any statements contained in this Form
10-KSB, Forms 10-QSB, Forms 8-K, and other reports filed with the Commission
referred to herein that are not statements of historical fact are
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "would," "expect," "believe," "anticipate,"
"intend," "could," "estimate," or "continue," or the negative or other variation
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, which are beyond our company's control. Should one or more of
these risks or uncertainties materialize or should our company's underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward-looking statements.

The information in this report is qualified in its entirety by reference to the
entire Report; consequently, this Report must be read in its entirety.
Information may not be considered or quoted out of context or without
referencing other information contained in this Report necessary to make the
information considered, not misleading.

CONTEXT
-------

The information in this report is qualified in its entirety by reference to the
entire report; consequently, this report must be read in its entirety. This is
especially important in light of material subsequent events disclosed.
Information may not be considered or quoted out of context or without
referencing other information contained in this report necessary to make the
information considered, not misleading.

DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the following documents previously filed by our company with the
Commission are incorporated by reference in this Report:

         Form 10-KSB for the year ended December 31, 2001
         Form 10-QSB for the quarter ended March 31, 2002
         Form 10-QSB for the quarter ended June 30, 2002
         Form 10-QSB for the quarter ended September 30, 2002
         Form 10-SB 12(g) filed November 3, 2000 and all amendments thereto Form
         SB-2 filed August 27, 2002 and all amendments thereto


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<PAGE>


                                     PART I

Item 1. Description of Business

         (a) Business Development; BIO-ONE CORPORATION ("we, hereinafter
referred to as "our Company" or "BIO") was incorporated on February 24, 1998 in
Nevada to engage in the Nutritional Supplement Marketing and Internet Consulting
business. BIO and Crown Enterprises, Inc., an unaffiliated Florida corporation
("Crown"), entered into an Agreement and Plan of Share Exchange, dated May 30,
2000, (the "Share Exchange") pursuant to which the shareholders of Crown on May
30, 2000 (the "Exchange Date") were issued 10,000,000 shares of our Common Stock
$0.001 in exchange for one hundred percent (100%) of the issued and outstanding
shares of Crown. Prior to the exchange, we had 20,000,000 shares of authorized
common stock of which 1,700,000 shares were issued and outstanding. None of our
preferred stock was outstanding. All of our outstanding shares were fully paid
and non-assessable, free of liens, encumbrances, options, restrictions and legal
or equitable rights of others not a party to the Share Exchange. The Share
Exchange called for the resignation of our original officers and directors, who
no longer have any continued involvement with us, and the appointing of a new
board and officers consisting of Armand Dauplaise, President and Chairman of the
Board, and Kevin Lockhart, Secretary and Director. As of the Exchange Date,
Crown became our wholly owned subsidiary. For accounting purposes, we treated
the transaction as a reverse acquisition with Bio as the surviving entity.

On July 26, 2000, we approved and ratified an increase in the number of
authorized shares of common stock from 20 million to 100 million. On the same
date, we approved and ratified an increase in the number of authorized shares of
our preferred shares from one million to 10 million.

We currently operate as Bio-One Corporation. Any discussion regarding our
operations includes both Bio-One Corporation and our wholly owned subsidiary,
Crown Enterprises, Inc.

Our principal place of business is located at 1630 Winter Springs Blvd., Winter
Springs, Florida 32702, and our telephone number at that address is (407)
977-1186.

Concurrently with our acquisition of Crown, we entered into employment
agreements with Mr. Dauplaise and Mr. Lockhart. Each agreement called for a base
salary of $120,000 annually and a monthly vehicle allowance of $350 per month.
Each agreement was for a term of one year and automatically renews for
successive one (1) year terms. Mr. Lockhart is no longer associated with the
Company and as a result his employment agreement has been terminated.

On June 30, 2002, Kevin Lockhart resigned as an officer, director and employee
of the Company and Irwin Newman was appointed Secretary and Armand Dauplaise was
appointed assistant secretary.

On August 27, 2002, we filed an SB-2 Registration Statement with the Securities
and Exchange Commission. The purpose of the registration statement was to
register a total of 30 million shares of the Company'`s common stock for and on
behalf of various selling shareholders including Cornell Capital. The
registration statement was filed in conjunction with a equity line of credit in
the amount of $10 million by Cornell for and on behalf of the Company for
general working capital purposes and to finance our acquisition strategy.

         (b) Business of Registrant



                                       3
<PAGE>

                             DESCRIPTION OF BUSINESS

OUR BUSINESS

We are seeking to become a leading manufacturer and marketer of brand name
nutritional supplements sold through multiple distribution pipelines. This
strategy will be dependent upon our successfully acquiring manufacturing,
marketing and distribution companies currently engaged in various aspects of
this industry.

THE NUTRITIONAL SUPPLEMENT INDUSTRY

Based on estimates in recent market reports, management believes that the U.S.
retail market for vitamins, minerals and other supplements, including sports
nutrition products and nutritionally enhanced foods and diet products, was
approximately $50 billion in 2000. Of this total, supplement sales (including
vitamin, herbs and minerals ("VMS Products")) accounted for approximately $17
billion. The VMS Products category grew significantly during the 1990's due in
part to widespread publicity surrounding the purported benefits of herbs such as
echinacea, garlic, ginseng, gingko, saw palmetto and St. Johns's Wort.

As the "baby boomer" population ages and life expectancies and discretionary
income increases, more emphasis is being placed on the quality of a person's
health and wellness. People want to live well as they live longer. The Consumer
Health Care Products Association ("CHPA") presented evidence of the strength of
the Self-Care Movement in a recent survey. Among the respondents:

73% would rather treat themselves at home then see a doctor. 96% say they are
generally confident about health care decisions they make for themselves.

Readers will be very familiar with the statistics on the graying of America and
the enormous impact of the aging baby boomers. This will have a disproportionate
effect on health care expenditure and even more so on nutritional supplement
sales, because of the popularity of those products with older people. It is
estimated that the population of those 65 years and older will double to nearly
25% of the U.S. population by the year 2030. Up to 85% of elderly people have
diseases that could be alleviated with nutritional interventions such as changes
in dietary patterns or supplement use. Nutritional supplement use is prevalent
among the elderly, ranging from 30% to more than 70%, depending on the
population studied and the frequency of supplement use. It is well documented
that elders who take nutritional supplements have higher intakes of vitamins and
minerals and are more likely to meet the recommended dietary allowance for many
vitamins and minerals. A national survey just published by the National
Nutritional Foods Association revealed that 65% of adults aged 50 or older said
they consider nutritional supplements to be essential for people their age.

In another study, 27% of household expenditures on Vitamins, Minerals and
Supplements ("VMS") were by people aged over 60. We are therefore confident that
over the long-term nutritional supplement sales will grow at over 8% per year,
thus generating more than $1.3 billion in new retail sales each year.



                                       4
<PAGE>


A related trend is the growth in use of Complementary and Alternative Medicine
Services ("CAM"). A recent survey showed that 42% of Americans now routinely use
CAM therapies. 80% of spending on CAM services is out-of-pocket,
non-reimbursable dollars and consumers make almost twice as many visits to CAM
practitioners as they do to primary care practitioners. A powerful recent trend
has been the establishment of so-called Integrative Medicine practices, in which
practitioners use both traditional and alternative methods. A central feature of
CAM and Integrative Medicine is a search for alternatives to drug therapy and in
many cases this leads practitioners to recommending and in some cases selling
nutritional supplements. We believe this trend, which is driven by consumer
demand will further reinforce the growth in sales of consumer health products
such as nutritional supplements.

Not all product categories within nutritional supplements are of equal interest.
While over 100 million Americans report taking a supplement regularly and up to
170 million say they have taken a supplement at some time in the last year, many
are simply taking a multivitamin or a simple letter vitamin. While vitamin sales
should not be overlooked the real growth in the future is likely to be in
products developed to address a particular health condition or to enhance
performance. In 2000, when vitamin sales grew at only 1%, specialty supplements
and sports nutrition products grew at 12% and 10% respectively. Bio-One is
particularly focused upon specialty supplements, which require superior
scientific research and product development expenditure, but which also command
the industry's most attractive margins.

Vitamins and other nutritional supplements are sold primarily through six
channels of distribution: health food stores, drug stores, supermarkets and
other grocery stores, discount stores, mail order and direct sales
organizations. Mass market retailers (drug stores, grocery stores and discount
stores) account for approximately 40% of sales while health food stores, mail
order, and direct selling account for approximately 60% of sales.

The domestic nutritional supplement industry is highly fragmented with a number
of small competitors involved in manufacturing and marketing vitamins and other
nutritional supplement products to health food retailers and distributors. Most
of these companies are relatively small businesses operating on a local or
regional basis. If we acquire a manufacturing facility and several of these
small local or regional firms, we will then have the foundation to aggressively
move forward with our business strategy. The Company believes that it is
strategically positioned to participate in the consolidation of this market. The
Company's strategy is to increase sales and profits by acquiring companies,
which will enable us on a combined basis to become a recognized name in the ever
growing vitamin and nutritional supplement field. We will meet these objectives
by targeting companies which management believes are undervalued. We will look
to acquire a manufacturing facility which will not only produce our vitamins and
supplements but will manufacture product and increase our revenues by offering
services to third party distributors. Once we have acquired the manufacturing
facility, we will focus on the distributors who market nutritional supplements.
Future acquisitions could be financed by internally generated funds,
institutional financing, public or private placement of our debt or equity
securities or a combination of these. There can be no assurance that we will be
able to make acquisitions on favorable terms or provide adequate financing.

THE NUTRITIONAL SUPPLEMENT MARKET

With an aging baby boom population striving to retain their health and vitality,
nutritional supplements and vitamins are in growing demand.


                                       5
<PAGE>

Nutritional supplements are natural, nutritional, biologically active materials
formulated to provide specific health benefits to humans. Nutraceuticals are
biologically active materials, derived from plant, microbial or animal sources,
which are formulated to provide specific health and productivity benefits
including, but not limited to, functional foods, fermented foods,
phytochemicals, microbial feed additives, probiotics, herbal products, vitamins
and health supplements.

PRODUCT RISKS

Although many of the ingredients in the products which we seek to manufacture
and distribute are vitamins, minerals, herbs and other substances which have a
long history of human consumption, there can be no assurance that consumers will
not have an adverse reaction to any of these products.

We have not conducted our own research of our products, their effects on people
as compared with the desired results, nor any possible side effects that use of
our products may cause. If one of our products or a product which will be
manufactured is found to have adverse side effects, it could seriously impact
our business. We believe that we can limit the potential impact of a product
liability suit by diversifying our product line. We also intend to carry product
liability insurance. However, if we were to be found liable in a product
liability suit, the outcome would have a serious adverse affect on our
operations.

PRINCIPAL PRODUCTS AND SERVICES

We do not currently market any nutritional supplements.

MANUFACTURING

We do not currently manufacture any products. While we believe the acquisition
of a manufacturing facility will be key to our overall business strategy, we may
acquire marketing and distribution companies before we are able to fully
implement our business strategy. Until such time as we can manufacture our own
products, we will continue to use third party manufacturers.

The principal markets in which we compete are competitive and fragmented, with
competitors in both the private label market and health supplements market. The
term "private label market" describes product distributors who have outsourced
the manufacturing of their product. Over ninety percent (90%) of all nutritional
supplements companies have someone else manufacture their products and place
their "private label" on the products. We do not believe that this the most
efficient way to operate.

SOURCE OF RAW MATERIALS

Currently there are in excess of two hundred (200) primary suppliers of raw
materials within the U.S. There are well over one hundred (100) manufacturers in
the U.S. that could manufacture our products.

                                       6
<PAGE>

MARKETING

No current marketing, sales or distribution system is currently in place. During
the last quarter, Mr. Armand Dauplaise's primary effort has been devoted to
negotiating with investment banking sources for the Company and identifying
potential acquisition candidates.

The foregoing discussion is predicated upon us generating significant revenues
and raising additional capital to fully implement our consolidation strategy. We
plan to develop a sales and marketing/customer service department dedicated to
selling our services and proprietary products and technologies to branded
companies in the health supplement industry.

The primary markets for our services and products are in the preventive and
alternative healthcare fields. Preventive and alternative healthcare programs
and systems establish very specific requirements in helping improve and maintain
citizenry health. We believe that the market is global and growing rapidly.

As nutritional supplements use combined with preventive and alternative
healthcare become more readily accepted, the Company believes physicians and
other healthcare providers will be targeted for marketing purposes.

EFFECT OF UNFAVORABLE PUBLICITY

We believe that the nutritional supplement market is affected by national media
attention regarding the consumption of nutritional supplements. There can be no
assurance that future scientific research or publicity will be favorable to the
nutritional supplement market of any particular product, or consistent with
earlier research or publicity. Future reports or research that are perceived as
less favorable or that question such earlier research could have a material
adverse effect on us. Because of our dependence upon consumer perceptions,
adverse publicity associated with illness or other adverse effects resulting
from the consumption of our products or any similar products distributed by
other companies could have a material adverse impact on the Company. Such
adverse publicity could arise even if the adverse effects associated with such
products resulted from failure to consume such products as directed. In
addition, the Company may not be able to counter the effects of negative
publicity concerning the efficacy of its products.

DEPENDENCE ON NEW PRODUCTS

Our ability to grow will not only be dependent upon the success of our
acquisition program but our ability to introduce new and innovative products
into such markets. We will attempt to introduce additional products in our
existing markets. The success of new products is subject to a number of
conditions, including developing products that will appeal to customers and
comply with existing regulations at the time of introduction. There can be no
assurance that our efforts to develop innovative new products will be
successful, that customers will accept new products, or that we will obtain
regulatory approvals of such new products, if required. In addition, no
assurance can be given that new products currently experiencing strong
popularity and rapid growth will maintain their sales over time.

                                       7
<PAGE>

COMPETITION

Competition in our principal markets and the private label market is intense and
fragmented. Increased competition could have a material adverse effect on us, as
our competitors may have far greater resources available to them and possess
superior manufacturing, distribution and marketing capabilities.

Nutritional and dietary supplement products involve highly competitive markets.
We are in the process of developing our marketing strategies and product lines
and expect that both will involve an ever-changing and evolving process.
Although we will attempt to competitively price our products, provide superior
quality products, and achieve success through attentive and efficient customer
service and effective marketability strategies, we are limited by a number of
factors, including the developmental character of our company and the
unpredictability and uncertainty of our future revenues. In addition, we are
limited by the competitive nature of the nutritional supplement industry in
which more established companies may offer any combination of the following:
superior service, more competitive pricing, superior product quality and
availability, a variety of marketing strategies and distribution networks and
profitability achieved through sales volume and narrow profit margins. There are
many well-established competitors with substantially greater financial revenues,
as well as, significant new market entrants. Many of these competitors have been
in existence for substantially longer periods of time than we have and may be
better established in the market where we want to operate. Further, they may
have sufficient revenue streams to engage in extensive advertising and
promotional campaigns far in excess of our marketing capabilities. In addition,
many of the competitors in this field are privately held, leading to lack of
available data.

GNC is the industry leader with $1.3 billion in annual sales. Less than twenty
(20) companies are realizing annual revenues in excess of $100 million
including: Leiner Health Products, American Home Products, Rexall Sundown,
Pharmavite, NBTY and TwinLab Corporation.

The Nutrition Business Journal reported that are nearly 5,000 privately held
companies with under $25 million in annual sales in the retail and manufacturing
segments. Well over 2,000 companies are considered in the "mom & pop" category,
with most being "first generation." Amway's Nutrilite division is the world's
largest manufacturer of branded vitamins and minerals in tablet or capsule form,
According to the company. Over 90% of all supplement-marketing companies
outsource their manufacturing.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS

We will obtain the raw materials for the manufacture of our products from other
sources. We generally will not have contracts with any entities or persons
committing such suppliers to provide the materials required for the production
of its products. There can be no assurance that suppliers will provide us with
raw materials needed in the quantities requested or at a price we are willing to
pay. Because we do not control the actual production of these raw materials, it
is also subject to delays caused by interruption in production of materials
based on conditions not wholly within our control. Our inability to obtain
adequate supplies of raw materials for our products at favorable prices, or at
all, as a result of any of the foregoing factors or otherwise, could have a
material adverse effect on the Company. However, raw materials include all
natural herbs and minerals and are plentiful worldwide.

                                       8
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TRADEMARKS

PROPRIETARY PROTECTION

Our business prospects will depend largely upon our ability to capitalize on
favorable consumer recognition of our trade names. We do not currently hold any
trademarks. However, as we pursue our consolidation strategy, we intend to rely
on trademarks obtained from any of our acquired companies or promote the use of
the Bio-One name. Even if we are successful in obtaining trademark, there can be
no assurance that our trademarks will not violate the proprietary rights of
others or that our trademarks would be upheld and not prevented from use, if
challenged, any of which could have an adverse effect on us.

We will also rely on trade secrets and proprietary know-how, and employ various
methods to protect our concepts. However, such methods may not afford complete
protection, and there can be no assurance that others will not independently
develop similar know-how or obtain access to our know-how and concepts.

Unlike pharmaceutical products that rely on specific combinations of drugs and
chemicals, patents cannot protect herbal products. However, management believes
that simply knowing the ingredients of an herbal product does not mean that
other manufacturers can duplicate the product. Failure to adequately protect our
intellectual property rights could harm brand-name recognition, devalue our
proprietary content and adversely affect our ability to compete effectively in
the marketplace. Further, defending the intellectual property rights could
result in the expenditure of significant financial and managerial resources,
which could materially affect the operations of the business. While we believe
that our steps are adequate to secure our intellectual property rights, there
can be no assurance that a third party will not misappropriate any of our
proprietary information.

GOVERNMENTAL REGULATION

Many of our products are either G.R.A.S. (Generally Regarded As Safe) listed by
the Food and Drug Administration ("FDA") or do not currently require extended
regulatory approval. Recent legislation has resulted in a regulatory
environment, which sets what we believe to be reasonable limitations and
guidelines on health claims and labeling for natural products. We believe that
current and reasonably foreseeable governmental regulation will have minimal
impact on our business.

The Federal Trade Commission ("FTC") oversees claims made by us and other
companies in the nutritional supplement industry. The FTC under the Federal
Trade Commission Act prohibits the use of unfair or deceptive trade practices,
including false or misleading advertising. The FTC in recent years has brought a
number of actions challenging claims by companies. These actions stem from the
Retail Truth In Labeling laws, which are the only laws, which currently regulate
the nutritional supplement industry.

In the future, we may be subject to additional laws or regulations administered
by the FDA or other federal, state or foreign regulatory authorities, the repeal
of laws or regulations which the Company considers favorable, or more stringent
interpretations of current laws or regulations. In fact, the FDA strictly
regulates dietary supplements, as opposed to nutritional supplements which are
subject only to Truth In Labeling laws.

Should we begin producing nutritional supplements, or should one of our products
be determined by the FDA to be a dietary supplement, more stringent regulation
of our products may take place. Compliance with these additional rules and
regulations may result in a considerable expense or may cause us to have to
discontinue production of some or all of its then current products. We cannot
predict the nature of such future laws, regulations, interpretations or
application, nor can we predict what effect additional governmental regulations
or administrative orders, when and if promulgated, would have on its business in
the future. They could, however, require the reformulation of certain products


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to meet new standards, the recall or discontinuance of certain products not able
to be reformulated, imposition of additional record keeping requirements, or
expanded documentation of the properties of certain products, expanded or
different labeling and scientific substantiation. Any or all of such
requirements could have a material adverse effect on our results of operations
and financial condition.

RESEARCH & DEVELOPMENT

In order to stay competitive, we must continually introduce new products. This
involves research and development. To the extent that we have sufficient
revenues, we will more actively pursue the research, development manufacture and
distribution of nutritional supplements.

COMPLIANCE WITH ENVIRONMENTAL LAWS

We believe that we are in full compliance with all relevant environmental laws.
In fact, we believe there are no environmental laws, which directly impact our
business. Due to the nature of our operations, the cost of complying with
environmental laws will not have a significant effect on our operations.

EMPLOYEES AND CONSULTANTS

At December 31, 2002, Mr. Dauplaise served as our president, treasurer,
assistant secretary and director. Irwin Newman serves as our secretary. We have
no other employees. We will employ additional personnel as needed. Our employees
are not represented by a labor union for purposes of collective bargaining.

We have recruited a highly talented group of individuals who have agreed to join
our Board of Directors subject to our securing adequate directors' and liability
insurance. (Please see our discussion under management for additional
information on these individuals.)

GOVERNMENT APPROVAL AND REGULATION

The manufacturing, processing, formulating, packaging, labeling, distributing,
selling and advertising of our products are subject to regulation by one or more
federal agencies. The most active regulation has been administered by The Food
and Drug Administration (hereinafter the "FDA"), which regulates our products
pursuant to the Federal Food, Drug and Cosmetic Act (hereinafter the "FDCA") and
regulations promulgated thereunder. In particular, the FDA regulates the safety,
manufacturing, labeling and distribution of dietary supplements, including
vitamins, minerals and herbs, food additives, food supplements, over-the-counter
drugs and prescription drugs, medical devices and cosmetics. In addition, the
FTC has overlapping jurisdiction with the FDA to regulate the labeling,
promotion and advertising of dietary supplements, over the counter drugs,
cosmetics and foods.

Although the dietary supplement industry is subject to regulation by the FDA and
local authorities, dietary supplements, including vitamins, minerals, herbs and
other dietary ingredients, now have been statutorily affirmed as a "food."
Dietary supplement companies are authorized to make substantiated statements of
nutritional support and, subject to several possible limitations, to market


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<PAGE>

manufacture substantiated safe dietary supplement products without FDA
pre-clearance. Failure to comply with applicable FDA requirements can result in
sanctions being imposed on the Company or the manufacturers of our products,
including but not limited to fines, injunctions, product recalls, seizures and
criminal prosecution.

Compliance with applicable FDA and any state or local statutes is critical.
Although we believe that we are in compliance with applicable statutes, there
can be no assurance that, should the FDA amend its guidelines or impose more
stringent interpretations of current laws or regulations, we would be able to
comply with these new guidelines. We are unable to predict the nature of such
future laws, regulations, interpretations or applications, nor can we predict
what effect additional governmental regulations or administrative orders, when
and if promulgated, would have on our business in the future. These regulations
could, however, require the reformation of certain products to meet new
standards, market withdrawal or discontinuation of certain products not able to
be reformulated, imposition of additional record keeping requirements, expanded
documentation regarding the properties of certain products, expanded or
different labeling and/or additional scientific substantiation.

The FDCA has been amended several times with respect to dietary supplements,
most recently by the Dietary Supplement Health and Education Act of 1994
(hereinafter "DSHEA"). DSHEA was enacted on October 15, 1994. It provides a new
statutory framework governing the composition and labeling of dietary
supplements. DSHEA provides a regulatory framework to ensure safe, quality
dietary supplements and the dissemination of accurate information about such
products. Under DSHEA, dietary supplements are generally excluded from the legal
definition of "food additive."

With respect to composition, DSHEA created a new class of "dietary supplements,"
consisting of vitamins, minerals, herbs, amino acids and other dietary
substances for human use to supplement the diet, as well as concentrates,
metabolites, extracts or combinations of such dietary ingredients. Generally,
under DSHEA, dietary ingredients that were on the market before October 15, 1994
may be sold without FDA pre-approval and without notifying the FDA. On the other
hand, a new dietary ingredient (one not lawfully on the market before October
15, 1994) requires proof that it has been present in the food supply as an
article used for food without being chemically altered, or evidence of a history
of use or other evidence of safety establishing that it is reasonably expected
to be safe. The FDA must be supplied with such evidence at least seventy-five
(75) days before the initial introduction into interstate commerce use of a new
dietary ingredient. There can be no assurance that the FDA will accept the
evidence of safety for any new dietary ingredients that we may decide to use,
and the FDA's refusal to accept such evidence could result in regulation of such
dietary ingredients as adulterated until such time as reasonable expectation of
safety for the ingredient can be established to the satisfaction of the FDA.

As for labeling, DSHEA permits "statements of nutritional support" for dietary
supplements without FDA pre approval. Such statements may describe how
particular dietary ingredients affect the structure, function or general well
being of the body, or the mechanism of action by which a dietary ingredient may
affect body structure, function or well being (but may not state that a dietary
supplement will diagnose, mitigate, treat, cure or prevent a disease). A company
making a statement of nutritional support must possess substantiating evidence
for the statement, and, for such statements that are not about the effects on
the body as a result of a dietary supplement used as a tool for its nutritive
value and are not otherwise "health claims," disclose on the label that the FDA
has not reviewed that statement and that the product is not intended for use for
a disease, and notify the FDA of the statement within thirty (30) days after its
initial use. The manner for making the disclosure and notifying the FDA are set


                                       11
<PAGE>

forth in the regulations. However, there can be no assurance that the FDA will
not determine that a given statement of nutritional support that we decide to
make is a drug claim rather than an acceptable nutritional support statement.
Such a determination would require deletion of the drug claim or our submission,
and the FDA's approval of a New Drug Application (hereinafter "NDA"), which
would entail costly and time-consuming clinical studies. In addition, DSHEA
allows the dissemination of "third party literature", publications such as
reprints of scientific articles linking particular dietary ingredients with
health benefits. Third party literature is exempted from FDA regulation as
dietary supplement "labeling" and may be used in connection with the sale of
dietary supplements to consumers.

Such a publication may be so used if, among other things, it is not false or
misleading, no particular manufacturer or brand of dietary supplement is
promoted and a balanced view of available scientific information on the subject
matter is presented. There can be no assurance, however, that all pieces of
third party literature that may be disseminated in connection with our products
will be determined by the FDA to satisfy each of these requirements, and any
such failure could subject the product involved to regulation as a new drug or
as a "misbranded" product.

DSHEA permits substantiated, truthful and non misleading statements of
nutritional support to be made in labeling, such as statements describing
general well being resulting from consumption of a dietary ingredient or the
role of a nutrient or dietary ingredient in affecting or maintaining structure
or function of the body. Any statement of nutritional support beyond traditional
claims must be accompanied by disclosure that the FDA has not evaluated such
statement and that the product is not intended to cure or prevent any disease.
We anticipate that the FDA will promulgate Good Manufacturing Practices
(hereinafter "GMPs"), which are specific to dietary supplements and require at
least some of the quality control provisions contained in the GMPs for drugs.
Management anticipates that the FDA may promulgate GMP regulations authorized by
DSHEA, which are specific to dietary supplements. GMP regulation would require
supplements to be prepared, packaged and held in compliance with such rules, and
may require similar quality control provisions contained in the GMP regulations
for drugs. There can be no assurance that, if the FDA adopts GMP regulations
specific to dietary supplements, that either we or our manufacturers will be
able to comply with such GMP rules upon promulgation or without incurring
material expenses to do so.

Our products and product related activities may also be subject to regulation by
other regulatory agencies, including but not limited to the FTC, the Consumer
Products Safety Commission, the United States Department of Agriculture, the
United States Postal Service, the United States Environmental Protection Agency
and the Occupational Safety and Health Administration. These activities are also
regulated by various agencies of the states and localities in which our products
are sold.

Advertising of dietary supplement products is subject to regulation by the FTC
under the Federal Trade Commission Act (hereinafter the "FTCA"). Section 5 of
the FTCA prohibits unfair methods of competition and unfair or deceptive trade
acts or practices in or affecting commerce. Section 12 of the FTCA provides that
the dissemination or the causing to be disseminated of any false advertising
pertaining to drugs or foods, which would include dietary supplements, is and
unfair or deceptive act or practice. Under the FTC's Substantiation Doctrine, an
advertiser is required to have a "reasonable basis" for all objective product
claims before the claims are made. Pursuant to this FTC requirement, we are
required to have adequate substantiation of all material advertising claims made
for its products. Failure to adequately substantiate claims may be considered
either deceptive or unfair practices.

                                       12
<PAGE>

In recent years the FTC has initiated numerous investigations of dietary
supplement and weight loss products and companies. The FTC has recently issued a
guidance document to assist supplement marketers of dietary supplement products
in understanding and complying with the substantiation requirement.

The FTC is authorized to use a variety of processes and remedies for
enforcement, both administratively and judicially including compulsory process,
cease and desist orders, and injunctions. FTC enforcement can result in orders
requiring, among other things, limits on advertising, corrective advertising,
consumer redress, divestiture of assets, rescission of contracts and such other
relief as may be deemed necessary. State and local authorities can also regulate
advertising and labeling for dietary supplements and conventional foods. There
can be no assurance that state and local authorities will not commence
regulatory action that could restrict the permissible scope of our product
claims.

OUR ACQUISITION STRATEGY

We intend to become a vertically integrated company in the nutritional
supplement industry. We seek to acquire manufacturing and marketing companies
that demonstrate to us the ability to profitably operate their business and
whose revenues can be substantially increased by means of improved operating
efficiencies in a vertically integrated company. We will initially focus on
companies with EBITDA ("Earnings Before Interest, Taxes, Depreciation and
Amortization") of at least 15%. However, we may seek to acquire companies with
lower EBITDA if management believes that the product, facilities, management or
mix will fit within our overall objective to become a leader in the nutritional
supplement industry. We intend to seek opportunities demonstrating the potential
of long-term growth as opposed to short-term earnings. Our initial efforts to
identify a prospective Target Business shall be in Florida or the Southeast
United States.

Due to our limited capital resources, the consummation of a Business Combination
will likely involve the acquisition of, or merger or consolidation with
companies that does not need substantial additional capital but one where its
owners see the advantage of becoming one of the few companies in the nutritional
supplement field to be vertically integrated and provide enhanced liquidity for
the Target Business's current shareholders by exchanging their common stock for
stock (and/or cash) in a public vehicle.

UNSPECIFIED TARGET BUSINESS

We will seek to acquire a Target Business in the nutritional supplement field.
Most likely, the Target Business will be located in Florida or the Southeast
United States. We have not as yet reached an agreement with a target Company.

OPPORTUNITY FOR SHAREHOLDER EVALUATION OR APPROVAL OF BUSINESS COMBINATIONS

Due to nondisclosure and confidentiality agreements which we may be required to
execute, our shareholders will, in all likelihood, not receive nor otherwise
have the opportunity to evaluate any financial or other information which will
be made available to us in connection with selecting a potential Business
Combination until after we have entered into an agreement to effectuate a
Business Combination. Such agreement to effectuate a Business Combination,
however, will be subject to shareholder approval pursuant to applicable law. As
a result, shareholders will be almost entirely dependent on the judgment and
experience of management in connection with our acquisition strategy.

                                       13
<PAGE>

ACQUISITION CRITERIA: COMBINATION.

Management will consider, among other factors, the following factors in
targeting a business which are not listed in any particular order:

-    financial condition and results of operation of the Target Business;

-    the location of the Target Business;

-    growth potential and projected financial performance of the Target
     Business;

-    experience and skill of management and availability of additional personnel
     of the Target Business;

-    capital requirements of the Target Business;

-    competitive position of the Target Business;

-    stage of development of the product, process or service of the Target
     Business;

-    degree of current or potential market acceptance of the product, process or
     service of the Target Business;

-    possible proprietary features and possible other protection of the product,
     process or service of the Target Business; and

-    costs associated with effecting the Business Combination;

The foregoing criteria are not intended to be exhaustive; any evaluation
relating to the merits of a particular acquisition will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by us in connection with any acquisition we conclude. In many instances, it is
anticipated that the historical operations of a Target Business may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes.

In connection with our evaluation of a prospective Target Business, management
anticipates that it will conduct a due diligence review which will encompass,
among other things, meetings with incumbent management and inspection of
facilities, as well as review of financial or other information which will be
made available to us. The time and costs required to select and evaluate a
Target Business (including conducting a due diligence review) and to structure
and consummate the Business Combination (including negotiating relevant
agreements and preparing requisite documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation laws) cannot presently be
ascertained with any degree of certainty.

We may engage the services of professional firms that specialize in finding
business acquisitions in the nutritional supplement field and pay a finder's fee
or other compensation. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid.

                                       14
<PAGE>

There are currently no limitations relating to our ability to borrow funds to
increase the amount of capital available to us to effect a Business Combination
or otherwise finance the operations of any acquired company. However, our
current limited resources could make it difficult for us to borrow additional
funds from other sources. The amount and nature of any borrowing by us will
depend on numerous considerations, including our capital requirements, potential
lenders' evaluation of our ability to meet debt service on borrowing and the
then prevailing conditions in the financial markets, as well as general economic
conditions.

If our securities are issued as part of an acquisition, such securities are
required to be issued either in reliance upon exemptions from registration under
applicable federal or state securities laws or registered for public
distribution. We intend to primarily target only those companies where an
exemption from registration would be available; however, since the structure of
the Business Combination has yet to be determined, no assurances can be made
that we will be able to rely on such exemptions. Registration of securities
typically requires significant costs and time delays are typically encountered.
In addition, the issuance of additional securities and their potential sale in
any trading market which might develop in our Common Stock, of which there is
presently no trading market and no assurances can be given that one will
develop, could depress the price of our Common Stock in any market which may
develop in our Common Stock. Further, such issuance of additional securities
would result in a decrease in the percentage ownership of present shareholders.

Item 2.  Description of Property

We maintain our executive offices at 1630 Winter Springs Boulevard, Winter Park,
Florida 32702. Our telephone number is (407) 977- 1005 and our facsimile number
is (407) 977-1186. We believe that this space is sufficient until such time as
we have implemented our revised business plan.

We own no real property and our personal property consists of office
furnishings, computers and equipment.

Item 3.  Legal Proceedings

         No legal proceedings are currently pending or threatened.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of our shareholders, through the
solicitation of proxies or otherwise during our last fiscal year.

Item 5.  Market for our Common Equity and Related Stockholder Matters.

a)       Market Information

Our common stock is currently traded on the National Association of Securities
Dealers Automated Quotation System Over the Counter Bulletin Board
("OTCBB")under the symbol "BICO." As of February 6, 2003 there were 18,854,695
common shares outstanding. There is limited trading activity in our securities,
and there can be no assurance a regular trading market for our common stock will
be sustained.

                                       15
<PAGE>

We began trading on the "OTC Bulletin Board" of the National Association of
Securities Dealers, Inc. ("NASD") on June 21, 2001. The following table sets
forth, for the period indicated, the bid price range of our common stock.

                                              High               Low
                                             ------             ------
2002

Quarter Ended March 31, 2002                $   0.51          $   0.33
Quarter Ended June 30, 2002                 $   0.44          $   0.10
Quarter Ended September 30, 2002            $   0.44          $   0.05
Quarter Ended December 31, 2002             $   0.12          $   0.03

2003

Period Ended February 6, 2003               $   0.18          $   0.07

Such market quotations reflect the high bid and low prices as reflected by the
OTCBB or by prices, without retail mark-up, markdown or commissions and may not
necessarily represent actual transactions. Some of the companies who serve as
market makers for our common stock include Public Securities, Charles Schwab &
Co., Knight & Co., Fleet Trading and M.H. Meyerson & Co.

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be penny stock unless
that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 persuade) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Since our shares are deemed to be "penny stocks", trading in the
shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors.

                                       16
<PAGE>

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in our Common Stock and may affect the ability of
shareholders to sell their shares.

(b)      Holders

         As of February 6, 2003 there were approximately 300 holders of record
of our common stock.

(c)      Dividends

         We have not paid any cash dividends since our inception, and the Board
of Directors does not contemplate doing so in the near future. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.

(d)      Recent Sale of Unregistered Securities

         Following is a list of our securities that we have issued during this
last year which have not been previously reported.

Name                 Date Acquired      Number of Shares      Consideration

Irwin Newman             10/02              31,090             Consulting (1)
Jeffrey Gerstein         10/02               3,450             Consulting (1)
Gary Wohle               10/02              10,000             Consulting (1)
Roy Lerman               12/02             110,000             Consulting (1)

1.       We relied upon Section 4(2) of the Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder for the issuance
of our common stock.

Item 6.  Management's Discussion and Analysis

The following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes appearing subsequently under the
caption "Financial Statements." The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties in the
forward-looking statements. Our actual results may differ significantly from the
results, expectations and plans discussed.

Bio-One Corporation was formed for the purpose of serving the emerging niche of
preventive and alternative healthcare. This niche has grown to a multi-
billion-dollar nutritional supplement based marketplace. The market is
considered to be global. We intend to pursue a strategy of becoming one of the
first companies to consolidate through vertical integration mergers and


                                       17
<PAGE>

marketing/distribution acquisitions. Our principle goal will be to acquire and
operate multiple manufacturing and marketing businesses in the nutritional
supplements industry with sales under $25 million. Management believes that the
nutritional supplement market is ripe for consolidation. When market valuations
support it, consolidation by aggregation is the most profitable approach. These
conditions apply today in the consumer health care industry, specifically within
the nutritional supplements segment. Our business plan is to consolidate at
least one high-level manufacturing business and several marketers that fit the
strict criteria we established. We have engaged the services of certain parties
to represent us with the Wall Street investment banking community and
institutional investors. We have also engaged Health Business Partners, one of
the nutrition industry's leading mergers and acquisition consultants to identify
the acquisitions. We are in the process of assembling the management team with
the requisite experience to lead this growth.

If we are successful with any of our planned acquisitions, of which there can be
no assurance, the scale of our operations will increase significantly. This
increase will include the hiring of additional personnel in all functional areas
and will result in significantly higher operating expenses. There can be no
assurance that the increase in operating expenses will be offset by a similar
increase in revenues. Expansion of our operations may cause a significant strain
on our management, financial and other resources. Our ability to manage future
growth, should it occur, will depend upon a significant expansion of our
accounting and other internal management systems and the implementation and
subsequent improvement of a variety of systems, procedures and controls. There
can be no assurance that significant problems in these areas will not occur. Any
failure to expand these areas and implement and improve such systems, procedures
and controls in an efficient manner at a pace consistent with our business could
have a material adverse effect on our business, financial condition and results
of operations. As a result of such expected expansion and the anticipated
increase in our operating expenses, as well as the difficulty in forecasting
revenue levels, we expect to continue to experience significant fluctuations in
our revenues, costs and gross margins, and therefore our results of operations.

RESULTS OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO THE
YEAR ENDED DECEMBER 31, 2001.

REVENUES

Revenues for the year ended December 31, 2002 were $22,220 as compared to
$82,943 during the year ended December 31, 2001. The significant decline in
revenues is attributable to Management's decision to divest itself of the
Microscopy Live Blood Cell Program.

OPERATING EXPENSE


Selling, general and administrative expenses for the year ended December 31,
2002 were $1,051,123 as compared to $710,977 for the year ended December 31,
2001. A significant portion of the professional fees set forth in both the 2002
and 2001 statement represents non- cash based payments to professionals. We had
net operating losses totaling ($609,761) and ($677,150) for the years ended
December 31, 2002 and 2001, respectively.


ASSETS AND LIABILITIES


Total current assets as of December 31, 2002 were $14,742 as compared to $50,728
as of December 31, 2001. Our assets consist primarily of cash, $14,742 as
compared to $34,103 as of December 31, 2001. Our total current liabilities as of
December 31, 2002 were $381,481 as compared to $293,181. Approximately 80% of
these liabilities represent accrued expenses for officer's salaries, which
remain to be paid.


                                       18
<PAGE>


Our Stockholders' deficit as of December 31, 2002 was ($70,640) as compared to
($222,311) as of December 31, 2001.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002 the Company had cash and cash equivalents of $14,742 as
compared to $34,103 as of December 31, 2001. During the fourth quarter of 2002,
we took steps to improve our financial condition by negotiating a $500,000
equity investment, which was completed during January, 2003. We will require
additional capital to reach our objectives. Our ability to obtain future
financing through joint ventures, product licensing agreements, equity financing
or otherwise is subject to market conditions and our ability to identify parties
that are willing and able to enter into such arrangements on terms that are
satisfactory to us.

In January 2003, Cornell Capital Partner, L.P. advanced us $500,000 under the
terms of our Equity Line Agreement. The shares are to be valued and issued in 12
puts over a period of 125 days. We issued 5 million shares of our common stock
in connection with this financing. The shares are being held in escrow subject
to financing.

Also in January we signed a term sheet with Investors Corporation, which
provides in part for $10 million in acquisition financing and a $5 million
revolving line of credit. Each loan calls for payment of interest at the rate of
prime plus 3% and 3.5% respectively. Funding will be subject to completion by
Investors Corporation of their due diligence. As a result, there can be no
assurance that we will receive this financing or in the alternative, that if
this financing is obtained that we will be able to profitably implement our
business strategy.

Item 7. Financial Statements

The Company's financial statements have been examined to the extent indicated in
their reports by Parks, Tschopp, Whitcomb & Orr, P.A. and have been prepared in
accordance with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange Commission and are
included herein, on Page F-1 hereof in response to Part F/S of this Form 10-KSB.

         Independent Auditor's Report
         Consolidated Balance Sheets
         Consolidated Statement of Operations
         Consolidated Statements of Changes in Stockholders Equity (Deficit)
         Consolidated Statement of Cash Flows
         Notes to Consolidated Financial Statements


                                       19
<PAGE>

                                    PART III

Item 8.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

(a) Set forth below are the names, ages, positions and business experiences of
our executive officers and directors

                                   MANAGEMENT

         Directors and Executive Officers

         Our directors, executive officers and key employees are as follows:

Name                     Age       Position                     Director Since

Armand Dauplaise         63      President/ CEO/                    2000
                                 Sec/Treas/Dir

Frank Clark              68      Director/Nominee                   2002

Bernard Shinder          66      Director/Nominee                   2002

Irwin Newman             54      Secretary/Director/Nominee         2002

Roy Lerman               64      Director/Nominee                   2002

Each of our directors or those nominated to serve on our Board of Directors will
hold his position until the next annual meeting of shareholders or until his
successor is duly elected and qualified. Officers serve at the direction of the
Board of Directors. Mr. Dauplaise devotes his full time and efforts to the
operations of the Company while Mr. Newman devotes only such time and effort as
may be needed to perform his responsibility as an officer.

ARMAND DAUPLAISE has served as an officer and director of our Company since
1999. He has extensive experience in all facets of business including 21 years
as a chief executive officer for various companies. From 1999-2002 he served as
president of Crown Enterprises, Inc., a currently inactive subsidiary of
Bio-One. From 1998-1999 he served as Chief Operating Officer of Leffler
Enterprises, Inc. and from 1995 through 1997 served as president of Restoring
Services, Inc. During his extensive business career, he has held executive level
positions for such nationally known companies as Burger King Corporation,
Hardee's Restaurants and Hallmark Cards.

IRWIN NEWMAN, serves as our secretary and has been nominated to serve on our
Board of Directors. He also serves as General Counsel to the Company. Mr. Newman
is a practicing attorney in Boca Raton, Florida and serves as senior partner in
the firm of Newman, Pollock & Klein. He also serves as president of Jenex
Financial Services, Inc., a financial and consulting firm. Mr. Newman has
previously held management positions or served as legal counsel for Boca Raton
Capital Corp., Mariner Venture Capital Corp., Island Investment & Realty, Inc.
and Walter E. Heller & Co., SE.

                                       20
<PAGE>

FRANK CLARK has been nominated to serve on our Board of Directors. He served as
a former officer and director of several major health care companies. He was
executive vice president and a director of a Johnson & Johnson subsidiary. He
also has served as President and director of R.P. Scherer, Inc. and established
their business worldwide. Mr. Clark has been instrumental in acquiring,
developing and marketing products and services in the health and consumer goods
sectors.

BERNARD SHINDER, has been nominated to serve on our Board of Directors. He will
also serve as our Chief Financial Officer. Mr. Shinder has a long record of
success in the practice of international law and finance. He has been engaged as
a professional in most aspects of business finance including initial and
secondary stock offerings, mergers, acquisitions, venture capital, international
taxation strategy, international licensing, technology transfers, strategic
planning and management of the expansion process.

ROY LERMAN, has been nominated to serve on our Board of Directors. He has close
to 40 years of experience in the brokerage business and as a member in good
standing with the American Stock Exchange for more than 30 years. He was one of
the first brokers to execute options spreads on the exchange and lobbied in
Washington to have options listed. Mr. Lerman's capabilities include
representing Southwest Securities as its New York Representative and Senior Vice
President in charge of all floor activities on The American Stock Exchange; a
full Partner and Director with SDO Securities, one of the largest execution
firms headquartered in New York; a Partner in R.I.P. Consultants with offices in
New York and Hong Kong; and former Chairman of the Board for Capital Suisse
Securities, an international Brokerage firm. Mr. Lerman also serves as a
director of the following public companies: Pinnacle Business Management,
Paystar, KBF Pollution Management, EHT Software, Balaton Power, CBQ and Netvoice
Technologies

Upon assuming their role as directors of the Company, Mr. Clark, Mr. Newman and
Mr. Shinder will each be issued 300,000 shares of our restricted common stock in
consideration for their agreement to serve on our Board. In addition, the
directors will be reimbursed for all out of pocket expenses incurred in
connection with the attendance at any Board meeting or in connection with any
services they provide for and on behalf of the Company.

During the past five years, no Director, executive officer, nominee, or
significant employees have been convicted in a criminal proceeding or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

FAMILY RELATIONSHIPS

There are no family relationships between or among the executive officers and
directors of the Company.


                                       21
<PAGE>

EXECUTIVE COMPENSATION: EMPLOYMENT AGREEMENTS

In May 2000, we entered into an employment agreement with our president, Armand
Dauplaise, which provides in part for Mr. Dauplaise to receive an annual
compensation of $120,000 per year plus a car allowance of $350 per month. The
agreement is renewable annually and has been renewed on an annual basis by the
Company.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to or accrued, during
the fiscal years ended December 31, 2002, 2001 and 2000 to Bio-One `s highest
paid executive officers. No restricted stock awards, long-term incentive plan
payout or other types of compensation, other than the compensation identified in
the chart below, were paid to these executive officers during these fiscal
years.
<TABLE>
<CAPTION>

         Name              Year             Annual            Annual                   LT
         and Post                           Comp              Comp              Annual      Comp     LT
         All                                Salary            Bonus             Comp        Rest     Comp       LTIP
         Other
         (1)                                                  ($)               Other       Stock    Options    Payouts
<S>                        <C>              <C>
         Armand            2000             $120,000
         Dauplaise,
         President         2001             $120,000
         Chairman
         CEO               2002             $120,000


         Kevin
         Lockhart,         2000             $120,000
         Former
         Secretary         2001             $120,000
         and Vice-
         Chairman          2002             $  -0-


         Irwin             2000             $  -0-
         Newman,           2001             $  -0-
         Secretary         2002             $  -0-
</TABLE>

         -----------------------------
         (1)      Mr. Dauplaise and Mr. Lockhart received a car allowance of
                  $350 per month.

STOCK OPTION GRANTS IN THE PAST FISCAL YEAR

We have not issued any grants of stock options in the past fiscal year to any
officer or director.

                                       22
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2002, regarding
the ownership of our Common Stock by each shareholder known to be the beneficial
owner of more than five percent (5%) of our outstanding shares of Common Stock,
each director and all executive officers and directors as a group. Except as
otherwise indicated, each of our shareholders has sole voting and investment
power with respect to the share of Common Stock beneficially owned.
<TABLE>
<CAPTION>

  NAME AND ADDRESS OF                TITLE OF           AMOUNT AND NATURE OF              PERCENT OF CLASS
   BENEFICIAL OWNER                   CLASS               BENEFICIAL OWNER

<S>                                                          <C>                               <C>
Armand Dauplaise                      Common                 2,900,000                         15.4%
1630 Winter Springs Blvd.
Winter Springs, FL 32708

Irwin Newman
2101 NW Corporate Blvd.               Common                   146,837                         .008%
Boca Raton, FL 33431

Frank Clark                           Common                    23,936                         .001%
7313 Oak Leaf Way
Sarasota, FL 34241

Roy Lerman                            Common                   110,000                         .005%
36 Piedmont Drive
Old Bridge, New Jersey 08857
</TABLE>

There are no arrangements, which may result in the change of control of the
Company.

Item 12. Certain Relationships and Related Transactions

In May 2000, we issued to both Armand Dauplaise and Kevin Lockhart a total of
4,597,500 shares of our common stock as part of the acquisition of Crown. We
also entered into employment agreements with both Mr. Dauplaise and Mr.
Lockhart. The agreements provide in part for each to receive a base salary of
$120,000 annually plus a vehicle allowance of $350 per month. Each agreement is
for a term of one year and automatically renews for successive one (1) year
terms. In October 2000, both Mr. Dauplaise and Mr. Lockhart each donated
1,047,500 shares each back to the Company in effort to reduce the issued and
outstanding stock.

In June 2000, our president loaned us $71,008 for working capital. If the loans
are not converted to equity, they are repayable with interest due on the
outstanding principal balance at the rate of 5% per annum. The repayment amounts
and dates are $15,000 on May 16, 2003; $27,600 on September 4, 2003; $25,200 on
September 18, 2003; and $3,208 on October 7, 2003.

Item 13. Exhibits and Reports on Form 8-K.

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:

  Item 1.           Index to Exhibits
------------      --------------------------------------------------------------
3.(i).1  [1]      Articles of Incorporation of Bio-One Corporation filed
                  February 24, 1998.

3.(i).2  [1]      Certificate of Amendment of Articles of Incorporation
                  increasing authorized capital stock filed August 7, 2000.

                                       23
<PAGE>

3.(ii).1 [1]      Bylaws of Bio-One Corporation.

4.1      [1]      Form of Private Placement Offering of 1,600,000 common shares
                  at $0.01 per share.

4.2      [1]      Promissory Note in favor of Kevin Thomas dated August 8, 2000.

4.3      [1]      Convertible Note in favor of Margaret Schrock dated
                  December 5, 2000
10.1     [1]      Share Exchange Agreement between the Company and Crown
                  Enterprises, Inc. dated May 20, 2000.

10.2     [1]      Employment Agreement between the Company and Armand Dauplaise
                  dated May 30, 2000.

10.3     [1]      Employment Agreement between the Company and Kevin Lockhart
                  dated May 30,  2000.

10.4     [1]      Lease Agreement between Crown Enterprises and Daniel Jack Co.
                  dated August 15,  2000.

10.5              Removed

10.6     [3]      Bio-One Corporation Year 2001  Employee/Consultant Stock
                  Compensation Plan.

10.7     [3]      Consulting Agreement between the Company and Irwin Newman
                  dated January 17, 2001.

10.8     [4]      Consulting Agreement between the Company and Frank Clark
                  dated January 17, 2001.

10.9     [5]      Equity credit line agreement with Cornell Capital Partners
                  filed as part of the Company's Form SB-2 filed

[1] Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB filed November 3, 2000.

[2] Incorporated herein by reference to the Company's amended Registration
Statement on Form 10-SB filed January 5, 2001.

[3] Incorporated herein by reference to the Company's Form 10-QSB for the
quarter ended June 30, 2001, filed August 14, 2001.

[4] Incorporated herein by reference to the Company's Form 10-QSB for the
quarter ended September 30, 2001, filed November 9, 2001.

[5] Incorporated by reference to the Company's Form SB-2 filed August 27, 2002.


                                       24
<PAGE>



SIGNATURES

         Pursuant to the requirements of the Exchange Act, this report has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


Signature                                    Title                                    Date
---------------                          ---------------                         --------------
<S>                                      <C>                                    <C>
/s/ Armand Dauplaise
-------------------------------
    Armand Dauplaise                     President, Chairman,                    January 30, 2004
                                         CEO, Principal Accounting Officer,
                                         and Chief Financial Officer


/s/ Irwin Newman
-------------------------------
    Irwin Newman                         Secretary and Director                  January 30, 2004


/s/ Bernard Shinder
-------------------------------
    Bernard Shinder                      Director                                January 30, 2004


/s/ Frank Clark
-------------------------------
    Frank Clark                          Director                                January 30, 2004


/s/ Roy Lerman
-------------------------------
    Roy Lerman                           Director                                January 30, 2004



</TABLE>

                                       25
<PAGE>

                               BIO-ONE CORPORATION

          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Armand Dauplaise, have received this annual report on Form 10-KSB of Bio-One
Corporation:

1.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

2.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report:

3.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act rules 13a-14 and 15d-14) for the registrant and
         we have:

         a.       Designed such disclosure controls and procedures to ensure
                  that materials information relating to the registrant, is made
                  known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared.

         b.       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c.       Presented in this annual report are conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

4.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and Board
         of directors (or persons performing the equivalent function):

         a.       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

5.       There have not been any significant changes in internal controls or in
         other factors that could significantly affect internal controls
         subsequent to the date of our most recent evaluation, including any
         corrective actions with regard to significant deficiencies and material
         weaknesses.



         Date:  January 30, 2004



         /s/s Armand Dauplaise
         -------------------------------------
         President, Chief Executive Officer
         Chief Financial Officer and
         Principal Accounting Officer



                                       26
<PAGE>


                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Bio-One Corporation (the "Company") on
Form 10-KSB for the year ended December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), each of the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Action of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

A signed original of this written statement required by Section 906, or other
document authentications, acknowledging or otherwise adopting the signature that
appears in typed form with the electronic version of this written statement
required by Section 906, has been provided to Kirkpatrick & Lockhart LLP and
will be retained Kirkpatrick & Lockhart LLP and furnished to the Securities and
Exchange Commission or its staff upon request.


/s/ Armand Dauplaise
---------------------------
    Armand Dauplaise
    President, Chief Executive Officer
    Chief Financial Officer and
    Principal Accounting Officer



                                       27
<PAGE>


                               BIO-ONE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


<PAGE>


                               BIO-ONE CORPORATION
                          (A Development Stage Company)

<TABLE>
<CAPTION>

                                         TABLE OF CONTENTS



<S>                                                                                                     <C>
Independent Auditor's Report.............................................................................F-1

Financial Statements:

         Consolidated Balance Sheets.....................................................................F-2

         Consolidated Statements of Operations...........................................................F-3

         Consolidated Statements of Changes in Stockholders' Equity (Deficit)............................F-4

         Consolidated Statements of Cash Flows...........................................................F-5

Notes to Consolidated Financial Statements...............................................................F-6
</TABLE>




<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Bio-One Corporation

We have audited the accompanying consolidated balance sheets of Bio-One
Corporation (A Development Stage Company), as of December 31, 2002 and 2001 and
the related consolidated statements of operations, changes in stockholders'
equity (deficit) and cash flows for the years then ended and for the cumulative
period from April 9, 1999 (inception) through December 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bio-One Corporation
as of December 31, 2002 and 2001, and the results of their operations and their
cash flows for the years then ended and for the cumulative period from April 9,
1999 (inception) through December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.



/S/ PARKS, TSCHOPP, WHITCOMB & ORR, P.A.


February 6, 2003, except for note 9
for which the date is December 23, 2003
Maitland, Florida



                                       F-1
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                           Consolidated Balance Sheets

                           December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                     Assets
                                                                               2002              2001
                                                                            -----------      -----------
<S>                                                                         <C>                   <C>
Current assets:
      Cash                                                                  $    14,742           34,103
      Accounts receivable                                                          --              1,672
      Inventory                                                                    --             15,153
                                                                            -----------      -----------

              Total current assets                                               14,742           50,928
                                                                            -----------      -----------

Furniture and equipment                                                           9,426           26,242
      Less accumulated depreciation                                               5,327            8,000
                                                                            -----------      -----------

              Net furniture and equipment                                         4,099           18,242
                                                                            -----------      -----------

Other assets:
      Deposits                                                                     --              1,700
      Loan commitment fee, less accumulated
           amortiztion of $58,000                                               292,000             --
                                                                            -----------      -----------

                                                                            $   310,841           70,870
                                                                            ===========      ===========

 Liabilities and Stockholders' Deficit

Current liabilities:
      Accounts payable                                                      $   124,596           16,037
      Notes payable (note 6)                                                     74,502           74,502
      Notes payable - shareholder                                                71,008
      Accrued expenses (note 5)                                                 111,375          202,642
                                                                            -----------      -----------

              Total current liabilities                                         381,481          293,181
                                                                            -----------      -----------

Stockholder's deficit:
      Common stock ($.001 par value; 100 million shares authorized;
           18,854,695 shares at December 31, 2002 and 12,812,086 shares
           at December 31, 2001 issued and outstanding)                          18,855           12,812
      Preferred stock ($.001 par value; 10,000,000
           shares authorized; none issued)                                         --
      Additional paid-in capital                                              1,786,377        1,030,988
      Accumulated deficit                                                    (1,875,872)      (1,266,111)
                                                                            -----------      -----------

              Total stockholders' deficit                                       (70,640)        (222,311)
                                                                            -----------      -----------

                                                                            $   310,841           70,870
                                                                            ===========      ===========
</TABLE>

See accompanying notes to financial statements.


                                       F-2
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                      Consolidated Statements of Operations

           Years ended December 31, 2002 and 2001, and the cumulative
     period from April 9, 1999 (date of inception) through December 31, 2002
<TABLE>
<CAPTION>


                                                                                           Period from
                                                                                          April 9, 1999
                                                           2002                        (inception) through
                                                         Restated            2001       December 31, 2002
                                                       ------------      ------------  -------------------

<S>                                                    <C>                     <C>              <C>
Revenue:
     Product sales                                     $     22,220            82,943           268,035

Cost of goods sold                                            9,343            39,698           111,660
                                                       ------------      ------------      ------------

         Gross profit                                        12,877            43,245           156,375
                                                       ------------      ------------      ------------

Selling, general and administrative:
     Professional fees                                      845,491           532,409         1,766,449
     Salaries                                                48,092            58,000           316,560
     Rent                                                    12,563            27,175            56,438
     Other administrative                                   144,977            93,393           308,534
                                                       ------------      ------------      ------------

         Total selling, general and administrative        1,051,123           710,977         2,447,981
                                                       ------------      ------------      ------------

Other income (expense):
     Interest expense                                       (10,512)           (9,418)          (23,263)
     Other income                                           146,997              --             146,997
                                                       ------------      ------------      ------------

                 Net loss, as previously reported      $   (901,761)         (677,150)       (2,167,872)
                                                       ============      ============      ============

Chage in accounting principle (note 9)                      292,000              --             292,000
                                                       ------------      ------------      ------------

                Net loss, as restated                 $   (609,761)          (677,150)       (1,875,872)
                                                       ============      ============      ============

Loss per common share:
         Basic                                         $       (.04)             (.06)             (.20)
                                                       ============      ============      ============

         Diluted                                       $       (.04)             (.06)             (.20)
                                                       ============      ============      ============

Weighted average number of common shares
     outstanding:
         Basic                                           14,052,065        10,653,963         9,376,232
                                                       ============      ============      ============

         Diluted                                         14,052,065        10,653,963         9,376,232
                                                       ============      ============      ============
</TABLE>


See accompanying notes to financial statements.


                                       F-3
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

      Consolidated Statements of Changes in Stockholders' Equity (Deficit)

                   Years ended December 31, 2002, 2001, 2000,
    and the period from inception (April 9, 1999) through December 31, 2002
<TABLE>
<CAPTION>

                                                                                  Additional                            Stock
                                               Common Stock                         Paid-in          Treasury        Subscription
                                                  Shares           Amount           Capital           Stock           Receivable
                                              --------------     ------------    --------------   ---------------   ---------------

<S>                                           <C>               <C>              <C>               <C>               <C>
Balances, April 9, 1999                               --        $       --                --                --                --

Common stock subscribed                          4,564,500             4,565            (1,065)             --              (3,500)

Common stock issued for cash                       430,000               430           116,570              --                --

Net loss                                              --                --                --                --                --
                                              ------------      ------------      ------------      ------------      ------------

Balances, December 31, 1999                      4,994,500             4,995           115,505              --              (3,500)

Common stock issued for cash                       450,000             4,500            34,500              --                --

Common stock issued for services                    51,000               510             4,590              --                --

Common stock subscribed                          4,424,500            44,245           (40,745)             --              (3,500)

Reverse acquisition                              1,700,000           (42,630)           52,130              --                --

Common stock issued for cash                       140,000               140            34,860              --                --

Stock subscription                                    --                --                --                --               7,000

Common stock issued for cash                       279,999               280            69,720              --                --

Common stock issued for services                    26,000                26             6,474              --                --

Shares returned to treasury from founders       (2,095,000)           (2,095)            2,095             2,095              --

Cancellation of treasury shares                       --                --                --              (2,095)             --

Net loss                                              --                --                --                --                --
                                              ------------      ------------      ------------      ------------      ------------

Balances, December 31, 2000                      9,970,999             9,971           279,129              --                --

Common stock issued for cash                       600,000               600           149,400              --                --

Common stock issued for services                   795,532               795           261,805              --                --

Conversion of debt to common stock                 555,555               556            99,444              --                --

Exercise of warrants                               890,000               890           241,210              --                --

Net loss                                              --                --                --                --                --
                                              ------------      ------------      ------------      ------------      ------------

Balances, December 31, 2001                     12,812,086            12,812         1,030,988              --                --

Common stock issued for cash                     5,404,959             5,405           234,595              --                --

Common stock issued for services                   865,910             2,388           520,794              --                --

Common stock issued for commitment fee           1,521,740             1,522           348,478              --                --

Purchase and retirement of shares               (1,750,000)           (1,750)             --                --                --

Net loss                                              --                --                --                --                --
                                              ------------      ------------      ------------      ------------      ------------

Balances, December 31, 2002                   $ 18,854,695            18,855         1,786,377              --                --
                                              ============      ============      ============      ============      ============
[restubbed table]
<CAPTION>


                                              Accumulated
                                                Deficit             Total
                                             ---------------    --------------

<S>                                          <C>                <C>
Balances, April 9, 1999                               --                --

Common stock subscribed                               --                --

Common stock issued for cash                          --             117,000

Net loss                                          (223,748)         (223,748)
                                              ------------      ------------

Balances, December 31, 1999                       (223,748)         (106,748)

Common stock issued for cash                          --              39,000

Common stock issued for services                      --               5,100

Common stock subscribed                               --                --

Reverse acquisition                                   --               9,500

Common stock issued for cash                          --              35,000

Stock subscription                                    --               7,000

Common stock issued for cash                          --              70,000

Common stock issued for services                      --               6,500

Shares returned to treasury from founders             --               2,095

Cancellation of treasury shares                       --              (2,095)

Net loss                                          (365,213)         (365,213)
                                              ------------      ------------

Balances, December 31, 2000                       (588,961)         (299,861)

Common stock issued for cash                          --             150,000

Common stock issued for services                      --             262,600

Conversion of debt to common stock                    --             100,000

Exercise of warrants                                  --             242,100

Net loss                                          (677,150)         (677,150)
                                              ------------      ------------

Balances, December 31, 2001                     (1,266,111)         (222,311)

Common stock issued for cash                          --             240,000

Common stock issued for services                      --             173,182

Common stock issued for commitment fee                --             350,000

Purchase and retirement of shares                     --              (1,750)

Net loss                                          (609,761)         (609,761)
                                              ------------      ------------

Balances, December 31, 2002                     (1,875,872)          (70,640)
                                              ============      ============
</TABLE>




See accompanying notes to financial statements.


                                       F-4
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                      Consolidated Statements of Cash Flows

           Years ended December 31, 2002 and 2001, and the cumulative
     period from April 9, 1999 (date of inception) through December 31, 2002
<TABLE>
<CAPTION>

                                                                                               Period from
                                                                                              April 9, 1999
                                                                                           (inception) through
                                                                  2002            2001      December 31, 2002
                                                               ----------      ----------  -------------------
<S>                                                            <C>               <C>           <C>
Cash flows used in operating activities:
     Net loss                                                  $ (609,761)       (677,150)     (1,875,872)
     Adjustments to reconcile net loss to net
        cash used in operating activities:
         Depreciation and amortization                             60,884           4,871          68,884
         Common stock issued for services                         173,182         262,600         205,232
         Changes in:
             Accounts receivable                                    1,672             258            --
             Inventory                                             15,153           4,748            --
             Other assets                                           1,700            --              --
             Accounts payable                                     108,559         (14,123)        124,596
             Accrued expenses                                     (78,936)           (826)        111,375
                                                               ----------      ----------      ----------

                 Net cash used in operating activities           (327,547)       (419,622)     (1,365,785)
                                                               ----------      ----------      ----------

Cash flows from investing activities:
     Purchase of equipment                                         (2,822)         (8,207)        (14,983)
                                                               ----------      ----------      ----------

                 Net cash used in investing activities             (2,822)         (8,207)        (14,983)
                                                               ----------      ----------      ----------

Cash flows from financing activities:
     Proceeds from note payable to stockholder                     71,008            --            71,008
     Issuance of common stock                                     240,000         392,000       1,250,000
     Proceeds from issuance of notes payable                         --            75,000         199,502
     Repayment of principal on notes payable                         --           (25,000)       (125,000)
                                                               ----------      ----------      ----------

                 Net cash provided by financing activities        311,008         442,000       1,395,510
                                                               ----------      ----------      ----------

Net change in cash                                                (19,361)         14,271          14,742

Cash, beginning of period                                          34,103          19,832            --
                                                               ----------      ----------      ----------

Cash, end of period                                            $   14,742          34,103          14,742
                                                               ==========      ==========      ==========

Supplemental disclosure of cash flows information:
     Cash paid during the period for interest                  $   10,512           9,418          23,263
                                                               ==========      ==========      ==========

</TABLE>

Supplemental disclosure of non-cash financing and investing activities:
     During the year ended December 31, 2001 notes payable in the amount of
        $100,000 were converted into 555,555 shares of common stock.

See accompanying notes to financial statements.


                                       F-5
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


(1)      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

(A)      ORGANIZATION

The accompanying consolidated financial statements include the accounts of
Bio-One Corporation (Bio-One or the Company) and its wholly owned subsidiary,
Crown Enterprises, Inc. (Crown). All significant intercompany balances and
transactions have been eliminated in consolidation. Bio-One and subsidiaries
have a December 31 fiscal year end.

Bio-One Corporation was incorporated in the State of Nevada, with capital stock
of 20,000,000 shares at $ 0.001 par value, and 1,000,000 shares of preferred
stock at $0.001 per value. On July 26, 2000, Bio-One Corporation approved and
ratified an increase in the number of authorized shares of the Company's common
stock from 20,000,000 to 100,000,000. On the same date, the Company approved and
ratified an increase in the number of authorized shares of the Company's
preferred stock from 1,000,000 to 10,000,000.

Crown Enterprises, Inc. was incorporated under the laws of the State of Florida
on April 9, 1999. Crown had developed a complete line of naturopathic and
nutritional supplement products that could be recommended to address the
specific conditions identified by Crown's Microscopy "Live Blood Cell Analysis"
Program. Crown's "sell through" concept coupled with its Microscopy Program and
full line of naturopathic products placed Crown in the forefront of the
preventative and alternative healthcare industry.

On May 30, 2000, Crown agreed to exchange shares with Bio-One Corporation, a
Nevada company. Accordingly, Crown exchanged 10,000,000 shares of its stock for
10,000,000 shares of Bio-One stock in a business combination accounted for as a
reverse acquisition. During the period Bio-One was in existence, prior to the
reverse acquisition, its only activity was to raise equity capital. For
accounting purposes, the reverse acquisition is reflected as if Crown issued its
stock (10,000,000 shares) for the net assets of Bio-One. The net assets of
Bio-One were not adjusted in connection with the reverse acquisition since they
were monetary in nature.

In June 2002, Bio-One disposed of Crown's "Live Blood Cell Analysis" Program, by
purchasing the common stock of a former shareholder/director. The Company's
total focus is on vertically integrating manufacturing and marketing
acquisitions within the nutritional supplements industry.

                                                                     (Continued)



                                       F-6
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

(A)      ORGANIZATION - (CONTINUED)


In July 2002, the Company signed an agreement with Cornell Capital Partners, LP
for a $10,000,000 Equity Line of Credit investment. Cornell Capital is a
domestic hedge fund, which makes investments in small-to-mid-sized publicly
traded companies. Under the Equity Line Agreement, Bio-One has the right, but
not the obligation to require Cornell Capital to purchase shares of Bio-One
common stock up to a maximum amount of $10,000,000 over a 24-month period
commencing September 3, 2002. There is no minimum draw down although Bio-One may
make draws, as provided below, during the term of the Equity Line. The purchase
price of the shares will be 100% of the lowest closing bid price of Bio-One
common stock during the six consecutive trading days immediately following
receipt of the Company's notice of its intent to make an Equity Line draw, which
notice may be withdrawn by the Company. Bio-One paid Cornell Capital a one-time
fee equal to $350,000, payable in 1,478,261 shares of Rule 144 restricted common
stock. This fee of $350,000 has been capitalized as a loan commitment fee and is
being amortized over the 2 year term of the commitment. Cornell Capital is
entitled to retain 5% of each Equity Line advance.


In August 2002 the Company filed a SB-2 Registration Statement with the SEC and
registered 30,000,000 shares of common stock for the purpose of raising equity
capital. On September 3, 2002 the SEC declared the registration statement
effective.

Operations of the Company through the date of these financial statements have
been devoted primarily to identification and targeting of acquisition
candidates, raising capital and administrative activities.

The Company's revenues will be generated with vertically integrating
manufacturing and marketing acquisitions within the nutritional supplements
industry. The Company is prepared to launch its business plan upon completion of
its capitalization.

(B)      REVENUE RECOGNITION

The principal sources of revenues are derived from product sales. Revenue from
product sales is recognized when the product is shipped.

(C)      INVENTORY

Inventory consists of nutritional supplement products, which are valued at the
lower of cost or market on first-in, first-out basis.




                                       F-7
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

(D)       PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets using straight-line methods over five year
estimated useful lives.

Depreciation expense amounted to $2,884, $4,871, and $10,884 for the years ended
December 31, 2002, 2001, and the cumulative period from April 9, 1999 through
December 31, 2002.

The Company reviews the carrying value of property and equipment for impairment
whenever events and circumstances indicate that the carrying value of an asset
may not be recoverable from the estimated future cash flows expected to result
from its use and eventual disposition. In cases where undiscounted expected
future cash flows are less than the carrying value, an impairment loss is
recognized equal to an amount by which the carrying value exceeds the fair value
of assets.

(E)       USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

(F)      FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount reported in the balance sheet for cash, accounts receivable
and accounts payable approximates fair values due to the immediate or short-term
maturity of these financial instruments. Fair value for notes payable was based
on interest rates that are currently available to the Company for issuance of
debt with similar terms and remaining maturities, and approximate carrying
value.

(G)      CREDIT RISKS

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of trade accounts receivable. The Company sells
its products to customers, at times extending credit for such sales. Exposure to
losses on receivables is principally dependent on each customer's financial
condition. The Company monitors its exposure for credit losses and maintains
allowances for anticipated losses.




                                       F-8
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

(H)      CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

(I)      ADVERTISING COSTS

The Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses
during 2002 or 2001.

(J)      STOCK TRANSACTIONS

Shares issued for services performed are valued at either the fair value of
equity instruments issued or the value of services performed, whichever is more
reliably measurable.

(K)      STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123) which sets forth accounting and disclosure requirements
for stock-based compensation arrangements. The new statement encourages but does
not require, companies to measure stock-based compensation using a fair value
method, rather than the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25 ("APB no. 25".) The Company has adopted
disclosure requirements of SFAS 123 and has elected to continue to record
stock-based compensation expense using the intrinsic value approach prescribed
by APB No. 25. Accordingly, the Company computes compensation cost for each
employee stock option granted as the amount by which the quoted market price of
the Company's common stock on the date of grant exceeds the amount the employee
must pay to acquire the stock. The amount of compensation cost, if any, will be
charged to operations over the vesting period. SFAS 123 requires companies
electing to continue using the intrinsic value method to make certain pro forma
disclosures (see note 7).



                                       F-9
<PAGE>
                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)       INCOME TAXES

At December 31, 2002, the Company had a net operating loss carryforward for
income tax purposes of approximately $2,000,000, which is available to offset
future taxable income. The loss carryforward expires in the years beginning in
2019, unless it is utilized sooner. A valuation allowance equal to the tax
benefit of the net operating losses has been established since it is uncertain
that future taxable income will be realized during the carryforward period.
Accordingly, no income tax provision has been recognized in the accompanying
financial statements.

(3)       BASIC LOSS PER COMMON SHARE

Basic loss per common share has been computed based upon the weighted average
number of common shares outstanding during the period presented.

(4)       COMMITMENTS

The Company has entered into an employment agreement with its founding director
requiring aggregate annual salaries of $120,000 beginning in April 1999. At
December 31, 2002 and 2001, $111,375 and $202,642, respectively, remained to be
paid. In 2002, a former director left the Company forfeiting amounts due him.
The amount forfeited was approximately $150,000 and is included in other income
in the accompanying statement of operations.

(5)       NOTES PAYABLE

Note payable to bank, bearing interest at the rate of 9%,
due March 1, 2003, collateralized by accounts receivable
and inventory.                                                          $ 74,502
                                                                        ========

(6)      COMMON STOCK

Common stock issued during the year ended December 31, 2002:

      Common stock issued for services,
        valued at $.20 to $.23 per share                               2,387,650
      Common stock issued for cash                                     5,404,959

On August 17, 2001 $100,000 of debt was converted into 555,555 shares of common
stock at a rate of $.18 per share.


During the year ended December 31, 2001, notes payable in the amount of $100,000
were converted into 555,555 shares of common stock. The original note agreement
dated May 2001 with an unrelated party was for a period of six months and
interest bearing at 12%. The note was convertible into common stock at the
option of the note holder at a rate of $.25 per share or at a rate based on a
three week average trading price.


                                      F-10
<PAGE>

                               BIO-ONE CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)       STOCK BASED COMPENSATION

The Company plans to account for stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25, under
which no compensation cost for stock warrants is recognized for stock purchase
warrants granted at or above fair market value. As of December 31, 2002, the
Company has not issued any employee stock options.

Accordingly, management has not presented the pro forma effects of the
application of SFAS No. 123 herein with respect to net earnings and earnings per
share for the years ended December 31, 2002 and 2001.

During 2000, the Company issued warrants to existing stockholders to purchase
580,000 shares of the Company's common stock. The warrants were valued using the
Black-Scholes option pricing model, which resulted in no additional offering
cost charges.

During 2001, the Company issued warrants to existing stockholders to purchase
600,000 shares of the Company's common stock. The warrants were valued using the
Black-Scholes option pricing model, which resulted in no additional offering
cost charges.

(8)       SUBSEQUENT EVENTS

In January 2003 Cornell Capital Partners, LP advanced $500,000 under the terms
of the Equity Line Agreement with the shares to be valued and issued in twelve
puts over a period of 125 days. The Company issued 5 million shares of common
stock in connection with this financing. The shares are being held in escrow
subject to pricing.

In January 2003 the Company signed a term sheet with Investors Corporation for a
$10,000,000 Term Loan Facility and a $5,000,000 Revolving Credit Facility.
Closing is scheduled within 45 days after completion of the due diligence. The
funds will be used for closing on a series of scheduled acquisitions.

(9)       CHANGE IN ACCOUNTING PRINCIPLE


In 2003, the Company determined that the $350,000 commitment fee paid to Cornell
Capital is more appropriately capitalized, than expensed as previously reported.
This fee is amortized over the life of the commitment (2 years).




                                      F-11