Bio One Corporation

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8515 / December 16, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11775

I.

The Commission's public official files disclose that:

On April 14, 2004, Bio One Corporation ("Bio One"), with offices located at 1630 Winter Springs Blvd., Winter Springs, FL, filed a registration statement with the Commission. That registration statement was amended on May 6, 2004. The amended registration statement described 293,384,616 shares of common stock to be sold by Cornell Capital Partners LP ("CCP") and Newbridge Securities Corp. CCP provided financing to Bio One through a series of agreements, including a debenture and standby equity distribution agreement ("the Second Equity Line"). Bio One filed the registration statement for the resale of the common stock by CCP pursuant to that Second Equity Line. CCP was an "underwriter" under the meaning of the Securities Act of 1933. The amended registration statement was declared effective on May 11, 2004.

II.

Bio One has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, Bio One, without admitting or denying the findings in this Order Instituting Proceedings Pursuant to Section 8(d) of the Securities Act Of 1933, Making Findings and Issuing Stop Order ("Order"), consents to the entry by the Commission making findings and issuing a stop order as set forth herein.

III.

On the basis of this Order and the Offer submitted by Bio One, the Commission finds¹ that:

1. On April 14, 2004, Bio One, with offices located at 1630 Winter Springs Blvd., Winter Springs, FL, filed a registration statement with the Commission. That registration statement was amended on May 6, 2004. The registration statement as amended described 293,384,616 shares of common stock to be sold by Cornell Capital Partners LP and Newbridge Securities Corp. The registration statement as amended was declared effective on May 11, 2004.

2. On February 4, 2004, Bio One acquired a business, American Nutritional Exchange ("ANE"). The May 6, 2004 amended registration statement fails to include the unqualified, audited financial statements for ANE, as required by the Commission's regulations governing the offer and sale of securities to the public. Bio One filed ANE's financial statements on Form 8-K on November 2, 2004 and November 3, 2004.

3. On March 31, 2004, Bio One acquired a business, Interactive Nutrition International, Inc. ("INI"). The May 6, 2004 amended registration statement fails to include the unqualified, audited financial statements for INI, as required by the Commission's regulations governing the offer and sale of securities to the public. Bio One has not filed unqualified, audited financial statements for INI.

4. On April 5, 2004, Bio One acquired a business, Weifang Shengtai Medicine Co. Ltd. ("Shengtai"). The May 6, 2004 amended registration statement fails to include the unqualified, audited financial statements for Shengtai, as required by the Commission's regulations governing the offer and sale of securities to the public. Bio One filed Shengtai's financial statements on Form 8-K on November 26, 2004.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction specified in the Offer submitted by Bio One.

ACCORDINGLY, IT IS ORDERED that the effectiveness of the registration statement filed by Bio One and all amendments thereto, be, and it hereby is, suspended.

By the Commission.

¹ The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.