UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission file number 333-136643
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| (Exact Name of Registrant as Specified In Its Charter) |
| | |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
19950 West Country Club Drive, Suite 100, Aventura, Florida 33180 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | | |
| | (Registrant's Telephone Number, Including Area Code) | |
20900 NE 30th Avenue Suite 842 Aventura Florida 33180
Former Name and Address
Securities registered under Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
(Title of Class)
_____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d0 of the act. Yes o No þ
Indicate by check mark whether the registrant: (1) has 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in rule 12-b-2 of the Exchange Act. (Check One):
Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer o Smaller Reporting Company þ
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No þ
The aggregate market value of the registrants voting and non-voting common equity held by non-affiliates as of December 31, 2010, was approximately $12,602,431.
The number of shares of common stock outstanding as of March 15, 2011 was 6,725,862.
| EXPLANATORY NOTE | 1 |
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| PART III | | |
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| Item 11. | Executive Compensation | |
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| Item 15. | Exhibits and Financial Statement Schedules | |
| | | 2 |
| SIGNATURES | |
| | | 3 |
| EXHIBIT INDEX | |
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| Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
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| Exhibit 31.2 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
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EXPLANATORY NOTE
This amendment on Form 10-K/A (Amendment No.1) is being filed by ONE Bio, Corp. (“the Company”) to reflect a certain revision to our Annual Report filed on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the SEC on March 31, 2011 (the “Original Annual Report”). This Amendment No.1 is intended to clarify the certain item in our Form 10-K as follows:
(1) Updated Item 11 Executive Compensation
PART III
Item 11. Executive Compensation
The following is a summary of the compensation paid by ONE Bio, Corp to its Chief Executive Officer’s for the years ended December 31, 2010 and December 31, 2009. None of our current executive officers were employees of the Company during the year ended December 31, 2008. The Company’s sole executive officers during the year ended December 31, 2008, were the Company’s President and CFO John L. Corn and the Company’s Secretary Susan E. Corn. During the year ended December 31, 2008, the only compensation paid by the Company to its executive officers was $32,000 paid to John L. Corn.
| Name and Principal Position | | Fiscal Year | | | Salary | | | Bonus | | | Stock
Awards | | | Option
Awards | | | Non-Equity
Incentive
Plan | | | All other
Compensation | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michael Weingarten | | 2010 | | | $ | 120,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 120,000 | |
| Chairman | | 2009 | | | $ | 80,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 80,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marius Silvasan | | 2010 | | | $ | 120,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 120,000 | |
| CEO and President | | 2009 | | | $ | 80,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 80,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cris Neely | | 2010 | | | $ | 182,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 182,000 | |
| CFO | | 2009 | | | $ | 40,000 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 40,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John Com (1) | | 2008 | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | 32,000 | | | $ | 32,000 | |
| CEO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Contracted Services, Inc | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) John Corn resigned effective June 2009 with the acquisition of the company by Abacus Global Investments.
Stock Option Awards
The Company’s 2010 Stock Option Plan (“the “Plan”) provides for the issuance of a maximum of 4,500,000 of the issued and outstanding common shares at an exercise price equal to or greater than the market price of the Company’s common shares on the date of the grant to directors, officers, employees and consultants to the Company. The option period for options granted under the Plan is for a maximum period of 5 years. Options granted may be vested over certain time periods within the option period, which will limit the number of options that may be exercised. Each stock option is exercisable into one common share of the Corporation at the price specified in the terms of the option.
In January 2010 the Company issued 15,000 and 500 options at an exercise price of $30.45 and $30.00 per share respectively with a vesting period of 5 years to its non-employee directors. In September 2009, the Company issued 534,000 options to its management staff at exercise prices ranging from $15.00 to $18.75 per share with varied vesting schedules. No options were issued during 2008.
As of September 30, 2010, the 534,000 options issued to its management staff were cancelled.
Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized this 21st day of April, 2011.
| | ONE Bio, CORP. | |
| | | | |
| | By: | /s/ Marius Silvasan | |
| | | Marius Silvasan | |
| | | Chief Executive Officer | |
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