U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB
(Mark One)

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

     For the fiscal year ended December 31, 2000

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

     For the transition period from _______________ to ________________

Commission File No.: 000-31889

                               Bio-One Corporation
                  --------------------------------------------
               (Name of small business registrant in its charter)

         Nevada                                             65-0815746
------------------------                                   -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)

310 Waymont Court
Suite 100 Lake Mary, Florida                                    32746
-----------------------------------------                     ----------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number: (407) 328-1611

Securities registered under Section 12(b) of the Exchange Act:

 Title of each class                            Name of each exchange
          None                                  on which registered
 -----------------------------                  -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)
                               -------------------
Copies of Communications Sent to:

                                     Mintmire & Associates
                                     265 Sunrise Avenue, Suite 204
                                     Palm Beach, FL 33480
                                     Tel: (561) 832-5696
                                     Fax: (561) 659-5371


<PAGE>



         Check whether the registrant (1) filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

                  Yes  X                 No
                     -----                 -----

         Check if there is no  disclosure of  delinquent  filers  in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [X]

         State registrant's revenues for its most recent fiscal year. $75,447

         Of the 9,830,999  shares of voting stock of the  registrant  issued and
outstanding   as  of  December   31,  2000,   2,830,999   shares  were  held  by
non-affiliates.  Because of the absence of an established trading market for the
voting stock,  the registrant is unable to calculate the aggregate  market value
of the voting  stock held by  non-affiliates  as of a specified  date within the
past sixty (60) days.











                                       2


<PAGE>



                                     PART I

Item 1. Description of Business

         (a)      Business Development

         BIO-ONE  CORPORATION  (the  "Company"  or "BIO")  was  incorporated  on
February 24, 1998 in Nevada to engage in the  nutritional  supplement  marketing
and  internet  consulting  business.   BIO  and  Crown  Enterprises,   Inc.,  an
unaffiliated Florida corporation  ("Crown"),  entered into an Agreement and Plan
of Share Exchange,  dated May 30, 2000, (the "Share Exchange") pursuant to which
the  shareholders  of Crown on May 30,  2000 (the  "Exchange  Date") were issued
10,000,000  shares of Common  Stock of BIO, par value $0.001 in exchange for one
hundred percent (100%) of the issued and outstanding  shares of Crown.  Prior to
the exchange, the authorized capital stock of BIO consisted of 20,000,000 shares
of Common Stock,  par value $0.001,  of which  1,700,000  shares were issued and
outstanding and 1,000,000 shares of preferred stock, par value $0.001,  of which
no shares  were  outstanding.  All  outstanding  shares  were fully paid and non
assessable,  free of liens,  encumbrances,  options,  restrictions  and legal or
equitable rights of others not a party to the Share Exchange. The Share Exchange
called for the resignation of the original officers and directors, who no longer
have any continued involvement in the Company, and the appointing of a new board
and  officers.  The new  board  of  directors  consisted  of  Armand  Dauplaise,
President and Chairman of the Board until ratified by the election a majority of
the shareholders of the Company and Kevin Lockhart, Secretary and Director until
ratified by the election a majority of the  shareholders  of the Company.  As of
the Exchange Date,  Crown became a wholly-owned  subsidiary of the Company.  For
accounting purposes, the transaction was treated as a reverse acquisition,  with
the Company as the acquiring entity.

         The  Company  currently  operates  as Bio-One  Corporation.  Unless the
context indicates  otherwise,  references  hereinafter to "the Company" includes
both Bio-One  Corporation and its wholly owned  subsidiary,  Crown  Enterprises,
Inc. The Company's  principal place of business is 310 Waymont Court,  Suite 100
Lake Mary,  Florida  32746,  and its  telephone  number at that address is (407)
328-1611.

         The Company is not  presently  trading on an  exchange,  but intends to
apply to have its Common  Stock quoted on the Over the Counter  Bulletin  Board.
There can be no assurance that such application will be accepted.

         The  Company  is  filing  this  Form  10-KSB  in  compliance  with  the
effectiveness  of its  filing on Form  10-SB.  The  Company  will file  periodic
reports in the event its obligation to file such reports is suspended  under the
Securities and Exchange Act of 1934 (the "Exchange Act".)

         The Company  relied upon Section 4(2) of the Securities Act of 1933, as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitations on resale and (vi) each of the
parties was a sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the

                                       3

<PAGE>



due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction (the "506 Exemption").

         The Company relied upon Section  517.061(11)  for several  transactions
regarding  the  issuance of its  unregistered  securities  in  Florida.  In each
instance, such reliance was based upon the fact that: (i) sales of the shares of
Common  Stock were not made to more than 35 persons;  (ii) neither the offer nor
the  sale  of any of the  shares  was  accomplished  by the  publication  of any
advertisement;  (iii)  all  purchasers  either  had a  preexisting  personal  or
business  relationship with one or more of the executive officers of the Company
or, by reason of their  business or financial  experience,  could be  reasonably
assumed to have the capacity to protect their own  interests in connection  with
the transaction;  (iv) each purchaser represented that he was purchasing for his
own  account  and  not  with a view  to or  for  sale  in  connection  with  any
distribution of the shares; and (v) prior to sale, each purchaser had reasonable
access to or was  furnished all material  books and records of the Company,  all
material contracts and documents relating to the proposed  transaction,  and had
an  opportunity to question the executive  officers of the Company.  Pursuant to
Rule  3E-500.005,  in offerings  made under Section  517.061(11)  of the Florida
Statutes, an offering memorandum is not required; however each purchaser (or his
representative)  must be provided  with or given  reasonable  access to full and
fair disclosure of material information.  An issuer is deemed to be satisfied if
such purchaser or his representative has been given access to all material books
and records of the issuer;  all material contracts and documents relating to the
proposed  transaction;  and an opportunity to question the appropriate executive
officer.  In that  regard,  Mr.  Dauplaise  supplied  such  information  and was
available for such questioning (the "Florida Exemption").

         In May 2000, the Company entered into the Share Exchange with Crown and
its  shareholders  which had been formed in April 1999.  The  exchange  was made
whereby  the  Company  issued  10,000,000  shares  of its  Common  Stock  to the
shareholders of Crown for all of the issued and  outstanding  stock of Crown. As
part of the exchange,  Armand  Dauplaise  (the Company's  current  President and
Chairman)  ("Dauplaise")  and Kevin Lockhart (the Company's  current  Secretary)
("Lockhart") each received  4,597,500 shares of the Company's Common Stock. This
offering was conducted  pursuant to the 506 Exemption and the Florida Exemption.
See Part I, Item 1.  "Description  of Business - (b)  Business of  Registrant  -
Employees  and  Consultants";  Part I,  Item  6.  "Management's  Discussion  and
Analysis - Stockholder's  Deficit; Part III, Item 10. "Executive  Compensation -
Employee  Contracts and Agreements";  Part III, Item 11. "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

         In May 2000, the Company issued 100,000 shares of its restricted Common
Stock to three (3) persons for their services to the Company in connection  with
the Share Exchange. For such offering, the Company relied upon the 506 Exemption
and the Florida  Exemption.  See Part III, Item 12. "Certain  Relationships  and
Related Transactions".

         In May 2000,  the Company  entered into an  employment  agreement  with
Armand Dauplaise to be the Company's Vice-Chairman and President.  Mr. Dauplaise
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and automatically renews for successive one (1) year terms. See Part I,
Item 1.  "Description  of Business - (b) Business of  Registrant - Employees and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".


                                       4

<PAGE>



         In May 2000, the  Company  entered  into  an  employment agreement with
Kevin Lockhart to be the Company's  Vice-Chairman  and Secretary.  Mr.  Lockhart
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and automatically renews for successive one (1) year terms. See Part I,
Item 1.  "Description  of Business - (b) Business of  Registrant - Employees and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

         In June 2000, the Company sold 40,000 shares of its  restricted  Common
Stock to one (1) investor for $10,000.  For such  offering,  the Company  relied
upon  the 506  Exemption  and the  Florida  Exemption.  See Part  III,  Item 12.
"Certain Relationships and Related Transactions".

         In June 2000,  the Company  received a  commitment  by VFM Venture Fund
Management,  LLC  ("VFM") to invest  $1,000,000  in the  Company  subject to the
following  contingencies:  1. The Company  must become  publicly  traded.;  2. A
minimum of one million dollars ($1,000,000) of additional capital must be raised
from other sources; 3. VFM will have the option of being elected to one (1) seat
on the Company's board of directors;  4. VFM shall be afforded an opportunity to
verify  representations  made by the  Company's  management;  5.VFM  advisors in
biotechnology  shall be  afforded  an  opportunity  to review  and  approve  the
investment.  Upon satisfaction of the five (5) contingencies,  VFM will make the
investment.  There can be no guarantee  that the Company will be able to satisfy
such contingencies.

         VFM has agreed to pay $1.00 per share or seventy  percent  (70%) of the
daily  average bid price for the first  three (3) weeks  after the stock  begins
trading  publicly,  whichever is lower. VFM will also be entitled to purchase an
additional  1,000,000  shares  for an  exercise  price of $1.50  per share for a
period of two (2) years from the date of the commitment.  The commitment expires
one (1) year from its date of issuance.

         In July 2000, the Company sold 100,000 shares of its restricted  Common
Stock to one (1)  investor.  The  Company  also  issued a warrant to purchase an
additional  400,000  shares of the  Company's  restricted  Common  Stock,  which
warrant is  exercisable at a price of $0.25 per share.  The warrants  expire six
(6) months from the date on which the  Company's  Common  Stock is quoted on the
Over the Counter Bulletin Board. The Company received a total of $25,000 for the
investment. For such offering, the Company relied upon the 506 Exemption and the
Florida  Exemption.  See Part III, Item 12. "Certain  Relationships  and Related
Transactions".

         On July 26, 2000, at a director's meeting duly convened,  the Company's
Certificate of  Incorporation  was amended by the board of directors to increase
its  authorized  capital stock to  100,000,000  shares,  par value  $0.001,  and
10,000,000  shares of preferred stock, par value $0.001,  issuable as authorized
by the Board of  Directors.  Such an  amendment  to the  Company's  Articles was
consented  to and  approved by a majority  vote of the  stockholders  holding at
least a  majority  of each  class  of stock  outstanding  and  entitled  to vote
thereon.

         In August 2000, the Company executed a promissory note in the amount of
twenty-five  thousand dollars ($25,000) in favor of Kevin Thomas,  which note is
convertible in the sole  discretion of the holder,  into shares of the Company's
restricted Common Stock at a conversion price of $0.25 per share. The note bears
interest at a rate of twelve percent (12%) per annum.  The note was due November
30, 2000,  however the maker and the holder orally agreed to extend maturity for
an  additional  ninety  (90) days,  based upon the terms and  conditions  of the
original note. No additional  documentation was produced in connection with such
extension.  For such offering, the Company relied upon the 506 Exemption and the
Florida Exemption.  See Part I, Item 6. "Management's Discussion and Analysis or
Plan of Operation - Financial Condition,  Liquidity and Capital Resources";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

                                       5

<PAGE>



         In August 2000, Crown entered into a lease with Daniel Jack Co. for the
premises  located at 310 Waymont  Court,  Suite 100,  Lake Mary,  FL 32746.  The
property consists of approximately 1,500 square feet and serves as the Company's
headquarters.  The term is through  December 31, 2000. The Company makes monthly
payments in advance in the amount of $2,250. See Part 1, Item 2. "Description of
Property"  and  Part  III,   Item  12.   "Certain   Relationships   and  Related
Transactions".

         In October 2000, Armand Dauplaise,  the Company's current Vice-Chairman
and  President  and Kevin  Lockhart,  the Company's  current  Vice-Chairman  and
Secretary  donated  1,047,500  shares  each back to the  Company in an effort to
reduce the  issued and  outstanding  stock of the  Company.  See Part I, Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

         In October  2000,  the Company  issued a total of 86,000  shares of its
Common  Stock to three (3)  persons.  Bradley  Kline has  served as a  financial
consultant to Crown since October 1999. No contract  between either Crown or the
Company and Mr. Kline exists. Melvin Correll and Glenna Correll have also served
as  consultants  to Crown.  They  introduced  Crown to  several  doctors  in the
Orlando,  Florida area who are interested in Crown's live blood microscopy work.
No contract  exists.  Richard  Wilson,  who received  60,000 of the shares,  was
inadvertently  left off the list of Crown  shareholders  when the Share Exchange
took place in May 2000.  For such  offering,  the  Company  relied  upon the 506
Exemption  and the  Florida  Exemption.  See  Part I,  Item 1.  "Description  of
Business - (b) Business of Registrant - Employees and Consultants"; Part I, Item
6. "Management's  Discussion and Analysis - Stockholder's Deficit; and Part III,
Item 12. "Certain Relationships and Related Transactions".

         In November  2000,  the Company sold 140,000 shares of its Common Stock
to one (1)  investor for  $35,000.  The Company  issued a warrant to purchase an
additional  180,000 shares of the Company's Common Stock at an exercise price of
$1.00 per share or eighty  percent  (80%) of the average bid price for the first
three (3) weeks of public  trading,  whichever  is lower.  The  warrants  expire
twelve (12) months from the date on which the Company's Common Stock is approved
for quotation on the Over the Counter  Bulletin  Board.  For such offering,  the
Company relied upon the 506 Exemption and the Florida  Exemption.  See Part III,
Item 12. "Certain Relationships and Related Transactions".

         In December 2000, the Company executed a convertible promissory note in
favor of Margaret  Schrock in the  principal  amount of $25,000.  The note bears
interest  at a rate of twelve  percent  (12%) per annum and is due June 5, 2001.
The note is  convertible  at the option of the holder to shares of the Company's
restricted  Common Stock at a price of $0.25 per share or fifty percent (50%) of
the average bid price for the first three (3) weeks of public trading, whichever
is lower.  For such offering,  the Company relied upon the 506 Exemption and the
Florida Exemption.  See Part I, Item 6. "Management's Discussion and Analysis or
Plan of Operation - Financial Condition,  Liquidity and Capital Resources";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

         In December  2000,  the Company  sold a total of 139,999  shares of its
Common Stock to four (4) investors for a total of $34,999.99.  No memorandum was
used in connection with the sale. For such offering, the Company relied upon the
506  Exemption  and the  Florida  Exemption.  See Part  III,  Item 12.  "Certain
Relationships and Related Transactions".


                                       6

<PAGE>



         The  Company  has an  ongoing private offering of its Common Stock at a
price of  $0.25  per  share.  Investors  also  receive  a  warrant  to  purchase
additional  shares  at a price of $1.00  per  share  or a twenty  percent  (20%)
discount  of the  average  bid  price  for the  first  three (3) weeks of public
trading,  whichever is lower.  The warrants  expire  twelve (12) months from the
date on which the  Company's  Common Stock is approved for quotation on the Over
the Counter Bulletin Board. Thus far the Company has relied upon Section 4(2) of
the Act, Rule 506 and applicable state exemptions for such offering. The Company
has not utilized a memorandum in connection with this offering.

         See (b) "Business of Registrant" immediately below for a description of
the Company's business.

         (b)      Business of Registrant

         GENERAL

         Since its  inception,  the Company  intended  to market and  distribute
nutritional  supplements,  which are natural,  nutritional,  biologically active
materials  formulated to provide specific health benefits to humans and animals.
The Company was  incorporated  in February 1998 to conduct any lawful  business,
but with the express intent to enter into the nutritional  supplement  marketing
and internet  consulting  businesses.  Its then current  management,  located in
Florida,  had little or no experience in these fields.  In May 1998, the Company
attempted to raise money  through the use of a private  placement  memorandum to
fund its  operations.  The  Company  was only able to raise a total of  $16,000,
which was not enough to launch planned operations.

         It was not until May 2000,  through the  acquisition  of the  Company's
wholly owned subsidiary, Crown Enterprises,  Inc., that the Company introduced a
line of private  label  nutritional  supplements  and/or  nutraceuticals  it has
trademarked  as, GREEN  PEARLS(TM).  One of the Company's  products,  Blue Green
Manna(TM)  includes Blue Green Algae  harvested from Klamath Lake,  Oregon.  The
Klamath Lake Blue Green Algae is considered to be, in the Company's opinion, one
of nature's truly  miraculous  nutritional and healing foods.  Klamath Lake Blue
Green  Algae is  directly  assimilated  by the body with its  glucose  cell wall
unlike other forms of man-made  photosynthesized  algae such as chlorella  which
has a cellulose  cell wall. A cellulose  cell wall is  indigestible  and must be
broken down through  protracted  artificial heat  processing.  Lake Klamath Blue
Green Algae is  considered  by the Company to be a  foundational  superfood  for
humans and animals alike.

         The Company began providing its blood analysis test after May 30, 2000.
However  the  principals  of Crown have been  working on the  development  for a
number of years. The Company has designed and is providing a blood analysis test
which it has  branded as its "Live  Blood  Cell  Analysis"  program.  This blood
work-up identifies the specific blood composition of individuals and attempts to
identify,  in the Company's opinion,  a normal range and associated  nutritional
value  after which it is able to tailor  various  naturopathic  and  nutritional
supplement products to address specific conditions which have been identified by
the test. The Company is utilizing its Live Blood Cell Analysis examination as a
marketing approach by which it will be able to sell its full line of nutritional
products.  The  Company's  goal is to serve people  worldwide who desire to live
well as they live longer. In administering the above test and tailoring specific
nutritional  strategies and  nutraceuticals  to address what the Company's blood
work-up has perceived as  deficiencies,  the Company believes it will be able to
provide preventative and alternative healthcare options,  programs,  systems and
naturopathic products which may provide one with a better quality of life.

         Nutraceuticals are biologically  active materials,  derived from plant,
microbial or animal sources, which are formulated to provide specific health and
productivity  benefits  for humans and  animals  including,  but not limited to,


                                       7

<PAGE>



pharma foods, functional foods, fermented foods, phytochemicals,  microbial feed
additives, probiotics, herbal products, vitamins and health supplements.

           Prior to the Company's  acquisition of Crown it focused solely on the
building of a business  model aimed at the  distribution  and sale of  primarily
nutraceutical  based products.  Since May 30, 2000, and the acquisition of Crown
the Company  added an  established  fifteen (15)  product line of  nutraceutical
based health supplements for the human and animal health market.

           Although  many  of the  ingredients  in the  Company's  products  are
vitamins, minerals, herbs and other substances for which there is a long history
of human consumption,  one (1) of the Company's products contain within its base
formulation Klamath Lake Blue Green Algae. While the Company believes all of its
products to be safe when taken as directed there is little long-term  experience
with human  consumption  of Klamath  Lakes' Blue Green  Algae.  Accordingly,  no
assurance can be given that the Company's  product,  even when used as directed,
will have the effects  intended.  Although the Company tests the formulation and
production  of its product to ensure that it is safe when  consumed as directed,
they  have not  sponsored  clinical  studies  on the  long-term  effect of human
consumption.  However,  several  other  organizations  have  sponsored  studies,
including  Cell  Tech,  The  World  Health  Organization  and the  Food and Drug
Administration.

         The Company has also not  conducted  its own research of its  products,
their effects on people as compared with the desired  results,  nor any possible
side effects that use of the Company's  products may cause.  If a product of the
Company were found to have adverse side effects, it could potentially impact the
Company's  business.  The Company  intends to limit the potential  impact that a
single  product could have upon its business by  diversifying  its product line.
See Risk Factors "Product Liability Claims."

         Cell Tech,  Klamath Valley Botanicals,  Drugstore.com, Vision, Inc. and
Bio-One  Corporation are the only  distributors of products  containing  Klamath
Lake blue green algae known to the Company.

PRINCIPAL PRODUCTS AND SERVICES

         KLAMATH LAKE BLUE GREEN ALGAE - HUMAN APPLICATIONS

         BLUE GREEN MANNA (TM)-  Classified  as a  supernutritional  designed to
deliver nutrients needed for peak performance,  Blue Green Manna(TM) is the only
Upper  Klamath  Lake Blue Green  Algae  product  that the  Company has for human
application.

          The Blue Green Algae from  Oregon's  Upper  Klamath Lake is one of the
richest  sources of chlorophyll  and all essential Amino Acids in any known food
source or  supplement.  It has been more than twenty  (20) years  since  humans,
hoofed animals and pets have been  realizing  benefits from consuming Blue Green
Algae from  Klamath  Lake.  In the year 2000,  human  applications  account  for
approximately  sixteen  percent  (16%) of the Company's  revenues,  while animal
applications account for approximately eleven percent (11%).

         Daryl and Marla Kollman began  conducting  extensive  research in 1974.
After years of  experimentation  growing  varieties  of  freshwater  algae,  the
Kollman's  discovered  an exclusive  source for the most  remarkable  blue-green
algae of all  Aphanizomenon  flos-aquae.  They found it growing  abundantly in a
natural  environment  that proved to be the  richest  producer of biomass on the
planet:  Upper  Klamath  Lake in  Klamath  Falls,  Oregon.  The  Kollmans  began
harvesting this extraordinary  Algae, named it Super Blue Green(R) and Cell Tech
was born in 1982.  Their 1999 sales  exceeded $500  million.  The Company has no
relationship nor affiliation with the Kollmans nor with Cell Tech.


                                       8

<PAGE>



         The Mayo Clinic has called Blue Green Algae the "Most  nutritious  food
on the  Planet."  Research  conducted  by outside  sources has proven blue green
algae to  reduce  cholesterol,  risk  from  cancer  and  viral  diseases,  while
cleansing  the  intestines.  It is  said to  increase  energy,  stimulate  brain
activity and strengthen  the immune system.  It is high on protein and naturally
helps feed and heal the body.  Classified as a supernutritional,  this wholesome
whole  food  supplement  delivers  nutrients  needed  for peak  performance.  It
contains the highest  level of  chlorophyll  and all essential  Amino Acids.  It
provides  vital  nutrients,  vitamins,  enzymes  and trace  minerals  to enhance
health.  Suggested Use is two to four (2-4) capsules early in the day, before or
with a meal.

         The Company's Blue Green  Manna(TM)  product  contains:  490 mg of Blue
Green  Algae plus 10 mg of  Plant-Source  Enzymes  (i.e.,  Protease,  Cellulase,
Amylase, and Lipase),  Calcium,  Chromium,  Iodine, Iron, Magnesium,  Manganese,
Potassium,   Selenium,  Zinc,  Boron,  Cobalt,  Copper,   Fluorine,   Germanium,
Molybdenum, Nickel, Phosphorus, Silicon, Sodium, Tin, Titanium and Vanadium.

         OTHER SUPPLEMENT PRODUCTS

         There are now ten (10)  other  natural  supplement  products  which the
Company has designed and presently  markets through its wholly owned  subsidiary
Crown Enterprises. Each aims to achieve a specific goal:

         1 PEARLNOGENOL - This Super antioxidant is designed to boost the immune
system,  protect against degenerative  diseases, and provide nutritional support
to tissues and cell system.

         2 ACIDOPHILUS  PLUS  LACTOBACILLUS  - This friendly  blend of bacterial
flora helps control harmful bacteria in the intestinal tract.

         3 DIGEST PLUS - Helps to bring the body into nutritional balance.

         4 TRACE  MINERALS  LIQUID - Assists the body to fight  against  stress,
high blood pressure and chronic fatigue.

         5  INTERNAL  CLEANSE  -  A  natural  herbal  formula  that  cleans  and
detoxifies the colon.

         6 FIBERTOX - Needed for  digestive  purposes  this product  helps lower
cholesterol, helps break up saturated fats and provides nutritional fiber.

         7  VITAMINS  PLUS - provides  essential  daily  requirements  and other
powerful  nutrients  beneficial to maintaining a healthy immune and  circulatory
system.

         8 PROTOSOLVE - assists in keeping blood vessels clear by dissolving and
removing undigested proteins.

         9 CHROMOLIPE - Chromium  Picolinate promotes permanent fat loss through
re- establishing healthy metabolic and insulin levels.

         10  GARLIC/CAYENNE  PLUS - Garlic  has been  shown  to be  valuable  in
lowering blood pressure and serum cholesterol, assists in thinning the blood and
aiding one's digestion.  Cayenne has been shown to also aid digestion as well as
improve one's circulation.


                                       9

<PAGE>



         All of the Company's  products and formulations  are made  specifically
and solely for the Company.

LIVE BLOOD CELL ANALYSIS

         The Company has developed a Blood Work-up  examination  for individuals
which it markets as its "Live  Blood Cell  Analysis"  Program.  This  Program is
designed to identify up to fifty (50) blood borne conditions.  This program will
be licensed on a fee basis to  prospective  health field  related  customers and
include all required equipment and training.  The program will be coupled with a
nutritional  maintenance  and monitoring  program which focuses on an individual
and  families.  Once a Live Blood Cell  Analysis is performed at the  licensee's
facility,  a certified  Microscopist  makes tailored  recommendations  as to the
appropriate  naturopathic  products  and  supplements  to be used in  addressing
identified   conditions.   These  naturopathic   products  and  supplements  are
ultimately  purchased  through  Crown  Enterprises.  In addition,  this tailored
program includes periodic testing,  re-testing and monitoring of an individual's
progress  through  skilled  and  advanced  microscopic  analysis.  It is by  the
preceding analysis and related recommendations as to which specific naturopathic
products to purchase that the Company will utilize its "sell  through"  concept.
This concept will allow the Company to provide  clients with a number of natural
supplements as preventative and alternative healthcare choice.

         Live Blood Cell Analysis is an examination and study of the blood under
a microscope.  It began in the late 1600's with the invention of the microscope.
Microscopy  procedures launched many medical discoveries.  William Harvey (1668)
and the Father of  Microscopy,  Dr.  Vanleeuwenhoek  (1706) were  Fellows of the
Royal  College of  Science  and  reported  to the Royal  Society of London.  Dr.
Vanleeuwenhoek  is noted for his  discovery  of the nucleus of life force within
the blood cell  structure.  Live Blood Cell  Analysis  is a clinical  laboratory
examination  and diagnosis of the cellular  structure.  This  includes  platelet
activity,  formation  and  activation  of  essential  factors  - for  preventive
evidence and disease control.

         The  modern  day  Father  of  Live  Blood  Microscopy  is  Dr.  Gunther
Enderline, whose work is done at Enderline Institute. His work was the basis for
the beginning of the microscopy  program at Bio-One.  A Certified  Microscopist,
Dale Sams,  and Dr.  Fred  Valdes of City  College of Florida  were  retained to
develop advanced training manuals on Live Blood Cell Analysis for the purpose of
launching  the  Bio-One  program.  Kevin  Lockhart,  Bio-One  Vice-Chairman  and
Secretary is a Certified Microscopist.

         Bio-One  Corporation will license local Nutritional  Microscopy Centers
that offer "Live Blood Cell  Analysis"  and an  extensive  line of high  quality
nutritional   supplements.   Targeting  medical  providers  (i.e.,   physicians,
dentists, physical therapists, and other healthcare specialists) and alternative
healthcare professionals (i.e.,  chiropractors,  acupuncturists,  nutritionists,
etc.), as well as individual  operators (i.e.,  business persons), a nutritional
Microscopy   Center  can  be  an  additional  profit  generator  for  healthcare
professionals.  Existing medical practices can access the alternative healthcare
market by adding  Nutritional  Microscopy  services and proprietary  nutritional
products  through the Bio-One  program.  This  alternative  medicine  (holistic)
component  will not only  achieve a higher  patient care and service  level,  it
should result in net profits and provide long-term residual income.

         Nutritional   Microscopy  is  the  science  involving  the  microscopic
identification  of blood disorders and their correction  through the application
of specific nutritional-based therapies.  Nutritional Microscopy is used to make
"qualitative"   analysis  of  a  blood  sample  at  a  specific  point  in  time
(traditional  blood testing takes a  "quantitative"  approach to blood analysis,
providing specific counts of blood components and their chemical  composition in
numerical form to determine if any


                                       10

<PAGE>



level is "abnormal"). The improvement (or deterioration) of blood conditions can
be  monitored  through  the  comparison  of future  samples to the  original  or
progressive  samples.  The specific  therapies  recommended  for  correction  of
conditions can then be evaluated for  effectiveness.  Many disorders that cannot
be detected by standard  blood testing can be discovered  and corrected  through
live blood cell analysis.  Nutritional  Microscopy  employs a testing  technique
called "live cell blood  analysis"  in which a small  sample of blood  (i.e.,  a
single droplet  extracted from a lancet pierced finger) is immediately  examined
under   a   special   phase    contrast/darkfield    microscope.    The   phase-
contrast/darkfield  microscope  provides a means of studying  the living cell in
action without the use of dyes. The phase-contrast/darkfield microscope has made
nutritional microscopy possible and has revolutionized  Cytology, (the branch of
biology  concerned  with the study of the  structure  and  function  of cells as
individual units). For Nutritional Micrscopy, phase-contrast/darkfield is useful
in differentiating  fungal and bacterial forms as well as verifying  crystalline
structures  in which  accurate  identification  is  otherwise  limited  in other
microscope  modes.  Through  Nutritional  Microscopy,  numerous  specific  blood
conditions  can be  visually  identified.  These  conditions  relate to specific
disorders  which can be  alleviated  through the use of  specific  nutritionally
based therapies (i.e., intake of food-based supplements,  minerals, vitamins, or
gastro-intestinal tract agents).

          Bio-One  Corporation  will  provide a  microscopy  course  designed to
provide  sufficient  knowledge  to  operate  a  Nutritional  Microscopy  Center.
Following a one (1) week certification  seminar,  the microscopist will be ready
to provide  field  analysis.  The course is not  intended  to provide a complete
nutritional education. Microscopists that are certified by the Company will have
demonstrated  proficiency in the accurate identification of blood disorders from
visual  scans on the  phase-contrast/darkfield  microscope,  a knowledge  of the
Company's  product line and its  application  in relation to the  correction  of
specific  conditions,  and the ability to provide general  background  nutrition
information to clients.

         Bio-One  Corporation  has  developed a blood  component  identification
system that is used in live cell blood analysis. The system provides the on-site
microscopist the ability to analyze  conditions  following a scan of the sample.
Using proper  techniques  to avoid  damaging or  contaminating  the sample,  the
microscopist  removes the sample through natural  adhesion to the underside of a
standard glass slide. A slide cover immediately  placed over the droplet results
in a sample approximately 12mm in diameter, ready for examination.  Scanning the
center of the sample,  the  microscopist  identifies  general  conditions of the
blood,  and upon  discover  of  disorders,  photographically  captures  specific
conditions  for further  analysis.  The scan is visible to the client on a video
monitor, and as the analysis progresses,  the microscopist  provides basic blood
identification   and  nutritional   education  to  the  client.   Following  the
examination and analysis, the microscopist using a consultative sales technique,
makes  recommendations  for the use of  specific  nutritional  products  and the
lifestyle  changes  needed  to  positively  effect  the  conditions  discovered.
Nutritional  Microscopy  Centers will sell  proprietary  food-based  nutritional
products.  In addition to improving  general  health,  the  specially-formulated
products  were  designed  to  correspond  to the  requirements  for  alleviating
conditions  identified  during the live-cell  blood  analysis.  The  supplements
feature  Crystalloid  Electrolyte  Minerals,  a  special  formulation  of  trace
minerals  developed  through  30  years  of  research  conducted  by a  team  of
naturopathic doctors.  Trace Minerals,  are more readily absorbed by the body in
their  crystalloid  form.  The Bio-One  products are superior to the degree that
results are visible  when the clients  are  re-tested  within 30 days.  Specific
products  are  promoted  for use in general  health  well-being.  Several of the
products  are more  effective  when used in a full  program,  which is initially
recommended for all clients and repeated periodically.

         The specific disorders and conditions detectable by the Company's blood
cell analysis are the same as depicted in standard blood  testing.  The critical
difference  is that the  person  whose  blood is being  tested by the  Company's
system, can see the conditions live on a computer monitor at the


                                       11

<PAGE>



time of the test.  Live Blood Cell Analysis is an  examination  and study of the
blood under a microscope.  It began in the late 1600's with the invention of the
microscope.  Microscopy  procedures launched many medical  discoveries.  William
Harvey  (1668) and the Father of  Microscopy,  Dr.  Vanleeuwenhoek  (1706)  were
Fellows of the Royal  College of Science and  reported  to the Royal  Society of
London.  Dr.  Vanleeuwenhoek  is noted for his  discovery of the nucleus of life
force within the blood cell  structure.  Live Blood Cell  Analysis is a clinical
laboratory  examination and diagnosis of the cellular  structure.  This includes
platelet  activity,   formation  and  activation  of  essential  factors  -  for
preventive  evidence  and disease  control.  The modern day Father of Live Blood
Microscopy is Dr. Gunther Enderline,  whose work is done at Enderline Institute.
His work was the basis for the beginning of the microscopy program at Bio-One. A
Certified  Microscopist,  Dale  Sams,  and Dr.  Fred  Valdes of City  College of
Florida were retained to develop  advanced  training  manuals on Live Blood Cell
Analysis  for the purpose of  launching  the Bio-One  program.  Kevin  Lockhart,
Bio-One Vice-Chairman and Secretary is a Certified Microscopist.

         Bio-One  Nutritional  Microscopy  Centers will  operate in  territories
defined by geographic  boundaries and determined by  demographic  factors.  With
space requirements of approximately 250 square feet, microscopists can set up an
office in an executive  suite-type office center or a medical complex.  Having a
tile floor area  surrounding  the microscopy  station and immediate  access to a
sink is the only special consideration when leasing. This restricted office size
also  makes  a  Center's  inclusion  in  a  traditional  medical  practice  very
practical.  Executive  suite services and existing  medical  offices can provide
common access to a waiting area, telephone reception and appointment scheduling,
as well as a phone system, fax machine, and copier.

         The Microscopy  Center has limited  equipment  requirements  consisting
primarily of office furnishings,  a computer station,  and a microscopy station.
The first Nutritional  Microscopy Center trained by the Company and stocked with
Company  products  is owned  and  operated  by James J.  Brown;  an  experienced
microscopist.  Mr. Brown's entity is an independent business with no contractual
obligation to the Company.

         A  Microscopy   Center   operation  is  also   maintained   at  Bio-One
headquarters.  Nutritional  Testing is offered to one hundred  percent (100%) of
the clients. The microscopist spends approximately one (1) hour with each client
during an  initial  evaluation  in which a history  is taken,  a  background  in
live-cell  blood  analysis  and  nutrition  is  provided,  the  blood  sample is
analyzed,  and products are presented.  Clients are provided with a compact disk
based  record  of the  various  conditions  identified  during  the  test.  This
information is re-evaluated for improvement  during subsequent  re-tests,  which
are scheduled in one-half hour  appointments as needed per client. A comparative
analysis is performed  annually to determine client  progress.  Clients normally
purchase tests in packages to reduce overall costs. Typically,  the initial test
is charged at $60.00 and subsequent re-testing fees are reduced to $40.00 Credit
is applied toward product  purchases over each 12-month  period.  In conjunction
with testing, Microscopy Centers sell nutritional products at retail. Initially,
a fast-start  program that includes the use of multiple  products is recommended
together with  products  specific to identified  conditions.  Typically  clients
leave initial  appointments with  approximately  $149.00 of retail product.  The
full line of  products  will  always be on  display  at the  Center  and will be
available  for  retail   purchase   during   initial   testing  and   re-testing
appointments.  Bio-One will provide the Center with the following equipment on a
licensing basis. The Center will pay the Company a deposit, which will cover the
cost of equipment and microscopist training.


                                       12

<PAGE>



Materials Necessary to Conduct Live Blood Cell Analysis
-------------------------------------------------------

*        Microscope
*        Computer
*        Video Camera
*        Video Monitor
*        Video Capture Card
*        CD-Writer
*        Color Printer

Foot Pedal

         Bio-One sells to both  distributors and consumers.  There are currently
no distributor contracts in place. Therefore all distributors work on an invoice
basis.  The company's  "sell  through"  rather than "sell to" marketing  plan is
based upon the following strategy:

         Bio-One   Corporation  will  launch  an  aggressive  targeted  audience
campaign during "Plan" year one. "Plan" year one will begin once the Company has
completed  its Form 10SB process with the SEC and has gained  approval from NASD
for quotation and trading of its Common Stock. There can be no assurance when or
if  these  two  (2)  self-imposed  requirements  will be  met.  It will  include
awareness,  point of purchase,  repeat buyer incentives, an awards program, etc.
Bio-One Corporation's overall advertising and promotional objectives are to:

* Coordinate sales literature,  demonstration materials, telemarketing programs,
and direct response promotions in order to stimulate repeat purchases.
* Generate  qualified sales leads and potential new distributors for field sales
organization.
* Increase company  awareness and brand name recognition among business managers
and retailers, buyers, customers.
* Develop, through market research,  significant information to create immediate
and long-term marketing plans.
* Create product advertising programs supporting the Company's products.
*  Differentiate  the  company  as  a  value-added   provider  of  high  quality
nutritional products.

         "Sell to"  marketing  is based upon the premise that the goal is simply
to sell a product to a distributor  and they are responsible for determining how
they will sell the product to the consumer.  "Sell  through"  marketing is based
upon the premise  that the Company goal is to help the  distributor  to sell the
product to the consumer.

         EQUINE SUPPLEMENTS

         In addition to the human  marketing and consumption of the above listed
natural  supplements  Crown also  distributes  to Equine  owners  the  following
products:

         1. SUPER  BLUE  GREEN  ALGAE  (FREEZE  DRIED) - Helps  heal  horses who
develop tender heals from white line disease.

         2. BLUE GREEN ALGAE (LIQUID)- Helps suppress and reverse the effects of
debilitating laminitis in horses.

         3. DIGEST PLUS AND ACIDOPHILUS PLUS - Helps strengthen animal immune
systems  resulting  in less  sick and  lethargic  animals  and a  quicker,  more
effective healing process.

         The Company  currently sells the above-listed  equine  supplements both
wholesale  and retail.  The Company  plans to expand sales of these  products to
additional customers as such customers are identified by the Company.


                                       13

<PAGE>




NUTRACEUTICAL BASED HEALTH SUPPLEMENTS FOR THE HUMAN HEALTH MARKET

           Specific nutraceuticals have been shown to affect bodily functions in
targeted  ways,  such as by reducing  anxiety  (St.  John's Wort) or by lowering
cholesterol  (soy  extracts)  and  assisting  in sleep  (Valerian).  The  active
ingredients in nutraceuticals may include complex mixtures of organic molecules,
small molecules,  oligosaccharides,  lactic acid bacteria,  fungi,  minerals and
other microbial secondary  metabolites.  Lactobacillus  acidophilus cultures are
classic  nutraceuticals  which have long been components of yogurt and fermented
food.  Published  literature  has shown lactic acid  bacteria to exert  positive
gastrointestinal health benefits beyond their nutritional value.

           The Company believes that the market for nutraceuticals will continue
to grow because of an ever increasing,  longer-lived  aging population.  Medical
challenges   associated   with  aging  such  as   chronic   diseases,   allergy,
inflammation,  cancer, and thrombotic  diseases,  will most likely cause an even
greater emphasis on health care delivery.  The development and identification of
new nutraceutical  products and markets may require combining  interdisciplinary
technologies, including plant science, microbiology, biochemistry and nutrition.

MANUFACTURING

           Animal Health Products

         The  Company  has  its  proprietary  formulas  manufactured  by  Vision
Industries.

          Private Label Heath Supplement Manufacturing.

          The Company has its  proprietary  formulas  manufactured  by Ceba-Tek,
Global Nutrition, Natures Path, Uckele Health & Nutrition and Vision Industries.

         The principal markets in which the Company competes are competitive and
fragmented,  with  competitors  in the private  label  market,  the human health
supplements  market and the  equine  market.  The term  "private  label  market"
describes  product  distributors who have outsourced the  manufacturing of their
product. Over ninety percent (90%) of all nutritional supplements companies have
someone else  manufacture  their products and place their "private label" on the
products.

         The Company's competitors include:   Montana Naturals, Chemins, Pacific
Nutritional, Chris Hansen, Rhone-Poulenc and Lallemand.

         Currently there are in excess of two hundred (200) primary suppliers of
raw  materials   within  the  U.S.   There  are  well  over  one  hundred  (100)
manufacturers in the U.S. that could manufacture the Company's products. Bio-One
utilizes six (6) manufacturers for its products. The six (6) manufacturers,  the
Company  products  manufactured  by each,  and the raw materials for each are as
follows:

CEBA-TEK

1)  Acidophilus  Plus:  Contains:  Two  billion  viable  units of  lactobacillus
acidophilus, dextrin, maltodextrin, with Crystalloid Electrolyte Trace Minerals.

2)Digest Plus: Contains: Amylase, cellulase,  protease, lipase, lactase, pepsin,
papain,  trypsin,   barley,  alfalfa,   spinach,  kelp,  parsley,  celery  seed,
watercress, dandelion, with Crystalloid Electrolyte Trace Minerals.


                                       14

<PAGE>



3) Fibertox:  Contains:  Apple  Pectin,  Citrus  Pectin,  Russian  Black Radish,
Cellulase, Pectinase, Protease, with Crystalloid Electrolyte Trace Minerals.

4) Internal  Cleanse:  Contains:  Psyllium husk,  ginger root, celery seed, aloe
vera, lactobacillus,  red raspberry leaf, cascara sagrada, fennel, apple pectin,
barberry  turkey rhubarb,  papain,  slippery elm, with  Crystalloid  Electrolyte
Trace Minerals.

GLOBAL NUTRITION
--------------------------------

1)  Chromolipe:  Contains:  Black Currant  Extract,  Milk Thistle Seed,  Lipase,
Garlic,  Phosphatidyl  Choline,  Cellulase,  Chromium GTF, Chromium  Picolinate,
Protease, Amylase, with Crystalloid Electrolyte Trace Minerals.

2)  Garlic/Cayenne  Plus:  Contains:  Garlic,  Cayenne pepper 40,000 H.U.,  with
Crystalloid Electrolyte Trace Minerals.

3)  Protosolve:  Contains:  Protease,  Monopotassium  Phosphate.  Valerian Root,
Lycopenes,   Vitamin  B3,  Licorice  Root,  Potassium  (Citrate),  Lipase,  with
Crystalloid Electrolyte Trace Minerals.

4) Vitamins  Plus:  Contains:  Essential  daily  requirements  of  vitamins  and
minerals, along with Chromium, Potassium and Lecithin.

NATURES PATH
------------------------

1) Trace Minerals Liquid:  Contains:  Organic copper, Iodine,  Manganese,  Zinc,
Potassium,  Sodium Selenium,  Chromium & Silica in trace amounts.  A Broad-scope
Electrolyte Solution.

UCKELE HEALTH & NUTRITION
----------------------------------------------

1)  Pearlnogenol:  Contains:  Grape Seed  Extract  and  Crystalloid  Electrolyte
Minerals.

VISION, INDUSTRIES
------------------------------

1) Blue Green Manna(TM)( "Superfood from upper KLAMATH LAKE"):  Contains: 490 mg
of  Blue  Green  Algae  plus  10 mg of  Plant-Source  Enzymes  (i.e.,  Protease,
Cellulase,  Amylase, and Lipase),  Calcium,  Chromium,  Iodine, Iron, Magnesium,
Manganese,   Potassium,   Selenium,   Zinc,  Boron,  Cobalt,  Copper,  Fluorine,
Germanium,  Molybdendum,  Nickel, Phosphorus, Silicon, Sodium, Tin, Titanium and
Vanadium.

MARKETING, SALES AND DISTRIBUTION

         No current  marketing,  sales or  distribution  system is  currently in
place. The Company's two (2) officers and directors,  Armand Dauplaise and Kevin
Lockhart  currently  sell  the  Company's   products.   Additionally,   two  (2)
independent sales  representatives  sell and services customers of the Company's
animal  health  care  products.  Currently,  independent  sales  representatives
account for one hundred  percent (100%) of the Company's  Animal Health Products
sales and approximately


                                       15

<PAGE>



seventy-five  percent (75%) of the Company's  Human Health  Products  sales.  No
contracts  are  in  place  between  the  Company  and  the   independent   sales
representatives. They operate on an invoice basis.

         The  foregoing  discussion is  predicated  upon the Company  generating
revenues or raising additional capital to fund implementation of such system.

         Animal Health Products.  The Company will rely upon  independent  sales
representatives to sell and service customers of its animal health products. The
Company also  anticipates  marketing and selling  private  label equine  focused
products directly to branded companies involved in horse breeding.

         Human Health Products.  The Company anticipates  developing a sales and
marketing/customer   service  department  dedicated  to  selling  the  Company's
services and proprietary  products and technologies to branded  companies in the
health supplement industry.

         The primary markets for Crown Enterprises' 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.  The Company believes that the market is
global for both Microscopy and nutritional supplements.  In addition to domestic
sales  efforts,   the  Company  is  currently   pursuing   strategic   alliances
internationally.

         The Company's  primary  target  markets in the both the  preventive and
alternative healthcare industry will include:

   *Osteopaths          *Specialty Healthcare Centers    *Chiropractors
   *Nutritionists       *Physical Therapists             *Weight Loss Centers
   *Preventive & Alternative Healthcare Professionals/Naturopathic Doctors

         As nutritional supplements use combined with preventive and alternative
healthcare are more readily accepted,  the Company believes Physicians and other
healthcare providers will be targeted for marketing purposes.  Crown Enterprises
has  developed a  Microscopy  "Live  Blood Cell  Analysis"  program  designed to
identify up to fifty (50) blood borne conditions.  This program will be licensed
on a fee basis to  prospective  health field related  customers and includes all
required  equipment  and  training.  However,  analysis  must be coupled  with a
nutritional  maintenance and monitoring program tailored for the individuals and
families.  Once a "Live Blood Cell  Analysis"  is  performed  at the  licensee's
facility, a certified  Microscopist makes  recommendations as to the appropriate
naturopathic  products  and  supplements  to be  used in the  addressing  of the
identified conditions. Subsequently, those naturopathic products and supplements
will be purchased through Crown Enterprises.

         The Microscopy "Live Blood Cell Analysis" concept of identifying health
deficiencies  is growing at an  accelerating  rate, and the Company  believes it
will become the quickest window into one's health condition around the world.

         The Company  believes it will succeed in its role in the preventive and
alternative  healthcare  market place because of the "sell through"  approach of
the Microscopy  program training and education first, and naturopathic  products
and supplements sales second.  Once the "Live Blood Cell Analysis" is performed,
a tailored maintenance program is then implemented for individuals and families.
This tailored program includes periodic testing,  re-testing,  and monitoring of
their  progress  through  skilled  and  advancing   technologies.   The  Company
anticipates  that meaningful  Microscopy  revenues may be generated  through the


                                       16

<PAGE>



establishing of Microscopy  Centers,  sales of equipment,  training,  continuing
education,   and  licensing  fees.  In  addition,   the  Company  believes  that
Naturopathic  products  and  supplements  revenues  will  be  generated  through
wholesale  distribution and retail sales in both the domestic and  international
markets. The Company's wholly owned subsidiary,  Crown Enterprises,  anticipates
serving as an  ambassador  to business,  industry and  governmental  agencies to
effectively contribute to the healthcare needs of a global humanity.

EFFECT OF UNFAVORABLE PUBLICITY

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

DEPENDENCE ON NEW PRODUCTS

           The Company  believes its ability to grow in its existing  markets is
partially  dependent upon its ability to introduce new and  innovative  products
into such markets.  Although the Company seeks to introduce  additional products
each year in its existing  markets,  the success of new products is subject to a
number  of  conditions,  including  developing  products  that  will  appeal  to
customers  and comply with  existing  regulations  at the time of  introduction.
There can be no assurance that the Company's  efforts to develop  innovative new
products will be successful,  that  customers will accept new products,  or that
the Company will obtain regulatory approvals of such new products,  if required.
In addition, no assurance can be given that new products currently  experiencing
strong popularity and rapid growth will maintain their sales over time.

COMPETITION

         The principal markets in which the Company competes are competitive and
fragmented,  with competitors in the private label market,  the human and animal
health supplements market.  Increased  competition could have a material adverse
effect on the Company,  as competition may have far greater  financial and other
resources  available to them and possess extensive  manufacturing,  distribution
and marketing capabilities far greater than those of the Company.

         Although  all future  employees  are  expected  to be  required to sign
confidentiality  agreements,  there is no  guarantee  either that trade  secrets
won't be  shared  with  competitors  or that the  Company  could  enforce  these
agreements.  Such  disclosures,  if made, could negatively  affect the Company's
competitiveness.

         GNC is the industry leader with $1.6 billion in annual sales. Less than
twenty (20)  companies are realizing  annual  revenues in excess of 100 million.
The Nutrition Business Journal reported in July 1997 that there are nearly 5,000
privately  held  companies  with under $25 million in annual sales in the retail
and manufacturing segments. Well over 2,000 companies are considered in the "mom
& pop" category,  with most being "first generation." Amway's Nutrilite division
is the world's largest  manufacturer of branded  vitamins and minerals in tablet


                                       17

<PAGE>



or capsule form, according to the company. Over 90% of all  supplement-marketing
companies outsource their manufacturing. See the following list:

Top U.S. Supplement Manufacturing / Marketing Companies

     Manufacturer / Marketer                              Revenues ($Million)
     Leiner Health Products                               580
     American Home Products                               540
     Rexall Sundown                                       531
     Pharmavite                                           410
     NBTY                                                 350
     TwinLab Corporation                                  321
     General Nutrition Products, Inc.                     320
     Weider Nutrition Group                               290
     Perrigo                                              178
     Bristol-Myers Squibb (Mead Johnson)                  160
     Bayer Corporation                                    150
     Experimental & Applied Sciences (EAS)                135
     Murdock Madaus Schwabe                               130
     Powerfoods Inc.                                      115
     IVC Industries Inc.                                  113
     Country Life                                         110
     MET-Rx USA                                           108
     Nutraceutical International                          105

     Supplement Manufacturing / Marketing Companies       Total # of Companies
     Greater than $100 Million                             18
     20-100 Million                                        48
     Less than $20 Million                                994

Competition - Microscopy Operations

         There are less  than  five (5)  competitors  known to  management  that
perform "live blood cell" testing and who also recommend specifically formulated
nutritional  supplements  to address the  conditions  identified.  None of these
competitors compete in the Company's Florida market.

         Additionally,  the  Company  plans to work with City  College  to train
medical professionals and plans to utilize licensing agreements to support those
trained in the Company's microscopy program, this too differentiates the Company
from its  competitors.  The Company will license  local  Nutritional  Microscopy
Centers  which  offer  "Live  Blood  Cell  Analysis"  and an  extensive  line of
nutritional   supplements.   Targeting  medical  providers  (i.e.,   physicians,
dentists,  physical therapists and other healthcare specialists) and alternative
healthcare professionals (i.e.,  chiropractors,  acupuncturists,  nutritionists,
etc.), a nutritional Microscopy Center can be an additional profit generator for
healthcare professionals.  Existing medical practices can access the alternative
healthcare  market by adding  Nutritional  Microscopy  services and  proprietary
nutritional products through the Company program.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS

           The Company  obtains all its raw materials for the manufacture of its
products from other sources.  The Company generally does not have contracts with
any  entities or persons  committing  such  suppliers  to provide the  materials
required for the production of its products. There can be no


                                       18

<PAGE>



assurance that suppliers will provide the raw materials needed by the Company in
the  quantities  requested or at a price the Company is willing to pay.  Because
the Company does not control the actual production of these raw materials, it is
also subject to delays caused by  interruption  in production of materials based
on  conditions  not wholly  within its control.  The inability of the Company to
obtain adequate  supplies of raw materials for its products at favorable prices,
or at all, as a result of any of the foregoing factors or otherwise,  could have
a material  adverse effect on the Company.  However,  raw materials  include all
natural herbs and minerals and are plentiful worldwide.

INTELLECTUAL PROPERTY

         As of August 31, 2000,  the Company had two (2) trademark  applications
pending with the State of Florida  Patent and  Trademark  Office.  The Company's
policy is to pursue registrations for all of the trademarks  associated with its
key products.

Following is a list of the Company's registered and pending trademarks.

Trademark Name                           State
----------------------                  -------
GREEN PEARLS(TM)                        Florida

BLUE GREEN MANNA(TM)                    Florida


GOVERNMENTAL REGULATION

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

         Statements  of the  Company  and its  customers  regarding  nutritional
supplement  products are subject to regulation  by the Federal Trade  Commission
("FTC")  under the Federal  Trade  Commission  Act,  which  prohibits  unfair or
deceptive trade practices, including false or misleading advertising. The FTC in
recent years has brought a number of actions  challenging  claims by  companies.
These  actions stem from the Retail Truth In Labeling  laws,  which are the only
laws which currently regulate the nutritional supplement industry.

         In the  future,  the  Company  may be  subject  to  additional  laws or
regulations  administered  by  the  FDA  or  other  federal,  state  or  foreign
regulatory  authorities,  the repeal of laws or  regulations  which the  Company
considers  favorable,  or more  stringent  interpretations  of  current  laws or
regulations. In fact, the FDA strictly regulates dietary supplements, as opposed
to  nutritional  supplements  which are subject only to Truth In Labeling  laws.
Should the Company begin producing dietary  supplements,  which it currently has
no plans to do, or should one of the Company's products be determined by the FDA
to be a dietary supplement,  more stringent regulation of the Company's products
may take  place.  Compliance  may, at that time,  cost the Company  considerable
expense or may cause the Company to have to  discontinue  production  of some or
all of its then current products. The Company is unable to predict the nature of
such  future  laws,  regulations,  interpretations  or  application,  nor can it
predict  what  effect  additional  governmental  regulations  or  administrative
orders, when and if promulgated,  would have on its business in the future. They
could, however, require the reformulation of certain products to meet


                                       19

<PAGE>



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

RESEARCH & DEVELOPMENT

         Health Supplement Development:  The Company develops products requested
by  customers,  and/or  develops  new  product  concepts  which it  licenses  to
customers.  The  Company  also  actively  seeks and  reviews  new  nutraceutical
materials and delivery technologies developed by independent researchers.  There
is no  assurance  that this  research  and  development  effort  will  result in
marketable products or services.

COMPLIANCE WITH ENVIRONMENTAL LAWS

         The Company  believes that it is in full  compliance  with all relevant
environmental  laws. In fact, there are no (0) environmental laws which directly
impact the Company's business. Due to the nature of the Company's operations, to
date, the cost of complying with  environmental laws does not have a significant
effect on the Company's operations.

Employees and Consultants

         At December 31, 2000, the Company employed two (2) persons.  Neither of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent. The Company plans to employ additional personnel as needed.

         In May 2000, the Company entered into the Share Exchange with Crown and
its  shareholders  which had been formed in April 1999.  The  exchange  was made
whereby  the  Company  issued  10,000,000  shares  of its  Common  Stock  to the
shareholders of Crown for all of the issued and  outstanding  stock of Crown. As
part of the exchange,  Dauplaise and Lockhart each received  4,597,500 shares of
the  Company's  Common Stock.  This  offering was conducted  pursuant to the 506
Exemption  and  the  Florida  Exemption.  See  Part  I,  Item  6.  "Management's
Discussion and Analysis - Stockholder's  Deficit;  Part III, Item 10. "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         In  May 2000, the  Company  entered  into  an employment agreement with
Armand Dauplaise to be the Company's Vice-Chairman and President.  Mr. Dauplaise
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and  automatically  renews for successive one (1) year terms.  See Part
III, Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part
III, Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
and Part III, Item 12. "Certain Relationships and Related Transactions".

         In  May 2000, the  Company  entered into an  employment  agreement with
Kevin Lockhart to be the Company's  Vice-Chairman  and Secretary.  Mr.  Lockhart
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and  automatically  renews for successive one (1) year terms.  See Part
III, Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part
III, Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
and Part III, Item 12. "Certain Relationships and Related Transactions".

         In October 2000, Armand Dauplaise,  the Company's current Vice-Chairman
and  President  and Kevin  Lockhart,  the Company's  current  Vice-Chairman  and
Secretary  donated  1,047,500  shares  each back to the  Company in an effort to
reduce the issued and outstanding  stock of the Company.  See Part III, Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

         In October  2000,  the Company  issued a total of 86,000  shares of its
Common  Stock to three (3)  persons.  Bradley  Kline has  served as a  financial
consultant to Crown since October 1999. No contract  between either Crown or the
Company and Mr. Kline exists. Melvin Correll and Glenna Correll have also served
as  consultants  to Crown.  They  introduced  Crown to  several  doctors  in the
Orlando,  Florida area who are interested in Crown's live blood microscopy work.

                                       20

<PAGE>



No contract  exists.  Richard  Wilson,  who received  60,000 of the shares,  was
inadvertently  left off the list of Crown  shareholders  when the Share Exchange
took place in May 2000.  For such  offering,  the  Company  relied  upon the 506
Exemption  and  the  Florida  Exemption.  See  Part  I,  Item  6.  "Management's
Discussion and Analysis - Stockholder's Deficit; and Part III, Item 12. "Certain
Relationships and Related Transactions".

Item 2. Description of Property

         The Company maintains its executive offices at 310 Waymont Court, Suite
100 Lake Mary,  Florida  32746.  Its telephone  number is (407) 328-1611 and its
facsimile number is (407) 328-1612.

         In August 2000, Crown entered into a lease with Daniel Jack Co. for the
premises  located at 310 Waymont  Court,  Suite 100,  Lake Mary,  FL 32746.  The
property consists of approximately 1,500 square feet and serves as the Company's
headquarters.  The term was through  December 31, 2000. The Company made monthly
payments  in advance in the amount of $2,250.  See Part III,  Item 12.  "Certain
Relationships and Related Transactions".

         Currently, the Company has a month to month lease at the same location.
No contract exists.

         The Company owns no real property and its personal property consists of
office furnishings and computers, as well as microscopy equipment.

Item 3. Legal Proceedings

         No legal  proceedings  have been  initiated  either by or  against  the
Company to date.

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

         No  matter  was  submitted  to a vote  of the  Company's  shareholders,
through the solicitation of proxies or otherwise from the Company's inception to
the close of the 2000  fiscal  year ended  December  31,  2000,  covered by this
report.

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

         The  Company  intends  to make  application  to NASD for the  Company's
shares to be quoted on the OTC Bulletin Board. The Company's  application to the
NASD will consist of current  corporate  information,  financial  statements and
other  documents as required by Rule 15c2-11 of the Exchange  Act.  Inclusion on
the OTC Bulletin Board, when approved, permits price quotation for the Company's
shares to be published by such service.

         The Company is not aware of any existing  trading market for its Common
Stock. The Company's Common Stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

         If  and  when  the   Company's   Common   Stock   is   traded   in  the
over-the-counter  market,  most  likely  the  shares  will  be  subject  to  the
provisions  of Section  15(g) and Rule 15g-9 of the  Securities  Exchange Act of
1934, as amended (the Exchange Act"),  commonly referred to as the "penny stock"
rule.  Section 15(g) sets forth certain  requirements  for transactions in penny
stocks and Rule  15g9(d)(1)  incorporates  the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.


                                       21

<PAGE>



         The Commission  generally defines penny stock to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  Rule 3a51-1 provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation on The NASDAQ  Stock  Market;  issued by a registered  investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share) or the registrant's net tangible assets;  or exempted from the definition
by the  Commission.  If the  Company's  shares are  deemed to be a penny  stock,
trading in the shares will be subject to additional sales practice  requirements
on broker-  dealers  who sell penny  stocks to  persons  other than  established
customers and accredited  investors,  generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000,  or $300,000 together with their
spouse.

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

         As of December  31,  2000,  there were ninety (90) holders of record of
the Company's Common Stock.

         As of December 31, 2000, the Company had 9,830,999 shares of its Common
Stock issued and outstanding, 8,230,999 of which were restricted Rule 144 shares
and 1,600,000 of which were free-trading. Of the Rule 144 shares, none have been
held by affiliates of the Company for more than one (1) year.

Dividend Policy

         The  Company  has never paid or declared  any  dividends  on its Common
Stock and does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis

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

         The  Company's  growth is expected to come  primarily  from the private
label  manufacture  and  wholesale  distribution  of  human  and  animal  health
supplements and supply of ingredients  (nutraceutical  based health supplements)
for  inclusion  in health  supplements  and foods.  This  pattern of growth will
closely correlate to increases in the Company's health supplement  manufacturing
and distribution  capacity and its development of proprietary  health supplement
technologies.


                                       22

<PAGE>



         On  May 30, 2000, the Company acquired the assets of Crown Enterprises,
Inc. By purchasing the assets of Crown, a "cottage" private label distributor of
health   supplements,   the  Company  acquired   technology  and  a  proprietary
nutritional  supplements  product  line.  The  operation  produced  only nominal
revenues in 2000.  Operations for private label  manufacturing  and distribution
are  expected  to begin  after  assembling  a staff  experienced  in the  health
supplement  industry  and after  raising  the funds  necessary  to  purchase  an
existing  manufacturing  facility.  Company management estimates that $2 million
will be needed to purchase such  facility.  The monies needed are expected to be
raised by the  Company  through  private  placement  efforts  to the  investment
community.  No funding source has yet been identified and the potential funds to
be received from VFM have not been yet earmarked for any specific use other than
working  capital.  Additionally,  no specific  facility has been selected by the
Company for purchase.

         In addition to private label distribution,  the Company also benefitted
from its development of its Live Blood Cell Analysis  program the second half of
1999 and first half of 2000. The Company conducted extensive  experimentation to
develop the trademarked  GREEN  PEARLS(TM)  product line and the process for the
capsuling of BLUE GREEN ALGAE FROM UPPER LAKE KLAMATH with extended  shelf-life.
GREEN  PEARLS(TM) is a unique  natural food source,  which is a standard  health
food supplement for maintaining  individual health. By mid-1999, the Company had
perfected  a  process  for  producing  GREEN  PEARLS(TM)  with  a two  (2)  year
shelf-life.  The  Company  began  distribution  of GREEN  PEARLS(TM)  to several
customers in the second quarter of 1999.

         Since acquiring Crown, the Company has begun to make preparations for a
period of growth,  which may require it to  significantly  increase the scale of
its operations. This increase will include the hiring of additional personnel in
all functional areas and will result in significantly higher operating expenses.
The  increase in  operating  expenses is expected to be matched by a  concurrent
increase in revenues.  However,  the  Company's  net loss may  continue  even if
revenues  increase  and  operating  expenses  may still  continue  to  increase.
Expansion of the  Company's  operations  may cause a  significant  strain on the
Company's  management,  financial and other resources.  The Company's ability to
manage recent and any possible future growth,  should it occur, will depend upon
a significant  expansion of its accounting and other internal management systems
and the  implementation  and  subsequent  improvement  of a variety of  systems,
procedures and controls.  There can be no assurance that significant problems in
these areas will not occur.  Any failure to expand these areas and implement and
improve such systems,  procedures and controls in an efficient  manner at a pace
consistent with the Company's  business could have a material  adverse effect on
the Company's  business,  financial  condition and results of  operations.  As a
result of such expected expansion and the anticipated  increase in its operating
expenses,  as well as the difficulty in forecasting  revenue levels, the Company
expects to continue to  experience  significant  fluctuations  in its  revenues,
costs and gross margins, and therefore its results of operations.

Results of Operations - For the Year Ended December 31, 2000 and the period from
inception of the Company's subsidiary (April 9, 1999) through December 31, 1999

         Results of  Operations  have been  prepared by the Company for the nine
(9) months  ended  September  30,  2000 and the  period  from  inception  of the
Company's  subsidiary  (April 9,  1999)  through  December  31,  1999  because a
comparison of full fiscal years would not be meaningful in light of the May 2000
share exchange and may have been misleading.

Revenues

         Revenues for the year ended  December 31, 2000 were $75,447 and for the
period from  inception of the Company's  subsidiary  (April 9, 1999) to December
31, 1999 were $87,425.


                                       23

<PAGE>



         The main  reason for the  decline in  revenues  was that no  consulting
revenues  were  generated by Armand  Dauplaise in year 2000.  This is because he
spent one hundred  percent  (100%) of his time working for the  Company,  rather
than consulting for outside companies.

Operating Expenses

         Selling,  general  and  administrative  expenses  for  the  year  ended
December 31, 2000 were $401,757 versus $284,124 for the period from inception of
the  Company's  subsidiary  (April 9, 1999) to December 31,  1999.  Net loss was
$358,547 and $223,748 respectively.

Assets and Liabilities

         Assets were $41,663 as of December 31, 2000, and $28,195 for the period
from inception of the Company's subsidiary (April 9, 1999) to December 31, 1999.
As of December 31, 2000, assets consisted primarily of cash and inventory with a
combined net book value of $39,733. Liabilities were $358,130 and $141,100 as of
December 31, 2000 and for the period from inception of the Company's  subsidiary
(April 9, 1999) to December  31,  1999  respectively.  As of  December  31, 2000
liabilities consisted primarily of notes payable and accrued expenses.

Stockholders' Deficit

         Stockholders'  deficit  was  ($299,861)  as of  December  31,  2000 and
($106,748) for the period from inception of the Company's  subsidiary  (April 9,
1999) to December 31, 1999.

         In May 2000, the Company entered into the Share Exchange with Crown and
its  shareholders  which had been formed in April 1999.  The  exchange  was made
whereby  the  Company  issued  10,000,000  shares  of its  Common  Stock  to the
shareholders of Crown for all of the issued and  outstanding  stock of Crown. As
part of the exchange,  Dauplaise and Lockhart each received  4,597,500 shares of
the  Company's  Common Stock.  This  offering was conducted  pursuant to the 506
Exemption  and  the  Florida  Exemption.  See  Part  III,  Item  10.  "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         In October  2000,  the Company  issued a total of 86,000  shares of its
Common  Stock to three (3)  persons.  Bradley  Kline has  served as a  financial
consultant to Crown since October 1999. No contract  between either Crown or the
Company and Mr. Kline exists. Melvin Correll and Glenna Correll have also served
as  consultants  to Crown.  They  introduced  Crown to  several  doctors  in the
Orlando,  Florida area who are interested in Crown's live blood microscopy work.
No contract  exists.  Richard  Wilson,  who received  60,000 of the shares,  was
inadvertently  left off the list of Crown  shareholders  when the Share Exchange
took place in May 2000.  For such  offering,  the  Company  relied  upon the 506
Exemption  and  the  Florida   Exemption.   See  Part  III,  Item  12.  "Certain
Relationships and Related Transactions".

Financial Condition, Liquidity and Capital Resources

         At  December  31, 2000 the  Company  had cash and cash  equivalents  of
$19,832 as compared to $20 as of December 31, 1999.

         In August 2000, the Company executed a promissory note in the amount of
twenty-five  thousand dollars ($25,000) in favor of Kevin Thomas,  which note is
convertible in the sole  discretion of the holder,  into shares of the Company's
restricted Common Stock at a conversion price of $0.25 per share. The note bears
interest at a rate of twelve percent (12%) per annum. The note was due


                                       24

<PAGE>



November  30,  2000,  however the maker and the holder  orally  agreed to extend
maturity for an additional ninety (90) days, based upon the terms and conditions
of the original  note.  No additional  documentation  was produced in connection
with  such  extension.  For  such  offering,  the  Company  relied  upon the 506
Exemption  and  the  Florida   Exemption.   See  Part  III,  Item  12.  "Certain
Relationships and Related Transactions".

         In December 2000, the Company executed a convertible promissory note in
favor of Margaret  Schrock in the  principal  amount of $25,000.  The note bears
interest  at a rate of twelve  percent  (12%) per annum and is due June 5, 2001.
The note is  convertible  at the option of the holder to shares of the Company's
restricted  Common Stock at a price of $0.25 per share or fifty percent (50%) of
the average bid price for the first three (3) weeks of public trading, whichever
is lower.  For such offering,  the Company relied upon the 506 Exemption and the
Florida  Exemption.  See Part III, Item 12. "Certain  Relationships  and Related
Transactions".

         The Company may raise additional  capital through private and/or public
sales of securities in the future but has no definite commitments at this time.

Forward-Looking Statements

         This Form  10-KSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-KSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
demand for the  Company's  products and  services,  expansion  and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-KSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.


                                       25

<PAGE>



Item 7. Financial Statements

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


                                       26

<PAGE>




                               BIO-ONE CORPORATION

                        Consolidated Financial Statements

                           December 31, 2000 and 1999




<PAGE>



                               BIO-ONE CORPORATION


                                Table of Contents



Independent Auditor's Report................................................F-1

Financial Statements:

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

         Consolidated Statements of Operations..............................F-4

         Consolidated Statements of Changes in Stockholders' Equity.........F-5

         Consolidated Statements of Cash Flows..............................F-6

Notes to Consolidated Financial Statements..................................F-7





<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,  2000 and 1999 and the  related  consolidated
statements of operations,  changes in stockholders'  equity,  and cash flows for
the year ended December 31, 2000 and the period from  inception  (April 9, 1999)
through  December 31, 1999.  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  generally   accepted  auditing
standards.  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, 2000 and 1999, and the results of their  operations and their
cash flows for the year ended  December  31, 2000 and the period from  inception
(April 9, 1999) through December 31, 1999, in conformity with generally accepted
accounting principles.






January 17, 2001
Maitland, Florida



                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                               BIO-ONE CORPORATION

                           Consolidated Balance Sheets

                           December 31, 2000 and 1999

                              Assets
                                                                                     2000                  1999
                                                                                ----------------      ----------------
<S>                                                                             <C>                   <C>
Current assets:
          Cash                                                                  $         19,832                    20
          Accounts receivable                                                              1,930                    34
          Inventory                                                                       19,901                28,141
                                                                                ----------------      ----------------

             Total current assets                                                         41,663                28,195

Furniture and Equipment                                                                   18,035                 6,619

          Less accumulated depreciation                                                    3,129                   662
                                                                                ----------------      ----------------

          Net equipment                                                                   14,906                 5,957

Other assets:

                   Deposits                                                                1,700                   200
                                                                                ----------------      ----------------

                                                                                $         58,269                34,352
                                                                                ================      ================
</TABLE>







                                                                     (Continued)


                       See accompanying notes to financial
                                  statements.





                                       F-2

<PAGE>




<TABLE>
<CAPTION>
                               BIO-ONE CORPORATION

                     Consolidated Balance Sheets - Continued


                              Liabilities and Stockholders' Equity

                                                                                             2000        1999
                                                                                ----------------- ------------------
<S>                                                                             <C>               <C>
Current liabilities:
      Accounts payable                                                           $         30,160             46,350
      Notes payable (note 5)                                                              124,502                  -
      Accrued expenses (note 4)                                                           203,468             94,750
                                                                                ----------------- ------------------

                    Total current liabilities                                             358,130            141,100
                                                                                ----------------- ------------------


Stockholder's equity:

Common stock ($.001 par value; 100 million shares  authorized;  9,844,999 shares
     at December 31, 2000 and 4,994,500 shares at
     December 31, 1999 issued and outstanding)                                              9,845             49,945
Preferred stock ($.001 par value; 10,000,000 shares authorized;
     none issued)                                                                               -                  -
      Additional paid-in capital                                                          279,255             70,555
      Stock subscriptions receivable                                                            -             (3,500)
      Accumulated deficit                                                                (588,961)          (223,748)
                                                                                ----------------- ------------------

                   Total stockholders' equity                                            (299,861)          (106,748)
                                                                                ----------------- ------------------

                                                                                 $         58,269             34,352
                                                                                ================= ==================
</TABLE>





                       See accompanying notes to financial
                                  statements.




                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                               BIO-ONE CORPORATION

                      Consolidated Statements of Operations

                        Year ended December 31, 2000 and
                    the period from inception (April 9, 1999)
                            through December 31, 1999

                                                                                             2000        1999
                                                                                -----------------   --------------
<S>                                                                             <C>                 <C>
Revenue:
      Product sales                                                              $         75,447           47,425
      Consulting fees                                                                           -           40,000
                                                                                -----------------   --------------

                 Total sales                                                               75,447           87,425

Cost of goods sold                                                                         35,570           27,049
                                                                                -----------------   --------------

                 Gross profit                                                              39,877           60,376

Selling, general and administrative:
      Professional fees                                                                   231,898          156,651
      Salaries                                                                            115,718           94,750
      Rent                                                                                 16,700                -
      Other administrative                                                                 37,441           32,723
                                                                                -----------------   --------------
                 Total selling, general and administrative                                401,757          284,124
                                                                                -----------------   --------------

Other income (expense):
      Interest expense                                                                     (3,333)               -
                                                                                -----------------   --------------

                               Net loss                                         $        (358,547)  $     (223,748)
                                                                                =================   ==============

Loss per common share:
      Basic                                                                     $            (.06)           (0.05)
                                                                                =================   ==============
      Diluted                                                                   $            (.06)           (0.05)
                                                                                =================   ==============

Weighted average number of common shares outstanding:
      Basic                                                                             6,232,900        4,924,900
                                                                                =================   ==============
      Diluted                                                                           6,432,900        4,924,900
                                                                                =================   ==============
</TABLE>


                       See accompanying notes to financial
                                  statements.


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                               BIO-ONE CORPORATION

           Consolidated Statements of Changes in Stockholders' Equity

                Year ended December 31, 2000 and the period from
              inception (April 9, 1999) through December 31, 1999



                                                               Additional                   Stock
                                           Common Stock         Paid-in      Treasury    Subscription   Accumulated
                                      Shares         Amount     Capital        Stock      Receivable      Deficit          Total
                                    -----------  ------------ ------------  -----------  -------------  -------------  ------------
<S>                                 <C>          <C>          <C>           <C>          <C>            <C>            <C>
Balances, April 9, 1999                       -   $         -            -            -              -              -             -

Common stock subscribed               4,564,500        45,645      (42,145)           -         (3,500)             -             -

Common stock issued for cash            430,000         4,300      112,700            -              -              -       117,000

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

Balances, December 31, 1999           4,994,500        49,945       70,555            -         (3,500)      (223,748)     (106,748)

Common stock issued for cash            390,000         3,900       35,100            -              -              -        39,000

Common stock issued for services         51,000           510        4,590            -              -              -         5,100

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

Reverse acquisition                   1,700,000       (87,040)     103,040            -              -              -        16,000

Common stock issued for cash            140,000           140       34,860            -              -              -        35,000

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

Common stock issued for cash            239,999           240       69,760            -              -              -        70,000

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

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

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

Balances, December 31, 2000           9,844,999  $      9,845      279,255            -              -       (588,961)     (299,861)
                                    ===========  ============ ============  ===========  =============  =============  ============
</TABLE>


                            See accompanying notes to
                             financial statements.




                                      F-5


<PAGE>



<TABLE>
<CAPTION>
                               BIO-ONE CORPORATION

                      Consolidated Statements of Cash Flows

                      Year ended December 31, 2000 and the
                      period from inception (April 9, 1999)
                            through December 31, 1999

                                                                                     2000                  1999
                                                                                ---------------      --------------
<S>                                                                             <C>                  <C>
Cash flows used in operating activities:
    Net loss                                                                    $      (365,213)           (223,748)
    Adjustments to reconcile net loss to net
    cash used in operating activities:
         Depreciation and amortization                                                    2,467                 662
         Common stock issued for services                                                 5,100                   -
         Changes in:
              Accounts receivable                                                        (1,896)                (34)
              Inventory                                                                   8,240             (28,141)
              Other assets                                                               (1,500)               (200)
              Accounts payable                                                          (16,190)             46,350
              Accrued expenses                                                          124,718              94,750
                                                                                ---------------      --------------

                 Net cash used in operating activities                                 (244,274)           (110,361)
                                                                                ---------------      --------------

Cash flows from investing activities:
    Purchase of equipment                                                               (11,416)             (6,619)
                                                                                ---------------      --------------

                 Net cash used in investing activities                                  (11,416)             (6,619)
                                                                                ---------------      --------------

Cash flows from financing activities:
    Issuance of common stock                                                            151,000             117,000
    Proceeds from notes payable                                                         124,502                   -
                                                                                ---------------      --------------

                 Net cash provided by financing activities                              275,502             117,000
                                                                                ---------------      --------------

Net increase in cash                                                                     19,812                  20

Cash, beginning of period                                                                    20                   -
                                                                                ---------------      --------------

Cash, end of period                                                             $        19,832      $           20
                                                                                ===============      ==============

Supplemental disclosure of cash flows information:
    Cash paid during the year for interest                                      $         3,333                   -
                                                                                ===============      ==============
</TABLE>


                       See accompanying notes to financial
                                  statements.


                                       F-6

<PAGE>



                               BIO-ONE CORPORATION

                   Notes to Consolidated Financial Statements
                                December 31, 2000

(1)  Organization and Significant Accounting Policies

     (a)  Organization

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

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

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

          The Company's  revenues will be generated with strategic  acquisitions
          within an  industry  poised for  consolidation  and also  through  the
          manufacturing and distribution of nutritional supplement products. The
          Company  is  prepared  to launch  distribution  pipelines  through  E-
          Commerce,  retail stores,  infomercials,  microscopy centers,  and the
          Equine 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 the company 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.

     (b)  Revenue Recognition

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


                                       F-7

<PAGE>



                               BIO-ONE CORPORATION
                   Notes to Consolidated Financial Statements


(1)  Organization and Significant Accounting Policies - (Continued)

     (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.

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

     (e)  Use of Estimates

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

     (f)  Fair Value of Financial Instruments

          The carrying value of the Company's financial instruments approximates
          fair  value  due to the  short-term  nature of such  assets.  Deposits
          payable are not current;  however, in the case of deposits, no defined
          maturity  exists.  As such,  the carrying value and the fair value are
          assumed to be equal.

     (g)  Credit Risks

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



                                       F-8

<PAGE>



                               BIO-ONE CORPORATION

                   Notes to Consolidated Financial Statements

(2)  Income Taxes

     At December 31, 2000, the Company had a net operating loss carryforward for
     income tax purposes of approximately $500,000, 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)  Earnings (loss) per Share

     Effective  December 31, 1997, FAS 128 "Earnings per Share"  requires a dual
     presentation of earnings per share-basic and diluted. Basic loss per common
     share has been computed by dividing net loss by the weighted average number
     of common  shares  outstanding  of 6,237,700 in 2000 and 4,924,900 in 1999.
     Diluted earnings per share has been computed by dividing net loss,  reduced
     by the amount of interest  expense on  convertible  debt,  by the  weighted
     average number of common shares outstanding, including the dilutive effects
     of the  convertible  debt of  6,237,900  and  4,924,500  in 2000 and  1999,
     respectively.

(4)  Commitments

     The Company has entered into employment agreements with two of its founding
     directors  requiring  aggregate  annual  salaries of $240,000  beginning in
     April  1999.  At  December  31,  2000  and  1999,   $203,468  and  $94,750,
     respectively, remained to be paid.

(5)  Notes Payable

<TABLE>
<S>                                                                   <C>
Note payable to bank,  bearing  interest at the bank's prime
rate  (9.5% at  September  30,  2000),  due  March 1,  2001,
collateralized by accounts receivable and inventory.                  $   74,502

Notes payable to individuals,  bearing  interest at 12%, due
at various dates in 2001.  Convertible into common shares of
the Company at a conversion price of $0.25 per share.                     50,000

                                                                      $  124,502
                                                                      ==========
</TABLE>



                                       F-9

<PAGE>


                               BIO-ONE CORPORATION

                   Notes to Consolidated Financial Statements


(6)  Stock Purchase Warrants

     The Company  has issued to existing  shareholders  400,000  stock  purchase
     warrants.  The warrants are  exercisable  at $0.25 per share and expire six
     months from the date on which the  Company's  common stock is quoted on the
     Over the Counter Bulletin Board.

     The Company has also issued an additional  180,000 stock purchase  warrants
     to other existing shareholders. These warrants are exercisable at $1.00 per
     share or 80% of the  average  bid price for the first three weeks of public
     trading,  whichever is lower.  These warrants expire twelve months from the
     date on which the Company's  common stock is quoted on the Over the Counter
     Bulletin Board.







                                      F-10

<PAGE>



Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         The Company has used the accounting firm of Parks, Tschopp,  Whitcomb &
Orr, P.A. since May 2000,  following the Share  Exchange.  Their address is 2600
Maitland Center Parkway, Suite 330, Maitland, FL 32751. There has been no change
in the Company's  independent  accountant  during the period commencing with the
Company's  retention of Parks,  Tschopp,  Whitcomb & Orr, P.A.  through the date
hereof.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

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

Name                    Age               Position(s) with Company
---------------         -----             ------------------------
Armand Dauplaise        61                Chairman and President

Kevin Lockhart          48                Secretary

         All  directors  hold  office  until  the  next  annual  meeting  of the
Company's shareholders and until their successors have been elected and qualify.
Officers  serve at the  pleasure of the Board of  Directors.  The  officers  and
directors  will devote such time and effort to the  business  and affairs of the
Company as may be  necessary  to perform  their  responsibilities  as  executive
officers and/or directors of the Company.

Family Relationships

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

Business Experience

ARMAND DAUPLAISE

         Mr. Dauplaise's  career of thirty (30) years as a  professional manager
spans four (4) different  industries in food products and services,  with senior
management  responsibilities  at  the  CEO  and  COO  level.  He  has  extensive
experience in management,  operations,  marketing, mergers and acquisitions. Mr.
Dauplaise has received  numerous  industry  awards for service,  performance and
leadership.  He  has  served  in  leadership  positions  with  the  Burger  King
Corporation,  Hardees,  Hallmark  Cards,  National  Coffee,  Coffee Butler,  and
Premier  Services.  Prior to his current  position as President  of Bio-One,  he


                                       39

<PAGE>



served as the Chief Operating Officer at Leffler  Enterprises where he developed
and updated policies,  procedures,  systems, and the business plan to facilitate
growth from $11 million to $20 million annually while also  identifying  $60,000
in annual savings. He also designed the Client Service Program, Preferred Client
Rebate Program and the Property  Enhancement  Program,  which differentiated the
company from its competition.

         As President of Restoring  Services,  Mr.  Dauplaise  led a floundering
franchise  through an industry  crisis,  assuming  complete  responsibility  for
management, administration,  marketing, and employee supervision. He also guided
the franchise to a top-five  ranking out of two hundred  fifty (250)  nationwide
locations. While President of Premier Services Mr. Dauplaise built and managed a
snack and beverage vending leader  encompassing five divisions,  100+ employees,
and branch  operations  in four states by  utilizing  an industry  consolidation
concept.  He created a "total  refreshment  service" concept,  which represented
thirty five percent  (35%) of company  sales.  He devised a strategy  that added
four new markets and augmented sales by three million dollars  ($3,000,000).  He
also  constructed  a marketing  plan for an  institutional  food  division  that
bolstered  sales by five  hundred  percent  (500%) and profits by seven  hundred
percent (700%).

KEVIN LOCKHART

         As President of Green Pearls  International,  Kevin Lockhart launched a
marketing and promotional program to sell and distribute natural health products
direct to retail consumers through  approximately  fifty to seventy five (50-75)
authorized  distributors,  including the formulation of new products and designs
to address basic nutritional needs. In addition, he provided seminars to advance
and educate  consumers on  supplements  and natural  alternatives,  such as Live
Blood Cell  Microscopy.  He also founded Green Supreme Labs which  developed the
proprietary  formulas  for the  nutritional  supplements  product  line.  As the
founder of Crown Institute,  he developed the microscopy testing program and its
training  procedures.  At Crown  Institute,  he also  developed and improved the
procedures for training and the equipment  utilized for the microscopy  testing.
Additionally,  he formed an alliance with City College of Florida located in Ft.
Lauderdale  to  train  and  provide   competency   certification  for  ten  (10)
professionals  in Live  Blood  Analysis  Microscopy.  This  was  Mr.  Lockhart's
contribution to the formation of Bio-One Corporation.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         No Director,  Officer,  Beneficial Owner of more than ten percent (10%)
of any  class of equity  securities  of the  Company  failed to file on a timely
basis  reports  required by Section  16(a) of the  Exchange  Act during the most
recent fiscal year or prior fiscal years.



                                       40

<PAGE>



Item 10. Executive Compensation

<TABLE>
<CAPTION>
Name            Year   Annual      Annual            LT
and Post               Comp        Comp      Annual  Comp     LT               All
                        Salary     Bonus     Comp    Rest     Comp     LTIP    Other
                       (2)(3)(4)   ($)       Other   Stock    Options  Payouts (1)
                       (5)
<S>             <C>    <C>
Armand          1999   $120,000
Dauplaise,
President       2000   $120,000
and Vice-
Chairman
Kevin           1999   $120,000
Lockhart,
Secretary       2000   $120,000
and Vice-
Chairman
----------------------------
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

(2)  In May 2000, the Company entered into the Share Exchange with Crown and its
     shareholders  which had been formed in April 1999.  The  exchange  was made
     whereby the Company  issued  10,000,000  shares of its Common  Stock to the
     shareholders of Crown for all of the issued and outstanding stock of Crown.
     As part of the exchange,  Dauplaise  and Lockhart  each received  4,597,500
     shares of the Company's Common Stock. This offering was conducted  pursuant
     to the 506  Exemption  and the Florida  Exemption.  See Part III,  Item 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

(3)  In May 2000, the Company  entered into an employment  agreement with Armand
     Dauplaise to be the Company's  Vice-Chairman  and President.  Mr. Dauplaise
     draws a base  salary of  $120,000  annually  and is  entitled  to a monthly
     vehicle  allowance  of $350 per month.  The term of the  agreement is for a
     period of one (1) year and automatically renews for successive one (1) year
     terms.  See Part III, Item 11.  "Security  Ownership of Certain  Beneficial
     Owners and Management";  and Part III, Item 12. "Certain  Relationships and
     Related Transactions".

(4)  In May 2000,  the Company  entered into an employment  agreement with Kevin
     Lockhart to be the Company's  Vice-Chairman  and  Secretary.  Mr.  Lockhart
     draws a base  salary of  $120,000  annually  and is  entitled  to a monthly
     vehicle  allowance  of $350 per month.  The term of the  agreement is for a
     period of one (1) year and automatically renews for successive one (1) year
     terms.  See Part III, Item 11.  "Security  Ownership of Certain  Beneficial
     Owners and Management";  and Part III, Item 12. "Certain  Relationships and
     Related Transactions".

                                       41

<PAGE>




(5)  In October 2000, Armand Dauplaise,  the Company's current Vice-Chairman and
     President and Kevin  Lockhart,  the  Company's  current  Vice-Chairman  and
     Secretary donated 1,047,500 shares each back to the Company in an effort to
     reduce the issued and outstanding stock of the Company.  See Part III, Item
     11. "Security  Ownership of Certain Beneficial Owners and Management";  and
     Part III, Item 12. "Certain Relationships and Related Transactions".

Compensation of Directors

         The Company has no standard arrangements for compensating the directors
of the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets forth  information  as of December 31, 2000,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.

<TABLE>
<CAPTION>
Name and Address of           Title of     Amount and Nature of       Percent of
Beneficial Owner               Class        Beneficial Owner             Class
--------------------------- -----------   -----------------------   ------------
<S>                           <C>           <C>                         <C>
Armand Dauplaise(1)(2)(4)     Common        3,500,000                   35.6%
760 Sybilwood Circle
Winter Springs, FL 32708

Kevin Lockhart(1)(3)(4)       Common        3,500,000                   35.6%
1845 Alaqua Drive
Longwood, FL 32776

All Executive Officers and
Directors as a Group          Common        7,000,000                   71.2%
(Two (2) persons)
-------------------
</TABLE>

(1)  In May 2000, the Company entered into the Share Exchange with Crown and its
     shareholders  which had been formed in April 1999.  The  exchange  was made
     whereby the Company  issued  10,000,000  shares of its Common  Stock to the
     shareholders of Crown for all of the issued and outstanding stock of Crown.
     As part of the exchange,  Dauplaise  and Lockhart  each received  4,597,500
     shares of the Company's Common Stock. This offering was conducted  pursuant
     to the 506  Exemption  and the Florida  Exemption.  See Part III,  Item 12.
     "Certain Relationships and Related Transactions".

                                       42

<PAGE>




(2)  In May 2000, the Company  entered into an employment  agreement with Armand
     Dauplaise to be the Company's  Vice-Chairman  and President.  Mr. Dauplaise
     draws a base  salary of  $120,000  annually  and is  entitled  to a monthly
     vehicle  allowance  of $350 per month.  The term of the  agreement is for a
     period of one (1) year and automatically renews for successive one (1) year
     terms.  See  Part  III,  Item  12.  "Certain   Relationships   and  Related
     Transactions".

(3)  In May 2000,  the Company  entered into an employment  agreement with Kevin
     Lockhart to be the Company's  Vice-Chairman  and  Secretary.  Mr.  Lockhart
     draws a base  salary of  $120,000  annually  and is  entitled  to a monthly
     vehicle  allowance  of $350 per month.  The term of the  agreement is for a
     period of one (1) year and automatically renews for successive one (1) year
     terms.  See  Part  III,  Item  12.  "Certain   Relationships   and  Related
     Transactions".

(4)  In October 2000, Armand Dauplaise,  the Company's current Vice-Chairman and
     President and Kevin  Lockhart,  the  Company's  current  Vice-Chairman  and
     Secretary donated 1,047,500 shares each back to the Company in an effort to
     reduce the issued and outstanding stock of the Company.  See Part III, Item
     12. "Certain Relationships and Related Transactions".

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

Item 12. Certain Relationships and Related Transactions

         In May 2000, the Company entered into the Share Exchange with Crown and
its  shareholders  which had been formed in April 1999.  The  exchange  was made
whereby  the  Company  issued  10,000,000  shares  of its  Common  Stock  to the
shareholders of Crown for all of the issued and  outstanding  stock of Crown. As
part of the exchange,  Dauplaise and Lockhart each received  4,597,500 shares of
the  Company's  Common Stock.  This  offering was conducted  pursuant to the 506
Exemption and the Florida Exemption.

         In May 2000, the Company issued 100,000 shares of its restricted Common
Stock to three (3) persons for their services to the Company in connection  with
the Share Exchange. For such offering, the Company relied upon the 506 Exemption
and the Florida Exemption.

         In May 2000,  the Company  entered into an  employment  agreement  with
Armand Dauplaise to be the Company's Vice-Chairman and President.  Mr. Dauplaise
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and automatically renews for successive one (1) year terms.

         In May 2000,  the Company  entered into an  employment  agreement  with
Kevin Lockhart to be the Company's  Vice-Chairman  and Secretary.  Mr.  Lockhart
draws a base salary of $120,000  annually  and is entitled to a monthly  vehicle
allowance  of $350 per month.  The term of the  agreement is for a period of one
(1) year and automatically renews for successive one (1) year terms.


                                       43

<PAGE>



         In June 2000, the Company sold 40,000 shares of its  restricted  Common
Stock to one (1) investor for $10,000.  For such  offering,  the Company  relied
upon the 506 Exemption and the Florida Exemption.

         In July 2000, the Company sold 100,000 shares of its restricted  Common
Stock to one (1)  investor.  The  Company  also  issued a warrant to purchase an
additional  400,000  shares of the  Company's  restricted  Common  Stock,  which
warrant is  exercisable at a price of $0.25 per share.  The warrants  expire six
(6) months from the date on which the  Company's  Common  Stock is quoted on the
Over the Counter Bulletin Board. The Company received a total of $25,000 for the
investment. For such offering, the Company relied upon the 506 Exemption and the
Florida Exemption.

         In August 2000, the Company executed a promissory note in the amount of
twenty-five  thousand dollars ($25,000) in favor of Kevin Thomas,  which note is
convertible in the sole  discretion of the holder,  into shares of the Company's
restricted Common Stock at a conversion price of $0.25 per share. The note bears
interest at a rate of twelve percent (12%) per annum.  The note was due November
30, 2000,  however the maker and the holder orally agreed to extend maturity for
an  additional  ninety  (90) days,  based upon the terms and  conditions  of the
original note. No additional  documentation was produced in connection with such
extension.  For such offering, the Company relied upon the 506 Exemption and the
Florida Exemption.

         In August 2000, Crown entered into a lease with Daniel Jack Co. for the
premises  located at 310 Waymont  Court,  Suite 100,  Lake Mary,  FL 32746.  The
property consists of approximately 1,500 square feet and serves as the Company's
headquarters.  The term was through  December 31, 2000. The Company made monthly
payments in advance in the amount of $2,250.

         In October 2000, Armand Dauplaise,  the Company's current Vice-Chairman
and  President  and Kevin  Lockhart,  the Company's  current  Vice-Chairman  and
Secretary  donated  1,047,500  shares  each back to the  Company in an effort to
reduce the issued and outstanding stock of the Company.

         In October  2000,  the Company  issued a total of 86,000  shares of its
Common  Stock to three (3)  persons.  Bradley  Kline has  served as a  financial
consultant to Crown since October 1999. No contract  between either Crown or the
Company and Mr. Kline exists. Melvin Correll and Glenna Correll have also served
as  consultants  to Crown.  They  introduced  Crown to  several  doctors  in the
Orlando,  Florida area who are interested in Crown's live blood microscopy work.
No contract  exists.  Richard  Wilson,  who received  60,000 of the shares,  was
inadvertently  left off the list of Crown  shareholders  when the Share Exchange
took place in May 2000.  For such  offering,  the  Company  relied  upon the 506
Exemption and the Florida Exemption.

         In November  2000,  the Company sold 140,000 shares of its Common Stock
to one (1)  investor for  $35,000.  The Company  issued a warrant to purchase an
additional  180,000 shares of the Company's Common Stock at an exercise price of
$1.00 per share or eighty  percent  (80%) of the average bid price for the first
three (3) weeks of public  trading,  whichever  is lower.  The  warrants  expire


                                       44

<PAGE>



twelve (12) months from the date on which the Company's Common Stock is approved
for quotation on the Over the Counter  Bulletin  Board.  For such offering,  the
Company relied upon the 506 Exemption and the Florida Exemption.

         In December 2000, the Company executed a convertible promissory note in
favor of Margaret  Schrock in the  principal  amount of $25,000.  The note bears
interest  at a rate of twelve  percent  (12%) per annum and is due June 5, 2001.
The note is  convertible  at the option of the holder to shares of the Company's
restricted  Common Stock at a price of $0.25 per share or fifty percent (50%) of
the average bid price for the first three (3) weeks of public trading, whichever
is lower.  For such offering,  the Company relied upon the 506 Exemption and the
Florida Exemption.

         In December  2000,  the Company  sold a total of 139,999  shares of its
Common Stock to four (4) investors for a total of $34,999.99.  No memorandum was
used in connection with the sale. For such offering, the Company relied upon the
506 Exemption and the Florida Exemption.

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

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

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

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

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

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

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

4.3      [2]   Convertible Note in favor of Margaret Schrock dated December 5, 2000.

10.1     [1]   Share Exchange Agreement between the Company and Crown Enterprises, Inc. dated
               May 20, 2000.

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

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


                                       45

<PAGE>


<TABLE>
<S>      <C>   <C>
10.4     [1]   Lease Agreement between Crown Enterprises and Daniel Jack Co. dated August 15,
               2000.

10.5     [2]   Commitment letter from VFM Venture Fund Management, LLC dated June 29,
               2000.
-----------------------
</TABLE>

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

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

(b)   No reports on Form 8-K have been filed.















                                       46

<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 and 15(d) of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                               Bio-One Corporation
                                  (Registrant)


Date: March 9, 2001        By: /s Armand Dauplaise
                           ------------------------------------------------
                                    Armand Dauplaise, President and Chairman

                           By: /s/ Kevin Lockhart
                           ------------------------------------------------
                           Kevin Lockhart, Secretary

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

Signature                           Title                           Date
--------------                     ---------------               -----------


/s/ Armand Dauplaise
-----------------------------
Armand Dauplaise                    President and Chairman         March 9, 2001

/s/ Kevin Lockhart
-----------------------------
Kevin Lockhart                      Secretary                      March 9, 2001





                                       47