SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 000-31889

                               BIO-ONE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                NEVADA 65-0815746
      (State or Other Jurisdiction (I.R.S. Employer Identification Number)
                        of Incorporation or Organization)

1630 WINTER SPRINGS BOULEVARD, WINTER SPRINGS, FLORIDA                 32708
------------------------------------------------------                 -----
     (Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code (407) 977-1005
                                                           --------------

           Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (Title of Class)

         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, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___

         The registrant had revenues of $103,312 for the year ended December 31,
2003.

         The aggregate market value of the voting common stock held by
non-affiliates of the Registrant on March 15, 2004, was approximately
$10,477,140, based on the average bid and asked prices on such date of $0.26.

         The Registrant had 44,553,996 shares of common stock, par value $0.001
per share, outstanding on March 15, 2004.

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                                     PART I


ITEM 1.  BUSINESS

GENERAL DESCRIPTION OF BUSINESS

         FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. This filing contains
certain forward-looking statements regarding management's plans and objectives
for future operations including plans and objectives relating to our planned
marketing efforts and future economic performance. The forward-looking
statements and associated risks set forth in this filing include or relate to,
among other things, (a) our projected sales and profitability, (b) our growth
strategies, (c) anticipated trends in our industry, (d) our ability to obtain
and retain sufficient capital for future operations, and (e) our anticipated
needs for working capital. These statements may be found under "Management's
Discussion and Analysis or Plan of Operations" and "Business," as well as in
this filing generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under "Risk Factors" and
matters described in this filing generally. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this filing will in fact occur.

         The forward-looking statements herein are based on current expectations
that involve a number of risks and uncertainties. Such forward-looking
statements are based on assumptions that we will be able to make acquisitions on
a timely basis, that we will retain the acquiree's customers, that there will be
no material adverse competitive or technological change in conditions in our
business, that demand for our products will significantly increase, that our
President will remain employed as such, that our forecasts accurately anticipate
market demand, and that there will be no material adverse change in our
operations or business or in governmental regulations affecting us or our
manufacturers and/or suppliers. The foregoing assumptions are based on judgments
with respect to, among other things, future economic, competitive and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Accordingly, although we believe that the assumptions underlying the
forward-looking statements are reasonable, any such assumption could prove to be
inaccurate and therefore there can be no assurance that the results contemplated
in forward-looking statements will be realized. In addition, as disclosed
elsewhere in the "Risk Factors" section of this filing, there are a number of
other risks inherent in our business and operations, which could cause our
operating results to vary markedly and adversely from prior results or the
results contemplated by the forward-looking statements. Growth in absolute and
relative amounts of cost of goods sold and selling, general and administrative
expenses or the occurrence of extraordinary events could cause actual results to
vary materially from the results contemplated by the forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and
periodic revisions must be made to reflect actual conditions and business
developments, the impact of which may cause us to alter marketing, capital
investment and other expenditures, which may also materially adversely affect
our results of operations. In light of significant uncertainties inherent in the
forward-looking information included in this filing, the inclusion of such
information should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved.

         Some of the information in this filing contains forward-looking
statements that involve substantial risks and uncertainties. Any statement in
this filing and in the documents incorporated by reference into this filing that
is not a statement of an historical fact constitutes a "forward-looking
statement". Further, when we use the words "may", "expect", "anticipate",
"plan", "believe", "seek", "estimate", "internal", and similar words, we intend
to identify statements and expressions that may be forward-looking statements.
We believe it is important to communicate certain of our expectations to our
investors. Forward-looking statements are not guarantees of future performance.
They involve risks, uncertainties and assumptions that could cause our future
results to differ materially from those expressed in any forward-looking
statements. Many factors are beyond our ability to control or predict. You are
accordingly cautioned not to place undue reliance on such forward-looking
statements. Important factors that may cause our actual results to differ from
such forward-looking statements include, but are not limited to, the risk
factors discussed below. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described under "Risk Factors"
below or elsewhere in this filing could have a material adverse effect on our
business, financial condition and results of operation. In such a case, the
trading price of our common stock could decline and you could lose all or part
of your investment.

OUR BUSINESS

         We are seeking to become a leading manufacturer and marketer of brand
name nutritional supplements sold through multiple distribution pipelines. Our
success will be dependent on our ability to acquire companies in the nutritional
supplement field and to effectively integrate their operations. Until our


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acquisition of the assets of Physicians Nutraceutical Laboratories, Inc. in
September 2003, we had no operations, products, customers, suppliers, or
marketing and sales distribution system. With the acquisition of the assets of
Physicians Nutraceutical Laboratories, Inc., we now have a total of thirty-two
(32) employees and our wholly-owned subsidiary, PNLabs, Inc., has assumed the
leasehold obligation of Physicians Nutraceutical Laboratories, Inc. Our 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

         As the "baby boomer" population ages and life expectancies and
discretionary income increases, we believe that more emphasis is being placed on
the quality of a person's health and wellness. People want to live well as they
live longer. We believe that 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. It is 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 related trend is the growth in use of complementary and alternative
medicine services. 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 complementary and
alternative medicine 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 vitamin sales should not be overlooked, we believe that the real
growth in the future is likely to be in products developed to address a
particular health condition or to enhance performance. Bio-One intends to focus
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.

         The domestic nutritional supplement industry is highly fragmented with
a large 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 believe that will then have the
foundation to move forward with our business strategy. Our strategy is to
increase sales and profits by acquiring companies, which we anticipate will
allow us on a combined basis to become a recognized name in the growing vitamin
and nutritional supplement field. We intend to meet these objectives by
targeting companies which management believes are undervalued. We will rely on
our consultant, Health Business Partners, as well as Armand Dauplaise, our
President and three of our directors, Frank Clark, Bernard Shinder and Roy
Lerman, for assistance in identifying prospective acquisition candidates and to
conduct any required due diligence. We believe that companies that are typically
family owned and are looking for an exit strategy or those family owned
businesses where there are no family successors or the successors do not want to
operate the business are prime acquisition candidates.

         On June 20, 2003, we entered into an agreement with Health Business
Partners, pursuant to which Health Business Partners will assist Bio-One in
identifying acquisition candidates. Heath Business Partners is a merger and
acquisition advisory firm specializing in the nutrition and customer healthcare
industries. As an advisor, principal or general partner, Health Business
Partners has been involved in more than 25 transactions in the nutrition and/or
customer healthcare industries. Pursuant to the agreement, Bio-One is obligated
to pay Health Business Partners $2,000 per day with a $10,000 cap per month and
a success fee based upon the size of future acquisitions.

         We intend to look to acquire a manufacturing facility, which should not
only produce our vitamins and supplements but should also manufacture product
and increase our revenues by offering services to third party distributors. Once
we have acquired the manufacturing facility, we intend to 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.
However, market conditions, the trading price and volume of our common stock as
well as the uncertainty of the nature of any acquisition may limit our ability
to finance future operations.

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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.

         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.

PNLABS, INC.

         Bio-One's focus is to manufacture and market products in the
nutritional supplement industry. We intend to vertically integrate production,
marketing, and distribution. On September 11, 2003, our wholly-owned subsidiary,
PNLabs, Inc., successfully consummated the acquisition of the assets of
Physicians Nutraceutical Laboratories, Inc. from Physicians Nutraceutical
Laboratories, Inc. The purchased assets included inventory, accounts receivable,
office furniture, the rights to the 5 products marketed by Physicians
Nutraceutical Laboratories and all rights to the operational business.
Physicians Nutraceutical Laboratories did not retain any assets. The
consideration given for the purchase of the assets of Physicians Nutraceutical
Laboratories was a five-year, 5% royalty on all monthly net sales of PNLabs.
Currently, Physicians Nutraceutical Laboratories' only business activity is to
distribute these royalty payments to its shareholders. Physicians Nutraceutical
Laboratories has signed a Non-Compete Agreement whereby it has agreed that it
will not compete with Bio-One, PNLabs or any of our products. Physicians
Nutraceutical Laboratories has been in business since 1999 and prior to the
acquisition it employed five people. PNLabs has retained five of these people,
which include an accounting manager, a general manager, an administrative
assistant and two office staff personnel.

         PNLabs markets five products: (1) Choless(TM); (2) Choless(TM) Test
Kit; (3) Hormone Health; (4) Arthritis Health; and (5) Basic Essentials
Multi-Vitamin. Physicians Nutraceutical Laboratories developed the product
formulas and previously marketed these products to healthcare practitioners and
retail stores. Choless(TM) ($29.95) is designed to support healthy HDL, LDL,
triglyceride and homocyteine levels. The Choless(TM) Test Kit ($39.95) is
designed to be a home cholesterol test kit with results in approximately 15
minutes. Hormone Health ($19.95), designed by physicians, is intended to address
symptoms of menopause, bone loss prevention, as well as promote healthy heart
functions. Arthritis Health ($29.95) is designed to combine cartilage building
and repair components with ingredients to promote the natural formation within
the body of a natural anti-inflammatory agent. Basic Essentials Multi-Vitamin
($29.95) is designed as a daily regimen to promote proper nutrition. PNLabs'
primary focus is to offer a broad-based product line, which we anticipate will
target some of the largest groups currently taking nutritional supplements. We
intend to continue to market these five products through PNLabs, as well as add
new products to our product lines, and further develop a comprehensive marketing
plan for all of our products. Except for those products, which we have acquired
from Physicians Nutraceutical Laboratories, Inc., we do not market or sell any
other 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 rely on third party manufacturers.

         Our management believes that 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. We
do not believe that this is the most efficient way to operate.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS

         We intend to obtain the raw materials for the manufacture of our
products from other sources. We believe that there are currently in excess of
two hundred (200) primary suppliers of raw materials within the U.S. In
addition, we believe that there are well over one hundred (100) manufacturers in
the U.S. that could manufacture any product we choose to produce. We do not
anticipate having contracts with any entities or persons committing such
suppliers to provide the materials required for the production of our products.
Raw materials including all natural herbs and minerals are plentiful worldwide.

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MARKETING

         No marketing, sales or distribution system is currently in place.
During 2003, Mr. Armand Dauplaise's primary effort has been devoted to
negotiating with investment banking sources for Bio-One and identifying
potential acquisition candidates.

         The following 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, we believe physicians and other
healthcare providers will be targeted for marketing purposes.

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.

COMPETITION

         Management of Bio-One believes that competition in our principal
markets and the private label market is intense and fragmented. 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. 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 believe that there are many well-established
competitors with substantially greater financial revenues, as well as,
significant new market entrants in the nutritional supplement industry.

         NBTY is the industry leader with $1.2 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, and
Pharmavite.

TRADEMARKS

PROPRIETARY PROTECTION

         Our business prospects 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. In addition, we anticipate that we will also rely on trade
secrets and proprietary know-how, and employ various methods to protect our
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.

GOVERNMENTAL 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 ("FDA") which regulates our
products pursuant to the Federal Food, Drug and Cosmetic Act ("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.

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<PAGE>

         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 manufacture substantiated safe dietary supplement
products without FDA pre-clearance. Failure to comply with applicable FDA
requirements can result in sanctions being imposed on Bio-One 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, should the FDA amend its guidelines or impose more stringent
interpretations of current laws or regulations, we may not 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 ("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. The FDA may not 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
forth in the regulations. However, the FDA may 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 ("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


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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
("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. If the FDA adopts GMP regulations specific to dietary supplements, we
may not 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
Federal Trade Commission ("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 ("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. We believe that any advertising claims
made by PNLabs are in compliance with these regulations.

         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.

         We believe that any product or supplement we distribute will be either
G.R.A.S. (Generally Regarded As Safe) listed by the 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 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. 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 Bio-One
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 our then current products. New laws and
regulations could, however, require the reformulation of certain products 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.

COMPLIANCE WITH ENVIRONMENTAL LAWS

         We believe that we are in 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, we believe that the cost of
complying with environmental laws will not have a significant effect on our
operations.

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<PAGE>


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 capital, we intend to more actively pursue the research, development
manufacture and distribution of nutritional supplements.

OUR ACQUISITION STRATEGY

         We intend to become a vertically integrated company in the nutritional
supplement industry. In furtherance thereof, we believe the acquisition of the
assets of Physicians Nutraceutical Laboratories and the stock of American
Nutritional Exchange represents only the first steps in our acquisition
strategy. We intend to seek to acquire manufacturing, distribution and marketing
companies that we believe have 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 may seek to acquire
companies with lower earnings, 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
which we believe have the potential of long-term growth as opposed to short-term
earnings.

         Due to our limited capital resources, the consummation of a business
combination will likely involve the acquisition of, or merger or consolidation
with a company 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' current shareholders by exchanging their
common stock for stock and/or cash in a public vehicle.

NO 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. As a result, shareholders will be almost entirely
dependent on the judgment and experience of management in connection with our
acquisition strategy.

ACQUISITION CRITERIA

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

         o        financial condition and results of operation of the target
                  business;

         o        the location of the target business;

         o        growth potential and projected financial performance of the
                  target business;

         o        experience and skill of management and availability of
                  additional personnel of the target business;

         o        capital requirements of the target business;

         o        competitive position of the target business;

         o        stage of development of the product, process or service of the
                  target business;

         o        degree of current or potential market acceptance of the
                  product, process or service of the target business;

         o        possible proprietary features and possible other protection of
                  the product, process or service of the target business; and

         o        costs associated with effecting the business combination.

                                       7
<PAGE>

         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.

         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
could depress the price of our common stock in. Further, such issuance of
additional securities would result in a decrease in the percentage ownership of
present shareholders.

RECENT DEVELOPMENTS

         On November 25, 2003, Bio-One entered into a Stock Purchase Agreement
with American Nutritional Exchange, Inc., a Florida corporation. Pursuant to the
Stock Purchase Agreement, Bio-One purchased shares of American Nutritional's
capital stock representing 80% of the votes of all issued and outstanding shares
of American Nutritional's capital stock for: (1) a purchase price in an amount
equal to $1,000,000 payable in installments and (2) a credit line to be made
available to American Nutritional in the principal amount of $1,000,000, which
may be drawn down by American Nutritional in traunches during 2004. Pursuant to
the Stock Purchase Agreement, Bio-One is entitled to receive 30% of any future
distribution of profits of American Nutritional and/or 30% of any future
distribution of proceeds from a sale of American Nutritional.

         American Nutritional is a Florida-based business that is a wholesale
distributor of nationally branded nutritional supplements. American Nutritional
sells nutritional supplement products to retail stores representing
independents, large and small chain vitamin outlets, health clubs and
convenience stores throughout the Southeast United States. American Nutritional
has achieved distribution rights with approximately 25 of the manufacturers of
nutritional brands in the natural products industry.

         On February 5, 2004, Bio-One executed a Secured Promissory Note payable
to Cornell Capital Partners, LP in the principal amount of $5,000,000. The
Promissory Note accrues interest at an annual rate of 12% and is payable out of
Bio-One's cash or out of the net proceeds received by Bio-One under our Equity
Line of Credit Agreement, dated July 25, 2002 with Cornell Capital Partners.
Bio-One must pay all amounts due under the Promissory Note by August 3, 2004,
regardless of the availability of proceeds under the Equity Line of Credit
Agreement. The Promissory Note is secured by all of the assets of Bio-One.

         On February 13, 2004, Bio-One entered into a Letter of Intent with
Weifang Shengtai Pharmaceuticals Co. Ltd., a company organized under the laws of
the People's Republic of China. Pursuant to the Letter of Intent, Bio-One
intends to acquire a 51% interest in Weifang Shengtai, a manufacturer and
distributor of glucose in China. The terms of the acquisition described in the
Letter of Intent include a cash payment and convertible preferred stock of
Bio-One.

         On February 15, 2004, Bio-One entered into a non-binding letter of
intent with a company organized under the laws of the People's Republic of
China. Pursuant to the letter of intent, Bio-One intends to acquire a 51%
interest in this Chinese herbal medicine company. The company operates an
integrated business that includes research and development, raw material supply,
manufacturing, and sales and marketing. Currently, this company has 802
employees.

                                       8
<PAGE>

         On February 17, 2004, Bio-One entered into a non-binding agreement to
acquire a corporation organized under the laws of Canada. The terms of the
acquisition described in the Letter of Intent include a cash payment and
promissory note. The closing of this transaction is anticipated to be within the
next 60 days. The Canadian company is a manufacturer and distributor of branded,
specialty nutritional supplements, which currently markets its products in
Canada, Hong Kong and the United States.

EMPLOYEES

         Our Company currently has thirty-two (32) employees. We are currently
reviewing our personnel needs for the remainder of 2004 and beyond. As of the
date hereof, we anticipate hiring additional employees in 2004, which should
include management, marketing and support staff.

CERTAIN BUSINESS RISK FACTORS

         You should carefully consider the risks described below before
purchasing our common stock. The risks set forth below describe the material
risks presently known by the Company. If any of the following risks actually
occur, our business, financial condition, or results or operations could be
materially adversely affected, the trading of our common stock could decline,
and you may lose all or part of your investment. You should acquire shares of
our common stock only if you can afford to lose your entire investment.

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

         We have a history of losses. We have incurred an operating loss since
inception and had an accumulated deficit of $3,258,984 as of December 31, 2003.
For the years ended December 31, 2003, 2002 and 2001, we incurred a net loss of
$1,383,112, $609,761 and $677,150, respectively. We cannot predict the amount of
revenues, if any, we may generate as a result of our acquisition of the assets
of Physicians Nutraceutical Laboratories, Inc., or 80% of the outstanding shares
of American Nutritional Exchange, Inc. Consequently, we will in all likelihood,
have to rely on external financing for all of our capital requirements. Future
losses are likely to continue unless we successfully implement our revised
business plan, which calls for us to secure both debt and equity financing while
aggressively pursuing acquisitions and/or joint ventures with companies in the
nutritional supplement industry. Our ability to continue as a going concern will
be dependent upon our ability to draw down on the Equity Line of Credit we have
established with Cornell Capital Partners. If we incur any problems in drawing
down our Equity Line of Credit, we may experience significant liquidity and cash
flow problems. If we are not successful in reaching and maintaining profitable
operations we may not be able to attract sufficient capital to continue our
operations. Our inability to obtain adequate financing will result in the need
to curtail business operations and will likely result in a lower stock price.

WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

         We have relied on significant external financing to fund our
operations. As of December 31, 2003, we have received a total of $1,500,000
under our Equity Line of Credit with Cornell Capital Partners. We received all
of these proceeds in fiscal years 2002 and 2003. Prior to our Equity Line of
Credit, our officers and directors advanced us approximately $70,000 in 2002
during a period in which we had approximately $20,000 in revenues. As of
December 31, 2003, we had $210,021 in cash and cash equivalents and our total
current assets were $285,647. Our current liabilities were $758,922. We will
need to raise additional capital to fund our anticipated operating expenses and
future expansion. Among other things, external financing may be required to
cover our operating costs. Unless we obtain profitable operations, it is
unlikely that we will be able to secure additional financing from external
sources. If we are unable to secure additional financing or we cannot draw down
on our Equity Line of Credit, we believe that we have sufficient funds to
continue operations for approximately twelve months. We estimate that we will
require $720,000 to fund our anticipated operating expenses and approximately
$25,000,000 to fund our expansion plans for the next twelve months. The sale of
our common stock to raise capital may cause dilution to our existing
shareholders. Our inability to obtain adequate financing will result in the need
to curtail business operations. Any of these events would be materially harmful
to our business and may result in a lower stock price. Our inability to obtain
adequate financing will result in the need to curtail business operations and
you could lose your entire investment. Our financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

WE MAY NOT BE SUCCESSFUL IN INTEGRATING THE BUSINESS OF PHYSICIANS NUTRACEUTICAL
LABORATORIES OR AMERICAN NUTRITIONAL EXCHANGE

         On September 11, 2003, our wholly-owned subsidiary, PNLabs, Inc.,
acquired substantially all of the assets of Physicians Nutraceutical
Laboratories, Inc. The purchased assets included, among other things, the rights
to market the five products marketed by Physicians Nutraceutical Laboratories
and all rights to the operational business of Physicians Nutraceutical
Laboratories.

                                       9
<PAGE>

         On November 25, 2003, we acquired shares of American Nutritional
Exchange representing 80% of the votes of all issued and outstanding shares of
American Nutritional Exchange. American Nutritional Exchange is a wholesale
distributor of nationally brand nutritional supplements. We may fail to
successfully market our new products and/or integrate the operations of
Physicians Nutraceutical Laboratories or American Nutritional Exchange into
Bio-One. The integration of our new operations could place an increasing strain
on our management and financial resources. If we fail to integrate the products
and operations of Physicians Nutraceutical Laboratories or American Nutritional
Exchange in our business we may be forced to curtail or cease our business
operations.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

         Our common stock is traded on the Over-the-Counter Bulletin Board.
Prior to this offering, there has been a limited public market for our common
stock and there can be no assurance that an active trading market for our common
stock will develop. As a result, this could adversely affect our shareholders'
ability to sell our common stock in short time periods, or possibly at all. Our
common stock is thinly traded compared to larger, more widely known companies in
the nutritional supplement industry. Thinly traded common stock can be more
volatile than common stock traded in an active public market. The average daily
trading volume of our common stock in December 2003 was 394,028 shares. The high
and low bid price of our common stock for the last two fiscal years has been
$0.47 and $0.04, respectively. Our common stock has experienced, and is likely
to experience in the future, significant price and volume fluctuations, which
could adversely affect the market price of our common stock without regard to
our operating performance. In addition, we believe that factors such as
quarterly fluctuations in our financial results and changes in the overall
economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED UNDER THE EQUITY LINE
OF CREDIT AND THE PRICE OF OUR COMMON STOCK WILL AFFECT OUR ABILITY TO DRAW DOWN
ON THE EQUITY LINE OF CREDIT

         Currently, we are dependent upon external financing to fund our
operations. Our financing needs are expected to be provided, in large part, by
our Equity Line of Credit. As of December 31, 2003, we had received $1.5 million
and issued 30,000,000 shares under the Equity Line of Credit. The amount of each
advance under the Equity Line of Credit is subject to an aggregate maximum
advance amount equal to $500,000 in any 30-calendar-day period. Because of this
maximum advance restriction, we may not be able to access sufficient funds when
needed.

         In addition, there is an inverse relationship between the price of our
common stock and the number of shares of common stock, which will be issued
under the Equity Line of Credit. Our Articles of Incorporation currently
authorize Bio-One to issue 500 million shares and, as of March 15, 2004, we have
44,553,996 shares of common stock issued and outstanding. In the event we desire
to draw down any available amounts remaining under the Equity Line of Credit
after we have issued the 50 million shares registered in a previously filed
registration statement, we will have to file a new registration statement to
cover such additional shares we will issue for additional draw downs on the
Equity Line of Credit. Unless we obtain profitable operations, it is unlikely
that we will be able to secure additional financing from external sources other
than our Equity Line of Credit. Therefore, if we are unable to draw down on our
Equity Line of Credit, we may be forced to curtail or cease our business
operations.

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our common stock is deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny
stocks are stock:

         o        With a price of less than $5.00 per share;

         o        That are not traded on a "recognized" national exchange;

         o        Whose prices are not quoted on the Nasdaq automated quotation
                  system (Nasdaq listed stock must still have a price of not
                  less than $5.00 per share); or

                                       10
<PAGE>

         o        In issuers with net tangible assets less than $2.0 million (if
                  the issuer has been in continuous operation for at least three
                  years) or $5.0 million (if in continuous operation for less
                  than three years), or with average revenues of less than $6.0
                  million for the last three years.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

         Our success largely depends on the efforts and abilities of Armand
Dauplaise, our President and Chief Executive Officer. Mr. Dauplaise has been
instrumental in securing our existing financing arrangements. In addition, Mr.
Dauplaise's efforts resulted in our acquisition of the assets of Physicians
Nutraceutical Laboratories, Inc., in September 2003 and the stock of America
Nutritional Exchange in February 2004. Mr. Dauplaise is also primarily
responsible for identifying additional acquisition candidates with the
assistance of Health Business Partners LLC and undertaking due-diligence
investigations. Mr. Dauplaise receives a salary of $120,000 per year and a car
allowance pursuant to his employment agreement with Bio-One. The employment
agreement is for one year and is renewable annually. The loss of the services of
Mr. Dauplaise could materially harm our business because of the cost and time
necessary to recruit and train a replacement. Such a loss would also divert
management attention away from operational issues. We do not presently maintain
a key-man life insurance policy on Mr. Dauplaise.

         In addition, in order to implement our revised business strategy, we
believe that we will need to attract and retain a Chief Financial Officer, a
Director of Marketing, a Director of Operations, an Information Technology
Officer and additional administrative support staff as our company grows.

WE MAY BE UNABLE TO MANAGE GROWTH

         Successful implementation of our business strategy requires us to
manage our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

         o        Respond to the needs of an operating business and be able to
                  fully integrate management and controls to our acquisition of
                  the assets of Physicians Nutraceutical Laboratories, Inc. and
                  the acquisition of American Nutritional Exchange as well as
                  any future acquisitions; and

         o        Attract and retain qualified personnel, as well as, develop,
                  train and manage management-level and other employees.

         If we fail to manage our growth effectively, our business, financial
condition or operating results could be materially harmed, and our stock price
may decline.

THE ISSUANCE OF PREFERRED STOCK MAY ENTRENCH MANAGEMENT OR DISCOURAGE A CHANGE
OF CONTROL

         Our Articles of Incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock with designations rights, and preferences
determined from time to time by our Board of Directors. Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividends, liquidation, conversion, voting, or other rights that
could adversely affect the voting power or other rights of the holders of our
common stock. In the event of issuance, the preferred stock could be used, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of Bio-One or, alternatively, granting the holders of
preferred stock such rights as to entrench management. If the holders of our
common stock desired to remove current management, it is possible that our Board
of Directors could issue preferred stock and grant the holders thereof such
rights and preferences so as to discourage or frustrate attempts by the common
stockholders to remove current management. In doing so, management would be able
to severely limit the rights of common stockholders to elect the Board of
Directors.

                                       11
<PAGE>


WE EXPECT INTENSE COMPETITION IN OUR INDUSTRY

         Many of our competitors have significantly greater name recognition and
financial and other resources. If we are able to compete effectively against our
competitors, we will be forced to curtail or cease our business operations. Our
main competitors are NBTY, Natrol, Herbalife and Nutraceuticals. We believe the
products that compete with ours, include Cholesterol Success, Cholesterol Free
Fish Oil, Complete Balance, Dong Quai, Arthritis Pain Relief and Bone Core,
Centrum and ABC Plus. Our market share in the nutrition supplement industry is
very small at this time.

OUR INDUSTRY IS SUBJECT TO GOVERNMENT REGULATION

         The manufacturing, processing, formulation, packaging, labeling and
advertising of vitamins and other Nutraceutical products are subject to
regulation by one or more federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the Consumer Product 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, as well as of
foreign countries, in which our products may be sold. We may incur significant
costs in complying with these regulations. In the event we cannot comply with
government regulations affecting our business and products, we may be forced to
curtail or cease our business operations.

FUTURE ACQUISITIONS MAY DISRUPT OUR BUSINESS AND DEPLETE OUR FINANCIAL RESOURCES

         Any future acquisitions we make could disrupt our business and
seriously harm our financial condition. We intend to consider investments in
complementary companies, products and technologies. We anticipate buying
businesses, products and/or technologies in the future in order to fully
implement our business strategy. In the event of any future acquisitions, we
may:

         o        issue stock that would dilute our current stockholders'
                  percentage ownership;

         o        incur debt;

         o        assume liabilities;

         o        incur amortization expenses related to goodwill and other
                  intangible assets; or

         o        incur large and immediate write-offs.

         The use of debt or leverage to finance our future acquisitions should
allow us to make acquisitions with an amount of cash in excess of what may be
currently available to us. If we use debt to leverage up our assets, we may not
be able to meet our debt obligations if our internal projections are incorrect
or if there is a market downturn. This may result in a default and the loss in
foreclosure proceedings of the acquired business or the possible bankruptcy of
our business.

         Our operation of any acquired business will also involve numerous
risks, including:

         o        integration of the operations of the acquired business and its
                  technologies or products;

         o        unanticipated costs;

         o        diversion of management's attention from our core business;

         o        adverse effects on existing business relationships with
                  suppliers and customers;

         o        risks associated with entering markets in which we have
                  limited prior experience; and

         o        potential loss of key employees, particularly those of the
                  purchased organizations.

                                       12
<PAGE>

OUR EQUITY CREDIT LINE AGREEMENT COULD HAVE AN ADVERSE EFFECT ON OUR ABILITY TO
MAKE ACQUISITIONS WITH OUR COMMON STOCK

         We cannot predict the actual number of shares of common stock that will
be issued pursuant to the Equity Line of Credit Agreement, in part, because the
purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. It may be necessary for our shareholders to approve an increase in our
authorized common stock for us to register additional shares of common stock in
order to have sufficient authorized shares available to make acquisitions using
our common stock. As we issue shares of common stock pursuant to the Equity
Credit Line Agreement, we may not have sufficient shares of our common stock
available to successfully attract and consummate future acquisitions.

INVESTORS SHOULD NOT RELY ON AN INVESTMENT IN OUR STOCK FOR THE PAYMENT OF CASH
DIVIDENDS

         We have not paid any cash dividends on our capital stock and we do not
anticipate paying cash dividends in the future. Investors should not make an
investment in our common stock if they require dividend income. Any return on an
investment in our common stock will be as a result of any appreciation, if any,
in our stock price.

THERE ARE NO CONCLUSIVE STUDIES REGARDING THE MEDICAL BENEFITS OF NUTRITIONAL
SUPPLEMENTS

         We currently market five products: (1) CholessTM; (2) CholessTM Test
Kit; (3) Hormone Health; (4) Arthritis Health; and (5) Basic Essentials
Multi-Vitamin. Many of the ingredients in our current products, and we
anticipate in our future products, will be vitamins, minerals, herbs and other
substances for which there is not a long history of human consumption. Although
we believe all of our products to be safe when taken as directed by us, there is
little experience with human consumption of certain of these product ingredients
in concentrated form. In addition, we are highly dependent upon consumers'
perception of the safety and quality of our products as well as similar products
distributed by other companies. We could be adversely affected in the event any
of our products or any similar products distributed by other companies should
prove or be asserted to be harmful to consumers. In addition, because of our
dependence upon consumer perceptions, adverse publicity associated with illness
or other adverse effects resulting from consumers' failure to consume our
products as we suggest or other misuse or abuse of our products or any similar
products distributed by other companies could have a material adverse effect on
the results of our operations and financial condition.

THE MANUFACTURE AND DISTRIBUTION OF VITAMINS AND OTHER NUTRITIONAL SUPPLEMENTS
COULD RESULT IN PRODUCT LIABILITY CLAIMS

         We currently market five products: (1) Choless(TM); (2) Choless(TM)
Test Kit; (3) Hormone Health; (4) Arthritis Health; and (5) Basic Essentials
Multi-Vitamin. We, like any other retailer, distributor and manufacturer of
products that are designed to be ingested, face an inherent risk of exposure to
product liability claims in the event that the use of our products results in
injury. Such claims may include, among others, that our products contain
contaminants or include inadequate instructions as to use or inadequate warnings
concerning side effects and interactions with other substances. While we intend
to obtain product liability insurance, we may not be able to obtain such
insurance at a reasonable cost, or, if available, will be adequate to cover
liabilities. We do not anticipate obtaining contractual indemnification from
parties supplying raw materials or marketing our products. In any event, any
such indemnification if obtained will be limited by our terms and, as a
practical matter, to the creditworthiness of the indemnifying party. In the
event that we do not have adequate insurance or contractual indemnification,
product liabilities relating to defective products could have a material adverse
effect on our operations and financial conditions.

POTENTIAL EFFECT OF ADVERSE PUBLICITY

         We believe the growth experienced by the nutritional supplement market
is based in part on national media attention regarding scientific research
suggesting potential health benefits from regular consumption of certain
vitamins and other nutritional products. Such research has been described in
major medical journals, magazines, newspapers and television programs. The
scientific research to date is preliminary.

         In the future, scientific research and/or publicity may not be
favorable to the nutritional supplement market or any particular product, or may
be inconsistent with earlier favorable research or publicity. Future reports of
research that are perceived as less favorable or that question such earlier
research could have a material adverse effect on our operations and financial
condition. 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 effect on our operations. Such adverse


                                       13
<PAGE>

publicity could arise even if the adverse effects associated with such products
resulted from consumers' failure to consume such products as directed. In
addition, we may not be able to counter the effects of negative publicity
concerning the efficacy of our products. Any such occurrence could have a
negative effect on our operations.

ANY FUTURE ACQUISITIONS WILL HAVE TO DEVELOP NEW PRODUCTS IN ORDER TO KEEP PACE
WITH CHANGING CONSUMER DEMANDS

         The dietary supplement industry is highly competitive and characterized
by changing consumer preferences and continuous introduction of new products.
Our goal is to expand our portfolio of dietary supplement products through
acquisition of existing companies and/or products serving niche segments of the
industry. New products must be introduced in a timely and regular basis to
maintain distributor and consumer interest and appeal to varying consumer
preferences.

         We believe that any future success of Bio-One will depend, in part, on
our ability to anticipate changes in consumer preferences and acquire, manage,
develop and introduce, in a timely manner, new products that adequately address
such changes. If we are unable to develop and introduce new products or if our
new products are not successful, our sales may be adversely affected as
customers seek competitive products. In addition, our introduction or our
announcement of new products could result in a reduction in sales of our
existing products, requiring us to carefully manage product introductions in
order to minimize disruption in sales of our existing products. Any reduction in
purchases or consumption of our existing products could have a material adverse
effect on our business, operating results and financial condition.

ITEM 2.  PROPERTIES

         Our principal executive office is located at 1630 Winter Springs
Boulevard, Winter Springs, Florida 32708. We are relocating to new office space
upon completion of construction, which is anticipated in April 2004.

         Our new principal offices will occupy approximately 1,500 square feet
and are leased for a term of five years. We consider these facilities to be
adequate for our foreseeable needs.

ITEM 3.  LEGAL PROCEEDINGS

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On December 11, 2003, Bio-One held a Special Meeting of shareholders.
At the Special Meeting, the shareholders of Bio-One elected Irwin Newman,
Bernard Shinder, Frank Clark and Roy Lerman as members of Bio-One's Board of
Directors. In addition, the shareholders of Bio-One re-elected Armand Dauplaise
as a member of Bio-One's Board of Directors. In addition to the election of the
above-referenced directors, the shareholders of Bio-One voted in favor of an
amendment to Bio-one's Articles of Incorporation to increase the Company's
authorized common stock to 500,000,000 shares. Below is a table of the number of
votes cast for, against or withheld, as well as the number of abstentions and
broker non-votes as to each matter voted upon, including each director nominee.
<TABLE>
<CAPTION>
                                                              VOTES CAST
                                                              ----------
                                                                         AGAINST OR       ABSTENTION AND
MATTER VOTED UPON                                        FOR               WITHHELD       BROKER NON-VOTES
-----------------                                        ---               --------       ----------------
<S>                                                  <C>                   <C>              <C>
Armand Dauplaise                                     38,751,672            742,600          5,059,724
Irwin Newman                                         37,909,072            842,600          5,802,324
Bernard Shiner                                       37,909,072            842,600          5,802,324
Frank Clark                                          37,909,072            842,600          5,802,324
Roy Lerman                                           37,909,072            842,600          5,802,324
Amendment to Articles of Incorporation               36,123,079          2,533,462          5,802,324
</TABLE>


                                       14
<PAGE>


                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock has been publicly traded since June 21, 2001. The
securities are traded on the over-the-counter market, and quoted on the Nasdaq
Electronic Bulletin Board under the symbol "BICO." The following table sets
forth for the periods indicated the range of high and low closing bid quotations
per share as reported by the over-the-counter market for the past two years.
These quotations represent inter-dealer prices, without retail markups,
markdowns or commissions and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>

                    YEAR 2001                                               HIGH BID          LOW BID
                    ---------                                               --------          -------
<S>                                    <C> <C>                               <C>                <C>
                    Quarter Ended June 30, 2001                              $0.280             $0.20
                    Quarter Ended September 30, 2001                         $0.800             $0.28
                    Quarter Ended December 31, 2001                          $0.550             $0.37

                    YEAR 2002                                               HIGH BID          LOW BID
                    ---------                                               --------          -------
                    Quarter Ended March 31, 2002                             $0.470             $0.33
                    Quarter Ended June 30, 2002                              $0.400             $0.11
                    Quarter Ended September 30, 2002                         $0.440             $0.05
                    Quarter Ended December 31, 2002                          $0.120             $0.03

                    YEAR 2003                                               HIGH BID          LOW BID
                    ---------                                               --------          -------
                    Quarter Ended March 31, 2003                             $0.180             $0.04
                    Quarter Ended June 30, 2003                              $0.090             $0.04
                    Quarter Ended September 30, 2003                         $0.135             $0.06
                    Quarter Ended December 31, 2003                          $0.095             $0.06

                    YEAR 2004                                               HIGH BID          LOW BID
                    ---------                                               --------          -------
                    Quarter Ended January 1, 2004-March 15, 2004              $0.50             $0.07
</TABLE>

         On March 15, 2004, the closing price of our common stock as reported on
the Over-the-Counter Bulletin Board was $0.26 per share. As of March 15, 2004,
we had in excess of 1,700 holders of common stock and 44,553,996 shares of our
common stock were issued and outstanding. Many of our shares are held in
brokers' accounts, so we are unable to give an accurate statement of the number
of shareholders.

DIVIDENDS

         We have not paid any dividends on our common stock and do not
anticipate paying any cash dividends in the foreseeable future. We intend to
retain any earnings to finance the growth of the business. We cannot assure you
that we will ever pay cash dividends. Whether we pay any cash dividends in the
future will depend on the financial condition, results of operations and other
factors that the Board of Directors will consider.


                                       15
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

         The following table provides the sales of unregistered securities for
the past year.
<TABLE>
<CAPTION>

                                              NATURE                                                        SHARE PRICE
                                       OF SERVICES PERFORMED         SHARES ISSUED     VALUE RECEIVED        PER SHARE
                                       ---------------------         -------------     --------------        ---------
FIRST QUARTER 2003
<S>                                <C>                                   <C>            <C>                   <C>
Irwin Newman                       Business Consulting Services          73,045         $    4,894            $0.068
Jeffrey Gerslein                   Business Consulting Services           8,115         $      543            $0.068
Frank Clark                        Business Consulting Services         179,105         $   12,000            $0.068
Scott Sieck                        Business Consulting Services         141,000         $    9,588            $0.068
                                                                        -------         ----------
  Total First Quarter 2003                                              401,265         $   27,025
                                                                        =======         ==========

SECOND QUARTER 2003
Irwin Newman                       Business Consulting Services          72,000         $    4,819            $0.068
                                                                        -------         ----------
  Total Second Quarter 2003                                              72,000         $    4,819
                                                                        =======         ==========
THIRD QUARTER 2003
None

FOURTH QUARTER 2003
None

FIRST QUARTER 2004
None
</TABLE>

         Bio-One believes that all transactions were transactions not involving
any public offering within the meaning of Section 4(2) of the Securities Act of
1933, since (a) each of the transactions involved the offering of such
securities to a substantially limited number of persons; (b) each person took
the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Except for historical information, the following Management's
Discussion and Analysis contains forward-looking statements based upon current
expectations that involve certain risks and uncertainties. Our actual results
could differ materially from those reflected in these forward-looking statements
as a result of certain factors that include, but are not limited to, the risks
discussed in the Section entitled "Risk Factors." Please see the statements
contained under the Section entitled "Forward-Looking Statements."

         We believe that the key to our growth and future viability as an
operating company will be to effectively implement our acquisition strategy. We
must be able to selectively identify from the thousands of companies
manufacturing, marketing and distributing vitamins and other nutritional
supplements those, which can meet the parameters we establish for sales and
earnings. We will not ignore those companies with poor earnings if we identify a
reason for their poor showing. Earnings may be poor for a number of reasons
including poor management, poor marketing, the inability to establish a
successful sales team or establish a cost effective distribution network. By
vertically integrating the manufacturing, marketing and distribution chain, we
believe that we will be able to take advantage of economies of scale not
otherwise available. Our principal goal will be to acquire and operate at least
one high-level manufacturing business and several marketing companies that fit
the criteria we established. Management believes that the nutritional supplement
market is ripe for selective consolidation. When market valuations support it,
we believe that consolidation by aggregation is the most profitable approach. We
believe that these conditions apply today in the consumer health care industry
and specifically within the nutritional supplements segment.

         We have just begun to implement our strategy on September 11, 2003, our
wholly-owned subsidiary, PNLabs, Inc., successfully consummated the acquisition
of substantially all of the assets of Physicians Nutraceutical Laboratories,
Inc. from Physicians Nutraceutical Laboratories. PNLabs was formed for the


                                       16
<PAGE>

purpose of acquiring the assets of Physicians Nutraceutical Laboratories. The
purchased assets included inventory, accounts receivable, office furniture, the
rights to the five products marketed by Physicians Nutraceutical Laboratories
and all rights to the operational business. Physicians Nutraceutical
Laboratories did not retain any assets. The consideration given for the purchase
of the assets of Physicians Nutraceutical Laboratories was a five-year, 5%
royalty on all monthly net sales of PNLabs. Currently, Physicians Nutraceutical
Laboratories' only business activity is to distribute these royalty proceeds to
its shareholders. Physicians Nutraceutical Laboratories has agreed that it will
not compete with Bio-One, PNLabs or any of our products. Physicians
Nutraceutical Laboratories has been in business since 1999 and prior to the
acquisition it employed five people. PNLabs has retained all five of these
people, which include an accounting manager, a general manager, an
administrative assistant and 2 office staff personnel. Based on the product line
that we acquired from Physicians Nutraceutical Laboratories, we believe that
there is potential for growth. We believe that Physicians Nutraceutical
Laboratories' operations were hampered by limited working capital for both
product development and marketing. Assuming we secure the required financing, we
believe that this acquisition represents the first step to implementing our
business strategy. Physicians Nutraceutical Laboratories previously marketed
five products: (1) Choless(TM); (2) Choless(TM) Test Kit; (3) Hormone Health;
(4) Arthritis Health; and (5) Basic Essentials Multi-Vitamin. Physicians
Nutraceutical Laboratories developed the product formulas and previously
marketed these products to healthcare practitioners and retail stores. All of
Physicians Nutraceutical Laboratories' distribution agreements with respect to
these products have expired. These products are now marketed through our
wholly-owned subsidiary, PNLabs, Inc. We believe that the customer base and
demands for nutritional supplements is growing significantly. We intend to
continue to market these five products through PNLabs, as well as add new
products to our product lines, and further develop a comprehensive marketing
plan for all of our products.

         The acquisition by our wholly-owned subsidiary, PNLabs, of
substantially all of the assets of Physicians Nutraceutical Laboratories
requires us to pay a five-year royalty to Physicians Nutraceutical Laboratories
equal to 5% of the net monthly sales of PNLabs and committed us to immediately
use $50,000 for working capital. Further, pursuant to our agreement with
Physicians Nutraceutical Laboratories, up to an additional $1.4 million of
development capital may be committed depending on future operating results. The
$1.4 million of development capital was at the rate of $50,000 per month from
September through December 2003. It is now at the rate of $100,000 per month
through December 2004, subject to the business operating according to its
projections for revenues and profits. The development capital is being allocated
to develop products distribution channels for direct mail, infomercials,
e-commerce, retail, radio, and a physician's network. There is no negative
implication to Bio-One if we do not meet the $1.4 million capital referenced
above. The audited numbers for Physicians Nutraceutical Laboratories indicate
revenues for 2002 of approximately $800,000. The value of the assets that we
have acquired has been set at approximately $108,000.

         The table below compares revenues, total expenses and net loss of
Physicians Nutraceutical Laboratories for the six months ended June 30, 2003,
and the years ended December 31, 2002 and 2001, respectively.

        PERIOD                      REVENUES     TOTAL EXPENSES      NET LOSS
        ------                      --------     --------------      --------

Six Months ended
June 30, 2003 (unaudited)         $  505,088     $      720,243    $   215,155

Year ended
December 31, 2002 (unaudited)     $  807,229     $      973,560    $   166,331

Year ended
December 31, 2001 (audited)       $  309,861     $    1,274,774    $   964,913

         In the future, we anticipate using our common stock to finance
acquisitions and retaining cash for working capital purposes. However, it is
likely that future acquisition candidates will require cash compensation as part
of the sale. As such, our acquisition strategy will, to a certain extent, be
dependent on our ability to secure additional financing from Cornell Capital
Partners or other sources. If we are not able to secure the additional financing
or we are unable to draw down on the entire $10 million in financing, it is
highly unlikely that we will be able to implement our acquisition strategy.

CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make a wide variety of estimates and assumptions that affect (i)
the reported amounts of assets and liabilities and disclosure of contingent


                                       17
<PAGE>

assets and liabilities as of the date of the financial statements, and (ii) the
reported amounts of revenues and expenses during the reporting periods covered
by the financial statements. Our management routinely makes judgments and
estimates about the effect of matters that are inherently uncertain. As the
number of variables and assumptions affecting the future resolution of the
uncertainties increases, these judgments become even more subjective and
complex. We have identified certain accounting policies that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in Note 1 of the Notes to the
Financial Statements.

         Several of those critical accounting policies are as follows:

         This discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to allowance for
doubtful accounts and deferred income tax assets. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The Company's
management has discussed the selection and development of its critical
accounting policies, estimates and related disclosure below with the Audit
Committee of the Board of Directors.

RECENT ACCOUNTING PRONOUNCEMENTS

         New accounting pronouncements that have a current or future potential
impact on our financial statements are as follows:

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." The Statement amends and
clarifies accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement is effective for contracts entered into or modified
after September 30, 2003, except as stated below and for hedging relationships
designated after September 30, 2003. In addition, except as stated below, all
provisions of this Statement should be applied prospectively. The provisions of
this Statement that relate to SFAS No. 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with their respective effective dates. In addition,
paragraphs 7(a) and 23(a), which relate to forward purchases or sales of
when-issued securities or other securities that do not yet exist, should be
applied to both existing contracts and new contracts entered into after
September 30, 2003. Adoption of this Statement on July 1, 2003 did not have a
significant impact on the financial position or results of operations of the
Company.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability, or an asset in some circumstances. Many of
those instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Adoption of this Statement on July 1, 2003 did
not have a significant impact on the financial position or results of operations
of the Company.

         In May 2003, the Emerging Issues Task Force ("EITF") of the FASB
reached a consensus on Issue No. 00-21, "Accounting For Revenue Arrangements
with Multiple Deliverables", which establishes criteria for whether revenue on a
deliverable can be recognized separately from other deliverables in a multiple
deliverable arrangement. The criteria considers whether the delivered item has
stand-alone value to the customer, whether the fair value of the delivered item
can be reliably determined and the customer's right of return for the delivered
item. This Issue applies to multiple deliverable revenue arrangements initiated
in reporting periods beginning after June 15, 2003. Adoption of this Issue did
not have a significant impact on the financial position or results of operations
of the Company.

         In May 2003, the EITF reached a consensus on Issue No. 01-8,
"Determining Whether an Arrangement Contains a Lease", which requires capital
lease treatment for arrangements containing an embedded lease, thereby conveying
the right to control the use of property, plant or equipment (collectively,


                                       18
<PAGE>

"property") whether the right to control the use of the property is explicitly
or implicitly specified. The right is conveyed if the purchaser (lessee) obtains
physical or operational control of the underlying property or takes
substantially all of its output. This Issue applies prospectively to new or
modified arrangements beginning after May 28, 2003. Adoption of this Issue did
not have a significant impact on the financial position or results of operations
of the Company.

         In December 2003, the FASB issued SFAS No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits - an
amendment of FASB Statements No. 87, 88 and 106". This Standard revises
employers' disclosures about pension plans and other postretirement benefit
plans. It does not change the measurement or recognition of those plans required
by SFAS No. 87, "Employers' Accounting for Pensions", No. 88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits", and No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions". The new rules require additional
disclosures about the assets, obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other postretirement benefit plans.
The required information should be provided separately for pension plans and for
other postretirement benefit plans. This Statement is effective for financial
statements with fiscal years ending after December 31, 2003, with a delayed
effective date for certain disclosures and for foreign plans. Adoption of this
Statement on December 31, 2003 did not have a significant impact on the
financial position or results of operations of the Company.

         In December, 2003, the Staff of the Securities and Exchange Commission
("SEC") issued Staff Accounting Bulletin ("SAB") No. 104. This SAB's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superseded as a result of the issuance of
EITF Issue No. 00-21. Additionally, the SAB rescinded the SEC's Revenue
Recognition in Financial Statements Frequently Asked Questions and Answers (the
"FAQ") issued with SAB 101 that had been codified in SEC Topic 13, Revenue
Recognition. Selected portions of the FAQ have been incorporated into this SAB.
While the wording of this SAB has changed to reflect the issuance of EITF Issue
No. 00-21, the revenue recognition principles of SAB 101 remain largely
unchanged. Adoption of this SAB on December 31, 2003 did not have a significant
impact on the financial position or results of operations of the Company.

RESULTS OF OPERATIONS

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

         REVENUES. For the year ended December 31, 2002, we had net sales of
$103,312, as compared to net sales of $22,220 for the year ended December 31,
2002, an increase of $81,092 or approximately 365%. This is primarily
attributable to our acquisition of all of the assets of Physicians Nutraceutical
Laboratories.

         COST OF GOODS SOLD. For the year ended December 31, 2003, we had cost
of goods sold of $35,296, as compared to cost of goods sold of $9,343, an
increase of $25,953 or 278%. This increase is attributable to our acquisition of
all of the assets of Physicians Nutraceutical Laboratories.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the year ended
December 31, 2003, we had total selling, general and administrative expenses of
$1,435,963, as compared to $1,051,123 for the year ended December 31, 2002, an
increase of $384,840 or 36.6%. This increase is primarily attributable to the
change in our focus away from our prior business plan and to the nutritional
supplement business, and the additional professional fees we incurred as a
result of such transition. For the year ended 2003, some of the areas which we
have identified as selling, general and administrative expenses include: legal
and accounting fees totaling $108,696, consulting fees payable to Health
Business Partners of $51,193, business consulting fees of $31,844 paid in
restricted stock for services rendered, accrued compensation during this period
totaled $52,375 and salaries totaled $166,089. We incurred a rental charge of
$5,835, auto expenses totaling $8,874, travel and entertainment totaling
$33,675, filing fees of $20,175, insurance fees of $46,543, due diligence fees
of $111,000, investor relations fees of $100,195, and various other charges
totaling approximately $699,469.

         OPERATING INCOME (LOSS). For the year ended December 31, 2003, we
incurred an operating loss of $1,383,112, as compared to $609,761 for the year
ended December 31, 2002, an increase of $773,351 or 126.8%. This increase is
primarily attributable the change in our focus away from our prior business plan
and to the nutritional supplement business, and the additional professional fees
we incurred as a result of such transition.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2003, we had cash and other current assets totaling
$285,647 as compared to $14,742 as of December 31, 2002. The significant
increase in our cash position is directly attributable to our decision to draw
down a portion of our Equity Line of Credit with Cornell Capital Partners. As of
December 31, 2003, we had approximately $38,003 in property and equipment, as
compared to $4,099 as of December 31, 2002.

                                       19
<PAGE>

         On February 5, 2004, Bio-One executed a Secured Promissory Note payable
to Cornell Capital Partners, LP in the principal amount of $5,000,000. The
Promissory Note accrues interest at an annual rate of 12% and is payable out of
cash of the Company or out of the net proceeds received by Bio-One under our
Equity Line of Credit Agreement, dated July 25, 2002 with Cornell Capital
Partners. Bio-One must pay all amounts due under the Promissory Note by August
3, 2004, regardless of the availability of proceeds under the Equity Line of
Credit Agreement. The Promissory Note is secured by all of the assets of
Bio-One.

         Since establishing our Equity Line of Credit, we have been able to draw
down advances to pay off certain of our existing payables. Between December 31,
2002 and December 31, 2003 we were able to discharge approximately $124,596 in
liabilities including $63,000 to Health Business Partners, legal fees of
$29,000, $16,000 payable to Bernard Shinder, $11,000 in accrued auto expense
payable to Mr. Dauplaise and $4,500 for accrued products. The satisfaction of
these liabilities is directly attributable to our decision to draw down on the
Equity Line of Credit. Between September 2002 and December 2003, we drew down
$1,500,000 pursuant to the terms of our Equity Line of Credit. Of this amount,
we used $1,289,979 and as of December 31, 2003, we had cash-on-hand of $210,021.

         As of December 31, 2003, our total current liabilities were $758,922,
consisting primarily of $32,659 in accounts payable, $574,502 representing the
current installment of notes payable and accrued expenses of $151,761.

         In the absence of outside financing and without any consideration as to
the financial requirements incurred as a result of our acquisition of the assets
of Physicians Nutraceutical Laboratories or the stock of American Nutritional
Exchange, we believe that we have sufficient cash to operate for approximately
twelve months.

         In order for us to pursue other acquisitions and reduce our reliance on
our Equity Line of Credit, we are pursuing additional sources of equity and debt
capital. This should provide us with greater flexibility in structuring
acquisitions.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Our consolidated financial statements appear beginning at page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         ANNUAL EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL
CONTROLS. Within the 90 days prior to the date of this Annual Report on Form
10-QSB, the Company evaluated the effectiveness of the design and operation of
its "disclosure controls and procedures" (Disclosure Controls), and its
"internal controls and procedures for financial reporting" (Internal Controls).
This evaluation was done under the supervision and with the participation of
management, including our Chief Executive Officer (CEO)/Chief Financial Officer
(CFO). Rules adopted by the SEC require that in this section of the Annual
Report we present the conclusions of the CEO/CFO about the effectiveness of our
Disclosure Controls and Internal Controls based on and as of the date of the
Controls Evaluation.

         CEO/CFO CERTIFICATION. Appearing immediately following the Signatures
section of this Annual Report there are two separate forms of "Certifications"
of the CEO/CFO. The second form of Certification is required in accord with
Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification).
This section of the Annual Report which you are currently reading is the
information concerning the Controls Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

         DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Disclosure Controls are
procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934 (Exchange Act), such as this Annual Report, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure Controls are also
designed with the objective of ensuring that such information is accumulated and


                                       20
<PAGE>

communicated to our management, including the CEO/CFO, as appropriate to allow
timely decisions regarding required disclosure. Internal Controls are procedures
which are designed with the objective of providing reasonable assurance that (1)
our transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded and
reported, all to permit the preparation of our financial statements in
conformity with generally accepted accounting principles.

         SCOPE OF THE CONTROLS EVALUATION. The CEO/CFO evaluation of our
Disclosure Controls and our Internal Controls included a review of the controls'
objectives and design, the controls' implementation by the Company and the
effect of the controls on the information generated for use in this Annual
Report. In the course of the Controls Evaluation, we sought to identify data
errors, controls problems or acts of fraud and to confirm that appropriate
corrective action, including process improvements, were being undertaken. This
type of evaluation will be done on a quarterly basis so that the conclusions
concerning controls effectiveness can be reported in our Quarterly Reports on
Form 10-QSB and Annual Report on Form 10-KSB. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls and our Internal
Controls and to make modifications as necessary; our intent in this regard is
that the Disclosure Controls and the Internal Controls will be maintained as
dynamic systems that change (including with improvements and corrections) as
conditions warrant.

         In accord with SEC requirements, the CEO/CFO notes that, since the date
of the Controls Evaluation to the date of this Annual Report, there have been no
significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         CONCLUSIONS. Based upon the controls evaluation, our CEO/CFO has
concluded that, subject to the limitations noted above, our Disclosure Controls
are effective to ensure that material information relating to the Company is
made known to management, including the CEO/CFO, particularly during the period
when our periodic reports are being prepared, and that our internal controls are
effective to provide reasonable assurance that (1) our transactions are properly
authorized, (2) our assets are safeguarded against unauthorized or improper use,
and (3) our transactions are properly recorded and reported, all to permit the
preparation of our financial statements in conformity with generally accepted
accounting principles.

                                       21
<PAGE>

                               BIO-ONE CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

                                 C O N T E N T S


Independent Auditors' Reports                                               F-2

Financial Statements:

  Consolidated Balance Sheets                                               F-3

  Consolidated Statements of Operations                                     F-4

  Consolidated Statements of Changes in Stockholders' Equity (Deficit)      F-5

  Consolidated Statements of Cash Flows                                     F-6

  Notes to the Consolidated Financial Statements                            F-7


                                      F-1
<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, as of December 31, 2003 and 2002 and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the years then ended. 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, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.



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


February 17, 2004
Maitland, Florida

                                      F-2
<PAGE>

                               BIO-ONE CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 2003 and 2002
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                              2003          2002
                                                                          -----------    -----------
<S>                                                                       <C>                 <C>
Current assets:
      Cash                                                                $   210,021         14,742
      Accounts receivable                                                      16,652             --
      Inventory                                                                23,537             --
      Prepaid expenses                                                         35,437             --
                                                                          -----------    -----------

              Total current assets                                            285,647         14,742
                                                                          -----------    -----------

Property and equipment (note 4)                                                38,003          4,099

Other assets:
      Deposits and other assets                                               152,276             --
      Loan commitment fees, less accumulated amortization
         of $250,000 and $58,000                                              150,000        292,000
                                                                          -----------    -----------

                                                                          $   625,926        310,841
                                                                          ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities:
      Accounts payable                                                    $    32,659        124,596
      Notes payable (note 5)                                                  574,502         74,502
      Notes payable - shareholder                                                  --         71,008
      Accrued expenses (note 7)                                               151,761        111,375
                                                                          -----------    -----------

              Total current liabilities                                       758,922        381,481
                                                                          -----------    -----------

Stockholder's deficit:
      Common stock ($.001 par value; 100 million shares authorized;
           44,238,915 shares at December 31, 2003 and 18,854,695 shares
           at December 31, 2002 issued and outstanding)                        44,238         18,855
      Preferred stock ($.001 par value; 10,000,000
           shares authorized; none issued)                                         --             --
      Additional paid-in capital                                            3,081,750      1,786,377
      Accumulated deficit                                                  (3,258,984)    (1,875,872)
                                                                          -----------    -----------

              Total stockholders' deficit                                    (132,996)       (70,640)
                                                                          -----------    -----------

                                                                          $   625,926        310,841
                                                                          ===========    ===========
</TABLE>

See accompanying notes to financial statements.


                                      F-3
<PAGE>

                               BIO-ONE CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                                       2002
                                                                       2003         (RESTATED)
                                                                   ------------    ------------
<S>                                                                <C>                   <C>
Revenue:
     Product sales                                                 $    103,312          22,220

Cost of goods sold                                                       35,296           9,343
                                                                   ------------    ------------

         Gross profit                                                    68,016          12,877
                                                                   ------------    ------------

Selling, general and administrative:
     Professional fees                                                  745,763         845,491
     Salaries                                                           166,089          48,092
     Rent                                                                 5,835          12,563
     Other administrative                                               518,276         144,977
                                                                   ------------    ------------

         Total selling, general and administrative                    1,435,963       1,051,123
                                                                   ------------    ------------

Other income (expense):
     Interest expense                                                   (15,165)        (10,512)
     Other income                                                            --         146,997
                                                                   ------------    ------------

                 Net loss, before change in accounting principle     (1,383,112)       (901,761)

Change in accounting principle (note 10)                                     --         292,000
                                                                   ------------    ------------

                 Net loss                                          $ (1,383,112)       (609,761)
                                                                   ============    ============

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

         Diluted                                                   $       (.04)           (.04)
                                                                   ============    ============

Weighted average number of common shares outstanding:
         Basic                                                       35,424,123      14,052,065
                                                                   ============    ============

         Diluted                                                     35,424,123      14,052,065
                                                                   ============    ============
</TABLE>

See accompanying notes to financial statements.

                                      F-4
<PAGE>

                               BIO-ONE CORPORATION

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                       ADDITIONAL
                                                COMMON STOCK             PAID-IN     ACCUMULATED
                                            SHARES         AMOUNT        CAPITAL       DEFICIT         TOTAL
                                         -----------    -----------    -----------   -----------    -----------
<S>                                       <C>           <C>              <C>          <C>              <C>
Balances, December 31, 2001               12,812,086    $    12,812      1,030,988    (1,266,111)      (222,311)

Common stock issued for cash               5,404,959          5,405        234,595            --        240,000

Common stock issued for services             865,910            866        172,316            --        173,182

Common stock issued for commitment fee     1,521,740          1,522        348,478            --        350,000

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

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

Balances, December 31, 2002               18,854,695         18,855      1,786,377    (1,875,872)       (70,640)

Common stock issued for cash              24,910,955         24,911      1,253,345            --      1,278,256

Common stock issued for services             473,265            472         26,828            --         27,300

Non-employee warrants issued                      --             --         15,200            --         15,200

Net loss                                          --             --             --    (1,383,112)    (1,383,112)
                                         -----------    -----------    -----------   -----------    -----------

Balances, December 31, 2003               44,238,915    $    44,238      3,081,750    (3,258,984)      (132,996)
                                         ===========    ===========    ===========   ===========    ===========
</TABLE>

See accompanying notes to financial statements.



                                      F-5
<PAGE>

                               BIO-ONE CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>

                                                                   2003           2002
                                                               -----------    -----------
<S>                                                            <C>               <C>
Cash flows used in operating activities:
     Net loss                                                  $(1,383,112)      (609,761)
     Adjustments to reconcile net loss to net
        cash used in operating activities:
         Depreciation and amortization                             201,557         60,884
         Stock based compensation                                   42,500        173,182
         Changes in operating assets and liabilities, net of
           effects of business acquired:
             Accounts receivable                                    19,087          1,672
             Inventory                                              23,347             --
             Prepaid expenses                                      (35,437)        15,153
             Other assets                                         (152,276)         1,700
             Accounts payable                                      (91,937)       108,559
             Accrued expenses                                      (59,794)       (78,936)
                                                               -----------    -----------

                 Net cash used in operating activities          (1,436,065)      (327,547)
                                                               -----------    -----------

Cash flows from investing activities:
     Purchase of equipment                                         (25,904)        (2,822)
                                                               -----------    -----------

                 Net cash used in investing activities             (25,904)        (2,822)
                                                               -----------    -----------

Cash flows from financing activities:
     Proceeds (repayment) from note payable to stockholder         (71,008)        71,008
     Issuance of common stock                                    1,278,256        240,000
     Proceeds from notes payable                                   500,000             --
     Payments for loan commitment fees                             (50,000)            --
                                                               -----------    -----------

                 Net cash provided by financing activities       1,657,248        311,008
                                                               -----------    -----------

Net change in cash                                                 195,279        (19,361)

Cash, beginning of period                                           14,742         34,103
                                                               -----------    -----------

Cash, end of period                                            $   210,021         14,742
                                                               ===========    ===========

Supplemental disclosure of cash flows information:
     Cash paid during the period for interest                  $    15,165         10,512
                                                               ===========    ===========
</TABLE>

See accompanying notes to financial statements.

                                      F-6
<PAGE>


                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

(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,
Physicians Nutraceutical Laboratories, Inc. (PNLabs). All significant
intercompany balances and transactions have been eliminated in consolidation.
Bio-One and its 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. On December 11, 2003, BIO-ONE
Corporation approved and ratified an increase in the number of authorized shares
of the Company's common stock from 100,000,000 to 500,000,000.

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.


                                      F-7
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

(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 five 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 restricted common stock.
This fee of $350,000 has been capitalized as a loan commitment fee and as being
amortized over the 2 year term of the commitment. Amortization expense amounted
to $175,000 and $58,000 for the years ended December 31, 2003 and 2002,
respectively. 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.

On September 11, 2003, the Company acquired the assets of Physicians
Nutraceutical Laboratories, Inc. (PNL), a marketing and distribution company of
nutritional products. The acquisition was funded via seller's financing. The
purchase price is a 5% royalty on all sales of PN Labs during the ensuing 5
years (estimated at $99,387). There was no goodwill recorded with this
transaction.

(Continued)

                                      F-8
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

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

(A)      ORGANIZATION - (CONTINUED)

This acquisition meets the Company's business objective of acquiring the assets
of a marketing Company within the nutritional supplements industry. The results
of operations of PNL are included in these financial statements from September
11, 2003 (date of acquisition) thru December 31, 2003.

The net assets acquired were as follows:

        Accounts receivable         $35,739       Good will                 --
        Inventory                    46,884       Royalty payable      $99,387
        Property and equipment       16,761                                 --
                                    -------                            -------
                                    $99,387                            $99,387
                                    =======                            =======

The amounts allocated were determined by the following:

         o        Accounts receivable at present values of amounts to be
                  received less allowances for uncollectibility.

         o        Inventories at estimated selling price less cost of disposal
                  and profit allowance.

         o        Property and equipment at estimated replacement cost.

The Company may also make additional payments in excess of $99,387 to the extent
that this is exceeded by the 5% royalty or sales in the next five years. Such
additional payments would be recorded as goodwill, subject to impairment testing
of FAS 142.

The acquisition has been accounted for under the purchase method of accounting.

Had the acquisition occurred January 1, 2002, consolidated net revenue for the
year ended December 31, 2002 would have been approximately $827,000, net loss
would have been approximately $1,086,000 and net loss per share would have been
$(.08). The pro forma results are unaudited.

(Continued)

                                      F-9
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

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

(A)      ORGANIZATION - (CONTINUED)

Had the acquisition occurred January 1, 2003, consolidated net revenue for the
year ended December 31, 2003 would have been approximately $410,000, net loss
would have been approximately $1,528,000 and net loss per share would have been
$(.04). The pro forma results are unaudited.

(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.

(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 $9,557 and $2,884 for the years ended December
31, 2003 and 2002, respectively.

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.

(Continued)

                                      F-10
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

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

(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.

(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. Advertising cost
amounted to $5,598 and $0 for the years ended December 31, 2003 and 2002,
respectively, and are included in selling, general and administrative expenses.

(Continued)

                                      F-11
<PAGE>


                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

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

(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.

(2)      INCOME TAXES

At December 31, 2003, the Company had a net operating loss carryforward for
income tax purposes of approximately $3,000,000, 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.

                                      F-12
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

(4)      PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31,:

                                                           2003            2002
                                                         -------         -------

Computer equipment                                       $28,402           2,468
Office furniture                                          19,159           6,958
                                                         -------         -------
                                                          47,561           9,426
Less accumulated depreciation                              9,558           5,327
                                                         -------         -------

                                                         $38,003           4,099
                                                         =======         =======

(5)      NOTES PAYABLE

Notes payable consist of the following at December 31,:
<TABLE>
<CAPTION>

                                                                         2003      2002
                                                                      --------   --------
<S>                                                                   <C>          <C>
Note payable to bank, bearing interest at the rate of 9%, due
March 1, 2004, collateralized by accounts receivable and inventory    $ 74,502     74,502

Note payable to Cornell Capital Partners, bearing interest at 12%,
due February 23, 2004                                                  500,000         --
                                                                      --------   --------
                                                                      $574,502     74,502
                                                                      ========   ========
</TABLE>

(6)      COMMON STOCK

Common stock issued during the years ended December 31, 2003 and 2002:
<TABLE>
<CAPTION>

2003:
<S>                                                                    <C>
  Common stock issued for services, valued at $.04 to $.06 per share   $   473,265
  Common stock issued for cash                                          24,910,955

2002:
  Common stock issued for services, valued at $.20 to $.23 per share     2,387,650
  Common stock issued for cash                                           5,404,959
</TABLE>

                                      F-13
<PAGE>

                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

(7)      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, 2003 and 2002, $52,375 and $111,375, respectively, remained to be
paid and are included in accrued expenses. 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.

(8)      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, 2003, 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, 2003 and 2002.

The Company accounts for non-employee stock options based on the fair value
method in accordance with SFAS 123. Under SFAS 123, the Company recognizes
compensation expense related to non-employee stock options based on the fair
value of the options at the date of the grant, as determined by the
Black-Scholes pricing model. This amount is charged to operations over the
vesting period.

During 2003, the Company issued warrants to Cornell Capital Partners to purchase
500,000 shares of the Company's common stock. Compensation expense related to
those warrants issued to non-employees of $15,200 was recognized in the
accompanying statement of operations. There was no unearned compensation expense
at December 31, 2003 and 2002.

(9)      SUBSEQUENT EVENTS

On February 4, 2004, BIO-ONE Corporation entered into a Stock Purchase Agreement
to purchase 80% of the voting shares of American Nutritional Exchange, Inc. The
purchase price is $1,000,000 to be paid in installments during 2004. The
transaction will be accounted for as a purchase transaction with the results of
operations of American Nutritional include in BIO-ONE Corporation's results of
operations from the date of purchase.

                                      F-14
<PAGE>


                               BIO-ONE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

(10)     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-15
<PAGE>

                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Our directors, executive officers and key employees as of March 15,
2004, are as follows:

           NAME                       AGE          POSITION
           ----                       ---          --------
           Armand Dauplaise           64           President, Chief Executive
                                                    Officer and Director
           Irwin Newman               55           Director
           Frank Clark                71           Director
           Bernard Shinder            67           Director
           Roy Lerman                 64           Director

         Each of our directors 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.

         ARMAND DAUPLAISE has served as an officer and director of our Company
since 1999. He has extensive business experience. From 1999-2002 he served as
president of Crown Enterprises, Inc., a previous subsidiary of Bio-One. From
1998-1999 he served as Chief Operating Officer of Leffler Enterprises, a
multi-property restoration business. Prior to 1998, Mr. Dauplaise served in
leadership positions with Restoring Services (1995-1998), Premier Services
(1980-1995), Coffee Butler (1979-1980), National Coffee (1977-1979), Hardees
Restaurants (1975-1977), Burger King Corporation (1972-1975), and Hallmark Cards
(1967-1972).

         IRWIN NEWMAN has served as a Director since his election by our
shareholders on December 11, 2003. Mr. Newman serves as our corporate secretary.
Mr. Newman is a practicing attorney in Boca Raton, Florida. Since 2000, Mr.
Newman has been a partner with the Law Firm of Newman, Pollock & Klein. Since
1993 Mr. Newman has also served as President and Chief Executive Officer of
Jenex Financial Services, Inc., a financial and consulting firm located in Boca
Raton, Florida. From 1988-1993, Mr. Newman served as Vice President for Boca
Raton Capital Corp.

         FRANK CLARK has served as a Director since his election by our
shareholders on December 11, 2003. Mr. Clark has served as an independent
consultant. From 2000 to the present, Mr. Clark served on the Board of Directors
of Gensci Corp. From 2001 to the present, Mr. Clark has served on the Board of
Directors of 800 Healthy and Advanced Therapeutic Technology. From 1986 through
1992, Mr. Clark worked as a consultant for Right Management Consultants. Mr.
Clark also served as an executive vice president and a director of a Johnson &
Johnson subsidiary and as President and director of R.P. Scherer, Inc.

         BERNARD SHINDER has served as a Director since his election by our
shareholders on December 11, 2003. Mr. Shinder will also serve as our Chief
Financial Officer. Mr. Shinder has been engaged as a professional in many
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. Since 1987, Mr. Shinder has served as President of
Bernard Shinder Consultants, Inc. whose clients included Lumonics, Inc., Gandalf
Data Communications Inc., Campeau Corporation, Plastic Engine Technology
Corporation and the River Bank Group.

         ROY LERMAN has served as a Director since his election by our
shareholders on December 11, 2003. Mr. Lerman 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. Since the beginning of 2003, Mr.
Lerman has served on the Board of Directors of Rapid Technology Group. Since
2001, Mr. Lerman has served on the Board of Directors of KBF Pollution
Management. Since 1999 he has served on the Board of Directors of Balaton Power
and since 1998 has served on the Board of Directors of Netvoice Technologies.


                                       22
<PAGE>

Since 1997, Mr. Lerman has served on the Board of Directors of Paystar. 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
since 2000, the largest execution firm on the American Stock Exchange; since
1998 he has been 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.


DIRECTORS

         Our Board of Directors consists of five seats. Directors serve for a
term of one year and stand for election at our annual meeting of stockholders.
Pursuant to our Bylaws, a majority of directors may appoint a successor to fill
any vacancy on the Board of Directors.


COMMITTEES

         The Board of Directors has set up three committees as part of the
compliance with new reporting regulations that were enacted under the
Oxley-Sarbanes Act. The following is a list of committees that are presently
active and staffed by independent directors of the company.
<TABLE>
<CAPTION>

COMMITTEE                                   CHAIRPERSON                               MEMBERS
---------                                   -----------                               -------
<S>                                         <C>                                       <C>
Finance and Audit Committee                 Bernard Shinder                           Frank Clark, Irwin Newman and
                                                                                      Bernard Shinder
Human Resources and Compensation Committee  Frank Clark                               Bernard Shinder, Roy Lerman and
                                                                                      Frank Clark
Corporate Governance and Compliance         Irwin Newman                              Roy Lerman, Armand Dauplaise and
  Committee                                                                           Irwin Newman
</TABLE>

         The Board of Directors ahs determined that Mr. Shinder is an Audit
Committee financial expert and that he is "independent" under the Securities
Exchange Act of 1934.

COMPENSATION OF DIRECTORS

         For their services as a Director of Bio-One, Mr. Clark, Mr. Newman, Mr.
Lerman 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 Bio-One.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange commission initial reports of ownership and reports of changes in
ownership of Common Stock and other of our equity securities. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish us copies of all Section 16(a) forms they file.

         Based on available information, we believe that all filings with
respect to Section 16(a) are current.

CODE OF ETHICS

         Bio-One has adopted a formal code of ethics that applies to our
principal executive officer and principal accounting officer, all other
officers, directors and employees. This code of ethics is filed with the
Securities and Exchange Commission as an exhibit to this filing.

                                       23
<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE

                                       ANNUAL COMPENSATION                    LONG-TERM COMPENSATION
                                       -------------------                    ----------------------
                                                                                 AWARDS           PAYOUTS
                                                                                 ------           -------
                                                            OTHER        RESTRICTED
                                                            ANNUAL         STOCK      OPTIONS/     LTIP      ALL OTHER
NAME AND                            SALARY    BONUS      COMPENSATION     AWARD(S)      SAR'S     PAYOUTS   COMPENSATION
PRINCIPAL POSITION         YEAR       ($)      ($)           ($)            (#)          (#)        ($)         ($)
----------------------     ----     ------    -----      ------------     --------      -----     -------   ------------
<S>                         <C>     <C>       <C>        <C>                   <C>          <C>     <C>         <C>
Armand Dauplaise            2003    $120,000  $  --      $4,200(1)             --           --      $ --        $  --
President, Chief                    $120,000  $  --      $4,200(1)             --           --      $ --        $  --
  Executive                 2002
Officer and                 2001    $120,000  $  --      $4,200(1)             --           --      $ --        $  --
Chairman of the Board

Kevin Lockhart              2003      $   --  $  --          $  --             --           --      $ --        $  --
Former Secretary and        2002      $   --  $  --          $  --             --           --      $ --        $  --
Vice-Chairman(2)            2001    $120,000  $  --          $  --             --           --      $ --        $  --
</TABLE>
--------------

(1)      Represents Mr. Dauplaise's monthly car allowance of $350.

(2)      Mr. Lockhart resigned as Secretary and Vice-Chairman effective June 30,
         2002.

         The following table contains information regarding options granted
during the year ended December 31, 2003 to Bio-One's named executive officer.
<TABLE>
<CAPTION>

                                                OPTION/SAR GRANTS TABLE

                                                           % TOTAL
                                                         OPTIONS/SAR'S
                                                          GRANTED TO
                                  NO. OF SECURITIES    EMPLOYEES IN YEAR
                                      UNDERLYING       ENDED DECEMBER 31
                                     OPTIONS/SAR'S          2003              EXERCISE OR BASE PRICE
NAME                                 GRANTED (#)              (%)               ($ PER SHARE)           EXPIRATION DATE
-----------------                 ------------------   ------------------      ---------------------    ---------------
<S>                                     <C>                   <C>                      <C>                    <C>
Armand Dauplaise                        None                  N/A                      N/A                    N/A
President, Chief Executive
Officer and Chairman of the Board
</TABLE>

         The following table contains information regarding options exercised in
the year ended December 31, 2003, and the number of shares of common stock
underlying options held as of December 31, 2003, by Bio-One's named executive
officer.
<TABLE>
<CAPTION>

                        AGGREGATED OPTIONS/SAR EXERCISES
                             IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTIONS/SAR VALUES

                                                                                                    VALUE OF UNEXERCISED
                                                               NUMBER OF SECURITIES UNDERLYING          IN-THE-MONEY
                                    SHARES                        UNEXERCISED OPTIONS/SAR'S            OPTIONS/SAR'S
                                 ACQUIRED ON        VALUE                 AT FY-END                      AT FY-END
                                   EXERCISE       REALIZED                   (#)                            ($)
                                 -----------       -------       -----------------------------   ---------------------------
NAME                                 (#)             ($)         EXERCISABLE     UNEXCERSIABLE   EXERCISABLE   UNEXERCSIABLE
---------------                  -----------       -------       -----------     -------------   -----------   -------------
<S>                                   <C>              <C>            <C>               <C>            <C>           <C>
Armand Dauplaise                      --               --              --                --             --            --
President,
Chief Executive Officer and
Chairman of the Board
</TABLE>

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.

                                       24
<PAGE>

         In May 2000, we entered into an employment agreement with our
President, Chief Executive Officer and Chairman of the Board, Mr. 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
Bio-One.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         The following table presents certain information regarding the
beneficial ownership of all shares of common stock at March 15, 2004 for each
executive officer and director of our Company and for each person known to us
who owns beneficially more than 5% of the outstanding shares of our common
stock. The percentage ownership shown in such table is based upon the 44,553,996
common shares issued and outstanding at March 15, 2004 and ownership by these
persons of options or warrants exercisable within 60 days of such date. Also
included is beneficial ownership on a fully diluted basis showing all
authorized, but unissued, shares of our common stock at March 15, 2004 as issued
and outstanding. Unless otherwise indicated, each person has sole voting and
investment power over such shares.
<TABLE>
<CAPTION>

                                                          NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                       OWNED                PERCENT OWNED
---------------------------------------                   ----------------         -------------
<S>                                                          <C>                       <C>
Armand Dauplaise
1630 Winter Springs Blvd.
Winter Springs, FL 32708                                     3,630,000(2)              8.2%

Irwin Newman
1630 Winter Springs Blvd.
Winter Springs, FL 32708                                       314,262(3)                 *

Frank Clark
1630 Winter Springs Blvd.
Winter Springs, FL 32708                                       203,041(3)                 *

Bernard Shinder
1630 Winter Springs Blvd.
Winter Springs, FL 32708                                             0(3)                0%

Roy Lerman
1630 Winter Springs Blvd.
Winter Springs, FL 32708                                       110,000(3)                 *

All Directors and Executive Officers as a Group
(Five Persons)                                               4,257,303(4)              9.6%
</TABLE>

---------------
*        Represents less than 1%.

(1)      Applicable percentage of ownership is based on 44,553,996 shares of
         common stock outstanding as of March 15, 2004 together with securities
         exercisable or convertible into shares of common stock within 60 days
         of March 15, 2004 for each stockholder. Beneficial ownership is
         determined in accordance with the rules of the SEC and generally
         includes voting or investment power with respect to securities. Shares
         of common stock subject to securities exercisable or convertible into
         shares of common stock that are currently exercisable or exercisable
         within 60 days of March 15, 2004 are deemed to be beneficially owned by
         the person holding such options for the purpose of computing the
         percentage of ownership of such person, but are not treated as
         outstanding for the purpose of computing the percentage ownership of
         any other person.

(2)      Includes 900,000 shares held by Mr. Dauplaise's wife and children.

(3)      Does not include 300,000 shares of restricted common stock that will be
         issued in consideration of this individual's service as a member of
         Bio-One's Board of Directors.

(4)      Does not include the aggregate 1,200,000 shares of restricted common
         stock that will be issued in consideration of Messrs. Newman, Clark,
         Shinder and Lerman's service as a member of Bio-One's Board of
         Directors.

                                       25
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTIES

         In May 2000, we entered into an employment agreement with our President
and Chief Executive Officer, Armand Dauplaise, which sets forth a salary of
$120,000 per year and an auto allowance of $350 per month. The initial term of
this employment agreement was for one year and has been renewed for successive
one-year terms on each anniversary date.

         In June 2002, we borrowed $15,000 from Armand Dauplaise. This
obligation was repayable on demand and provided for interest on the outstanding
principal balance at the rate of 5% per annum. In August 2002, Mr. Dauplaise
advanced an additional $55,000, which was repayable with interest at the rate of
5% per annum. All sums advanced by Mr. Dauplaise have been repaid from monies
received under the Equity Credit Line.

         On June 30, 2002, we entered into an agreement with Kevin Lockhart, a
former officer and director, which provided in part for us to transfer certain
assets and intangible property then owned by us or Crown Enterprises, our wholly
owned subsidiary, to Mr. Lockhart in exchange for the forgiveness of accrued
salaries and the redemption of 1,750,000 shares of our common stock owned by Mr.
Lockhart.

                                       26
<PAGE>

ITEM 14.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (A)(1)(2) FINANCIAL STATEMENTS. See index to consolidated financial
statements and supporting schedules.

         (A)(3)            EXHIBITS.
<TABLE>
<CAPTION>

EXHIBIT NO.        DESCRIPTION                                          LOCATION
-----------        -----------                                          --------
<S>                <C>                                                  <C>
3.(i).1            Articles of Incorporation of Bio-One Corporation     Incorporated by reference to the Company's
                   filed February 24, 1998                              Registration Statement filed on Form 10-SB filed
                                                                        November 3, 2000
3.(i).2            Certificate of Amendment of Articles of              Incorporated by reference to the Company's
                   Incorporation filed August 7, 2000                   Registration Statement filed on Form 10-SB filed
                                                                        November 3, 2000
3.(i).3            Certificate of Amendment of Articles of              *
                   Incorporation filed January 6, 2004
3.(ii).1           Bylaws of Bio-One Corporation                        Incorporated by reference to the Company's
                                                                        Registration Statement filed on Form 10-SB filed
                                                                        November 3, 2000
10.1               Share Exchange Agreement between the Company and     Incorporated by reference to the Company's
                   Crown Enterprises Dated May 20, 2000                 Registration Statement filed on Form 10-SB filed
                                                                        November 3, 2000
10.2               Employment Agreement between the Company and         Incorporated by reference to the Company's
                   Armand Dauplaise dated May 30, 2000                  Registration Statement filed on Form 10-SB filed
                                                                        November 3, 2000
10.3               Equity Line of Credit Agreement between the          Incorporated by reference to the Company's
                   Company and Capital Partners, LP dated July 25,      Quarterly report filed on Firm 10-QSB for the
                   2002                                                 period ended June 30, 2002 on August 14, 2002
10.4               Placement Agent Agreement between Bio-One Corp and   Incorporated by reference to the Company's Form
                   Westrock Advisors                                    SB-2 Registration Statement filed August 27, 2002
10.5               Registration Rights Agreement between Bio-One        Incorporated by reference to the Company's Form
                   Corporation and Cornell Capital Partners, LLP        SB-2 Registration Statement filed August 27, 2002
10.6               Escrow Agreement between Bio-One Corporation,        Incorporated by reference to the Company's Form
                   Cornell Capital Partners, L.P. Butler Gonzales LLP   SB-2 Registration Statement filed August 27, 2002
                   and Wachovia Bank, N.A.
10.7               Agreement between the Company and Kevin Lockhart     Incorporated by reference to the Company's
                   and General Release in connection with redemption    Form 8-K filed August 2, 2002
                   of shares and resignation as Board Member
10.8               Asset Purchase and Sale Agreement by and among       Incorporated by reference to the Company's Current
                   Bio-One Corp., PNLabs, Inc. and Physicians           Report on Form 8-K filed January 9, 2004
                   Nutraceutical Laboratories, Inc.
10.9               Term Sheet between Investors corporation and         ***
                   Bio-One Corporation
10.10              Financial Consulting Agreement, dated June 20,       ***
                   2003 by and between Bio-One Corporation and Health
                   Business Partners, LLC
</TABLE>

                                       27
<PAGE>
<TABLE>
<CAPTION>
<S>                <C>                                                  <C>
10.11              Asset Purchase and Sale Agreement, dated September   Incorporated by reference to the Company's Current
                   11, 2003, by and among Bio-One, PNLabs, Inc. and     Report on Form 8-K filed January 9, 2004
                   Physicians Nutraceutical Laboratories, Inc.
10.12              Stock Purchase Agreement, effective as of            Incorporated by reference to the Company's Current
                   February 4, 2004, by and between Bio-One and         Report on Form 8-K filed February 13, 2004
                   American Nutritional Exchange, Inc.
10.13              Secured Promissory Note, dated February 5, 2004 in   Provided herewith
                   the principal amount of $5,000,000
10.14              Security Agreement, dated February 5, 2004, by and   Provided herewith
                   between Bio-One and Cornell Capital Partners, LP
23.1               Consent of Tschopp, Whitcomb & Orr, P.A.             Provided herewith
31.1               Officer's Certificate Pursuant to Section 302        Provided herewith
31.2               Consent of Tschopp, Whitcomb & Orr, P.A.             Provided herewith
32.1               Certification Pursuant to 18 U.S.C. Section 1350     Provided herewith
                   As Adopted Pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002
32.2               Consent of Tschopp, Whitcomb & Orr, P.A.             Provided herewith
</TABLE>

---------------------
*        Included in Amendment No. 4 to Form SB-2 filed with the Commission
         on January 12, 2004.
**       Included in Amendment No. 2 to Form SB-2 filed with the Commission
         on October 14, 2003.
***      Included in Amendment No. 1 to Form SB-2 filed with the Commission
         on September 16, 2003.

         (B)      REPORTS ON FORM 8-K.

         None.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

         A total of $13,985 was paid during 2003 for auditor accounting fees. No
other services were provided by our independent auditors.

                                       28
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.

Date:    March 24, 2004         BIO-ONE CORPORATION

                                By: Armand Dauplaise
                                    ------------------
                                    Armand Dauplaise
                                    President, Chief Financial Officer,
                                    Principal Accounting Officer and Director



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                        TITLE                                                   DATE
---------                        -----                                                   ----

<S>                             <C>                                                      <C>
/s/ Armand Dauplaise
------------------------
Armand Dauplaise                 Director, President, Chief Executive Officer            March 24, 2004
                                 and Principal Accounting Officer


/s/Bernard Shinder
------------------------
Bernard Shinder                  Director                                                March 24, 2004


/s/ Irwin Newman
-----------------------
Irwin Newman                     Director                                                March 24, 2004


/s/ Frank Clark
-----------------------
Frank Clark                      Director                                                March 24, 2004


/s/ Roy Lerman
-----------------------
Roy Lerman                       Director                                                March 24, 2004
</TABLE>

                                       29
<PAGE>