SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

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

For the Quarterly period ended March 31, 2009

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

For the transition period from _______________ to _______________

                       Commission file number: 333-146744

                              MACH ONE CORPORATION
                   -----------------------------------------
        (Exact name of small business issuer as specified in its charter)

                Nevada                               88-0338837
   -------------------------------      ------------------------------------
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   Incorporation or organization)

                    974 Silver Beach Road, Belgium, WI 53004
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (888) 400-7179
                             -----------------------
                           (Issuer's telephone number)


                    6430 Congress Drive, West Bend, WI 53095
                    ----------------------------------------
       (Former name, former address and former fiscal year, if applicable)


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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 [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

     Large accelerated filer     [ ]         Accelerated filer [ ]
     Non-accelerated filer       [ ]         Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2) of the Exchange Act. Yes [ ] No [X]

As of May 15, 2009, 131,833,880 shares of common stock were outstanding.

<PAGE>

                              MACH ONE CORPORATION

                                      INDEX

Part I - FINANCIAL INFORMATION

   Item 1    Financial Statements
             Balance Sheets at March 31, 2009 (unaudited) and
             December 31, 2008 (audited)                                      2
             Statements of Operations for the three months ended
             March 31, 2009 and 2008 (unaudited)                              3
             Statements of Cash Flows for the three months ended
             March 31, 2009 and 2008 (unaudited)                              4
             Notes to Financial Statements (unaudited)                        5
   Item 2    Management's Discussion and Analysis or Plan of
             Operations                                                      16
   Item 3    Qualitative and Quantitative Disclosures about
             Market Risk                                                     18
   Item 4T   Controls and Procedures                                         18

Part II OTHER INFORMATION

   Item 1    Legal Proceedings                                               18
   Item 1A   Risk Factors                                                    18
   Item 2    Unregistered Sales of Equity Securities and Use of
             Proceeds                                                        19
   Item 3    Defaults Upon Senior Securities                                 19
   Item 4    Submission of Matters of a Vote of Security Holders             19
   Item 5    Other Information                                               19
   Item 6    Exhibits                                                        19
             Signatures                                                      20
             Exhibits

<PAGE>
<TABLE>
<CAPTION>


                              MACH ONE CORPORATION
                    CONSOLIDATED BALANCE SHEETS (unaudited)



                                                                       March 31,     December 31,
                                                                         2009            2008
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                              $    533,475    $    635,334
   Accounts receivable, net                                               859,496          44,603
   Accounts receivable pledged as collateral                              301,598              --
   Other receivable                                                       560,000              --
   Marketable securities                                                  384,803         483,900
   Inventory, net                                                       2,230,557         520,020
   Other current assets                                                    55,155          13,395
                                                                     ------------    ------------

      Total Current Assets                                              4,925,084       1,697,252
                                                                     ------------    ------------

   Property and equipment, net                                          1,006,312         771,030
   Goodwill                                                             6,326,039       3,438,466
   Brand trademark                                                         80,000          80,000
   Prepaid management fees                                                202,500         210,000
                                                                     ------------    ------------
         TOTAL ASSETS                                                $ 12,539,935    $  6,196,748
                                                                     ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                                  $  2,637,371    $      7,577
   Accrued expenses                                                       610,013         401,327
   Short-term notes payable and other debt                              2,776,810         815,000
   Deferred revenue                                                        60,725              --
   Current portion of long-term debt obligations                           21,050              --
                                                                     ------------    ------------

      Total Current Liabilities                                         6,105,969       1,223,904
                                                                     ------------    ------------

   Long-term debt, net of current portion                               3,209,966       3,164,268

   Non-controlling interest in variable interest entity                   (46,888)             --

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred Stock, $.05 par value, 10,500,000 shares authorized ,
     9,500,000 and 5,540,000 shares issued and outstanding                475,000         271,000
   Common stock, $.001 par value, 239,500,000 shares authorized,
     121,367,387 and 111,094,054 shares issued and outstanding            121,366         111,093
   Common stock issuable $.001 par value, 2,500,000 shares                221,000              --
   Treasury Stock                                                        (445,579)       (143,456)
   Additional paid-in capital                                           7,699,926       5,314,699
   Accumulated deficit                                                 (4,699,291)     (3,744,760)
   Accumulated other comprehensive loss                                  (101,534)             --
                                                                     ------------    ------------

      Total Stockholders' Equity (Deficit)                              3,270,888       1,808,576
                                                                     ------------    ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 12,539,935    $  6,196,748
                                                                     ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       2



<PAGE>
<TABLE>
<CAPTION>

                              MACH ONE CORPORATION
               CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


                                                                   Three Months Ended
                                                             ------------------------------
                                                                March 31,        March 31,
                                                                  2009             2008
                                                             -------------    -------------
<S>                                                          <C>              <C>
Sales, net                                                   $     811,448    $      60,407

Cost of goods sold                                                 719,612           28,098
                                                             -------------    -------------

   Gross profit                                                     91,836           32,309

Operating expenses                                                 811,399          414,002
                                                             -------------    -------------

   Loss from operations                                           (719,563)        (381,693)
                                                             -------------    -------------

Other expense:
   Interest expense                                               (281,856)         (53,360)
                                                             -------------    -------------
Total other expense                                               (281,856)         (53,360)
                                                             -------------    -------------

   Loss before provision for income taxes                       (1,001,419)        (435,053)

Income tax provision                                                    --               --
                                                             -------------    -------------

   Net loss                                                     (1,001,419)        (435,053)

Less: net loss attributable to non-controlling interest in
variable interest entities                                          46,888               --
                                                             -------------    -------------

   Net loss attributable to Mach One Corporation             $    (954,531)   $    (435,053)
                                                             =============    =============

   Net loss per common share (basic and diluted)             $       (0.01)   $       (0.01)
                                                             =============    =============

   Weighted average shares outstanding:
   Basic and diluted                                           115,094,054       74,502,000
                                                             =============    =============
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>

                              MACH ONE CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                                        Three Months Ended
                                                                     --------------------------
                                                                       March 31,     March 31,
                                                                         2009          2008
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
  Net loss                                                           $  (954,531)   $  (435,053)

Adjustments to reconcile net loss to net
cash used in operating activities:

  Net loss attributable to non-controlling interest
    in variable interest entity                                          (46,888)            --
  Depreciation and amortization                                           27,915         20,511
  Amortization of debt discount                                          170,500        270,000
  Amortization of prepaid management fees                                  7,500             --
  (Increase) decrease in operating assets (net of acquisition):
     Accounts receivable                                                (641,373)       (51,738)
     Other receivable                                                   (560,000)            --
     Inventory                                                          (550,833)            --
     Other current assets                                                (11,038)            --
  Increase decrease in operating liabilities (net of acquisition):
     Accounts payable and accrued expenses                               964,169         16,460
     Deferred revenue                                                     60,725             --
                                                                     -----------    -----------

   Total adjustments                                                 $  (579,323)   $   255,233
                                                                     -----------    -----------

  Net cash used in operating activities                              $(1,533,854)   $  (179,820)
                                                                     -----------    -----------

Cash flows from investing activities:
  Purchases of marketable securities                                      (2,437)            --
  Acquisitions, net of cash acquired                                      30,672             --
  Purchase of property and equipiment                                   (180,653)      (156,038)
                                                                     -----------    -----------

  Net cash used in investing activities                              $  (152,418)   $  (156,038)

Cash flows from financing activities:
  Net proceeds from notes payable                                      1,883,523        363,811
  Payments on long-term debt                                              (2,185)            --
  Proceeds from long-term debt                                             5,198             --
  Purchase of treasury stock                                            (302,123)            --
                                                                     -----------    -----------

  Net cash provided by financining activities                        $ 1,584,413    $   363,811
                                                                     -----------    -----------

Net (decrease) increase in cash                                      $  (101,859)   $    27,953

Cash, beginning of period                                                635,334          6,928
                                                                     -----------    -----------

Cash, end of period                                                  $   533,475    $    34,881
                                                                     ===========    ===========

Supplemental cash and non-cash flow information
Cash paid for interest                                               $       630    $        --
                                                                     ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>


                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Nature of Operations and Continuance of Business

      The interim  Consolidated  Financial  Statements  of Mach One  Corporation
(Mach One,  the  Company,  we, us or our) are  unaudited  but, in the opinion of
management,  reflect all adjustments necessary for a fair statement of financial
position, results of operations and cash flows for the periods presented. Except
as otherwise disclosed herein,  these adjustments  consist of normal,  recurring
items.  The results of  operations  for any interim  period are not  necessarily
indicative of full year results. The Consolidated Financial Statements and Notes
are presented in accordance with the requirements for Quarterly  Reports on Form
10-Q and do not contain certain information  included in our annual Consolidated
Financial Statements and Notes.

      The  preparation  of the  interim  Consolidated  Financial  Statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the interim Consolidated Financial Statements and
the reported amounts of revenue and expenses for the reporting periods.  Despite
our intention to establish  accurate  estimates and use reasonable  assumptions,
actual results may differ from our estimates.

      The December 31, 2008 Consolidated Balance Sheet data was derived from the
audited  Consolidated  Financial Statements but does not include all disclosures
required by  accounting  principles  generally  accepted in the United States of
America.  This Form 10-Q  should be read in  conjunction  with our  Consolidated
Financial  Statements  and Notes  included in our Annual Report on Form 10-K for
the year ended December 31, 2008.

Note 2. Summary of Significant Accounting Policies

Variable  Interest Entity:  During the quarter ended March 31, 2009, the Company
was  considered  the  primary  beneficiary  of  Progressive  Formulations,  Inc.
("PFI").  PFI is an importer and distributor of soy-based  organic food products
whose initial  capitalization was provided in the form of loans and inventory by
the Company.  PFI is wholly owned by a shareholder of the Company's stock. Refer
to NOTE 4.  CONSOLIDATION OF VARIABLE INTEREST ENTITIES for further  information
on our consolidated VIE.

Principles of Consolidation:  The accompanying consolidated financial statements
include  the  accounts of the Company  and its wholly  owned  subsidiaries.  The
wholly owned subsidiaries include Ceres Organic Harvest,  Inc. (Ceres),  Pacific
Rim Foods, Ltd. (Pacific Rim) and Modular Process  Constructors,  LLC (MPS). All
inter-company   transactions   and  balances   have  been   eliminated   in  the
consolidation.

The Company  consolidates  its financial  results in accordance  with  Financial
Accounting  Standards Board ("FASB"),  Interpretation No. 46R,  Consolidation of
Variable Interest Entities ("FIN 46R"),  which requires a company to consolidate
entities  determined  to be variable  interest  entities  (VIEs),  for which the
Company is deemed to be the VIE's primary beneficiary.

Management  Estimates:  The preparation of consolidated  financial statements in
conformity with US generally accepted accounting  principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the consolidated  financial  statements and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  The Company regularly evaluates estimates and assumptions related to
donated  expenses,  and  deferred  income tax asset  valuation  allowances.  The
Company  bases its  estimates  and  assumptions  on  current  facts,  historical
experience and various other factors that it believes to be reasonable under the
circumstances,  the results of which form the basis for making  judgments  about
the  carrying  values of assets  and  liabilities  and the  accrual of costs and
expenses that are not readily  apparent from other  sources.  The actual results
experienced  by the  Company  may  differ  materially  and  adversely  from  the
Company's  estimates.  To the extent there are material  differences between the
estimates and the actual results, future results of operations will be affected.

Cash and Cash  Equivalents:  For purposes of reporting  cash flows,  the Company
considers all cash accounts which are not subject to withdrawal  restrictions or
penalties,  and  certificates of deposit with original  maturities of 90 days or
less to be cash or cash equivalents.

Marketable Securities:  Marketable securities consist of equity securities,  are
classified  as  available  for sale and are  expected to be redeemed  within one
year.

Available for sale securities are stated at fair value,  with  unrealized  gains
and losses reported as accumulated other comprehensive income (loss), a separate
component  of  stockholders'  equity,  until  realized.  These  fair  values are
primarily  determined  using  quoted  market  prices.  The  carrying  amount  of
securities,  for the  purpose of  computing  unrealized  gains and  losses,  are
determined by specific identification. The cost of securities sold is determined
by specific identification.

                                       5
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Customer  Concentrations and Accounts Receivable:  The accounts receivable arise
in  the  normal   course  of   business  in  selling   products  to   customers.
Concentrations of credit risk with respect to accounts  receivable arise because
the Company grants unsecured credit in the form of trade accounts  receivable to
its customers.

Accounts are written off as they are deemed  uncollectible based upon a periodic
review of the accounts.  As of March 31, 2009 and December 31, 2008,  management
has estimated  that accounts  receivable  are fully  collectible,  and thus, has
established no allowance for doubtful accounts.

Inventory:  The Company  maintains its inventory on a perpetual  basis utilizing
the first-in first-out (FIFO) method.  Inventories have been valued at the lower
of cost or market.  As of March 31, 2009 and December 31, 2008,  management  has
not  established  an  obsolescence  reserve for inventory as we believe that all
inventory is usable and that market values of all inventories exceed cost.

Property  and  Equipment:  Property  and  equipment  is  reported  at cost  less
accumulated  depreciation.  Maintenance  and  repairs  are  charge to expense as
incurred.  The cost of property and equipment is depreciated  over the following
estimated useful lives of the related assets using the modified accelerated cost
recovery basis:

               Building                                     39 years
               Furniture & Fixtures                          7 years
               Machinery & Equipment                         5 years

Long-Lived  Assets:  The Company  periodically  evaluates the carrying  value of
long-lived  assets to be held and used,  including  but not limited to,  capital
assets, when events and circumstances  warrant such a review. The carrying value
of a long-lived asset is considered  impaired when the anticipated  undiscounted
cash flow from such asset is less than its carrying value. In that event, a loss
is recognized  based on the amount by which the carrying  value exceeds the fair
value of the  long-lived  asset.  Fair value is determined  primarily  using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Losses  on  long-lived  assets to be  disposed  of are  determined  in a similar
manner, except that fair values are reduced for the cost to dispose. The Company
has reviewed  long-lived  assets and certain  intangible  assets with  estimable
useful lives and  determined  that the carrying  value is  recoverable in future
periods.

Revenue Recognition:  The Company recognizes revenue when persuasive evidence of
an  arrangement  exists,  transfer of title has  occurred,  the selling price is
fixed or  determinable,  collectability  is reasonably  assured and delivery has
occurred  per the  contract  terms.  For certain  contracts  of MPS, the Company
recognizes  revenue based on the  percentage of  completion  method.  Revenue is
deferred when customer billings exceed revenue earned.

Segment  Reporting:  The Company  operates  and manages the  business  under one
reporting segment.

Goodwill:  Goodwill is the excess of cost of an acquired entity over the amounts
assigned to assets acquired and liabilities  assumed in a business  combination.
Goodwill is not amortized.  In accordance with SFAS No. 142,  Goodwill and Other
Intangible  Assets (SFAS 142),  we evaluate the carrying  value of goodwill once
each  fiscal  year and  between  such  annual  evaluations  if  events  occur or
circumstances change that would indicate a possible impairment.

Fair Value of Financial  Instruments:  The respective  carrying value of certain
on-balance sheet financial  instruments  approximates  their fair values.  These
financial  instruments include cash, accounts  receivable,  accounts payable and
accrued liabilities,  and notes payable. Fair values were assumed to approximate
cost or carrying values as most of the debt was incurred recently and the assets
were acquired within one year.  Management is of the opinion that the Company is
not exposed to significant interest, credit or currency risks arising from these
financial instruments.

Income Taxes: The Company provides for income taxes under Statement of Financial
Accounting  Standards No. 109,  Accounting  for Income Taxes ("SFAS No. 109") as
clarified  by FIN No.  48  which  requires  the use of an  asset  and  liability
approach in accounting for income taxes. Deferred tax assets and liabilities are
recorded based on the differences  between the financial statement and tax bases
of assets and liabilities and the tax rates in effect when these differences are
expected to reverse.  SFAS No. 109 requires the reduction of deferred tax assets
by a valuation allowance if, based on the weight of the available  evidence,  it
is more likely than not that some or all of the  deferred tax assets will not be
realized.  For all periods presented,  the Company has recorded a full valuation
allowance against its deferred tax assets.

FIN No. 48 requires the  recognition of a financial  statement  benefit of a tax
position  only after  determining  that the  relevant tax  authority  would more
likely than not sustain  the  position  following  an audit.  For tax  positions
meeting  the  more-likely-than-not  threshold,  the  amount  recognized  in  the
financial  statements  is the  largest  benefit  that has a greater  than  fifty
percent likelihood of being realized upon ultimate  settlement with the relevant
tax authority.

                                       6
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Comprehensive  Income (Loss):  Comprehensive Income (Loss) includes net loss and
items   defined  as  other   comprehensive   income.   Items  defined  as  other
comprehensive income include unrealized gains (losses) on marketable securities.
The Company had  $(101,534) of other  comprehensive  income(loss)  for the three
months ended March 31, 2009. There was no other  comprehensive  income(loss) for
the three months ended March 31, 2008.

Basic and Diluted  Earnings per Common Share:  Basic net income per common share
is  computed by  dividing  net loss  applicable  to common  shareholders  by the
weighted  average  number  of  common  shares  outstanding  during  the  periods
presented.  Diluted net income per common share is determined using the weighted
average  number of common  shares  outstanding  during  the  periods  presented,
adjusted for the dilutive effect of any common stock equivalents,  consisting of
shares that might be issued upon exercise of options,  warrants,  and conversion
of convertible debt.

Recent  Accounting  Developments:  In April  2008,  the FASB  issued  FASB Staff
Position  (FSP) No. FAS 142-3,  Determination  of the Useful Life of  Intangible
Assets.  This  guidance  addresses  the  determination  of the  useful  life  of
intangible assets which have legal,  regulatory,  or contractual provisions that
potentially limit a company's use of an asset. Under the new guidance, a company
should consider its own historical  experience in renewing or extending  similar
arrangements.  The Company is required to apply the new  guidance to  intangible
assets  acquired after December 31, 2008. The adoption of this statement did not
have an effect on the  Company's  reported  financial  position  or  results  of
operations.

In  June  2008,  the  FASB  issued  FSP No.  EITF  03-6-1,  Determining  Whether
Instruments  Granted  in  Share-Based  Payment  Transactions  Are  Participating
Securities.  This guidance states that unvested  share-based payment awards that
contain   nonforfeitable   rights  to  dividends  or  dividend  equivalents  are
participating  securities and should be included in the  computation of earnings
per share using the  two-class  method  outlined in SFAS No. 128,  Earnings  per
Share.  The two-class method is an earnings  allocation  formula that determines
earnings  per share for each class of common  stock and  participating  security
according  to  dividends  declared  and  participation  rights in  undistributed
earnings.  The terms of the Company's restricted stock unit and restricted stock
awards do provide a nonforfeitable right to receive dividend equivalent payments
on  unvested  awards.  As  such,  these  awards  are  considered   participating
securities under the new guidance.  Effective  January 1, 2009, the Company will
begin reporting  earnings per share under the two-class method.  The adoption of
this  statement  did not have an  effect  on the  Company's  reported  financial
position or results of operations.

In  February  2008,  the FASB  issued  FASB Staff  Position  FAS 157-2 ("FSP FAS
157-2").  Effective  Date of FASB  Statement  No. 157 which delays the effective
date of SFAS No. 157 for non-financial assets and non-financial liabilities that
are recognized or disclosed in the financial  statements on a nonrecurring basis
to fiscal years beginning  after November 15, 2008.  These  non-financial  items
include assets and liabilities such as reporting units measured at fair value in
a goodwill  impairment test and non-financial  assets acquired and non-financial
liabilities assumed in a business combination. The adoption of the provisions of
SFAS No. 157 related to non-financial  assets and  non-financial  liabilities on
January 1, 2009 did not have a  material  impact in the  consolidated  financial
statements. See Note 16. Fair Value Measurements for SFAS No. 157 disclosures.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements-an  amendment  of ARB No.  51.  SFAS No. 160
establishes  accounting and reporting standards for the noncontrolling  interest
in a subsidiary  and for the  deconsolidation  of a subsidiary.  SFAS No. 160 is
effective  for fiscal  years,  and interim  periods  within those fiscal  years,
beginning on or after  December 15, 2008. The adoption of this statement did not
have an effect on the Company's future reported financial position or results of
operations.

In December  2007,  the FASB issued SFAS No.  141(R),  "Business  Combinations,"
which became effective  January 1, 2009 via prospective  application to business
combinations.  This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination,  provides a definition of a business, requires an acquirer
to recognize an acquired  business at its fair value at the acquisition date and
requires  the assets and  liabilities  assumed in a business  combination  to be
measured and  recognized at their fair values as of the  acquisition  date (with
limited  exceptions).  We adopted this  Statement on January 1, 2009 and applied
this  Statement to business  combinations  consummated in the three months ended
March 31, 2009.

In April 2009, the FASB issued FSP FAS 141(R)-1, "Accounting for Assets Acquired
and   Liabilities   Assumed   in  a   Business   Combination   That  Arise  from
Contingencies."  This FSP requires that assets acquired and liabilities  assumed
in a business  combination  that arise from  contingencies be recognized at fair
value if fair  value  can be  reasonably  estimated.  If fair  value  cannot  be
reasonably  estimated,  the asset or liability  would generally be recognized in
accordance   with  SFAS  No.  5,   "Accounting  for   Contingencies"   and  FASB
Interpretation No. 14, "Reasonable Estimation of the Amount of a Loss". Further,
the FASB removed the subsequent  accounting  guidance for assets and liabilities
arising from contingencies from SFAS No. 141(R).

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) Financial Accounting Standard (FAS) 157-4 "Determining Fair Value
When  the  Volume  and  Level  of  Activity  for the  Asset  or  Liability  Have
Significantly  Decreased  and  Identifying  Transactions  That Are Not Orderly."
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has  significantly  decreased  and that a transaction  is not
orderly,  further  analysis of  transactions  or quoted prices is needed,  and a
significant  adjustment to the  transaction or quoted prices may be necessary to
estimate  fair  value in  accordance  with  Statement  of  Financial  Accounting
Standards  (SFAS) No. 157 "Fair Value  Measurements".  This FSP is to be applied
prospectively  and is effective for interim and annual periods ending after June
15, 2009 with early adoption  permitted for periods ending after March 15, 2009.
We will  adopt  this  FSP for our  quarter  ending  June 30,  2009.  There is no
expected impact on our consolidated financial statements.

                                       7
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

In April  2009,  the FASB  issued FSP FAS 115-2 and FAS 124-2  "Recognition  and
Presentation  of  Other-Than-Temporary  Impairments."  The  guidance  applies to
investments in debt securities for which other-than-temporary impairments may be
recorded.  If an entity's management asserts that it does not have the intent to
sell a debt  security  and it is more  likely  than not that it will not have to
sell the security before recovery of its cost basis, then an entity may separate
other-than-temporary  impairments into two components:  1) the amount related to
credit  losses  (recorded in earnings),  and 2) all other  amounts  (recorded in
other  comprehensive  income).  This FSP is to be applied  prospectively  and is
effective for interim and annual  periods  ending after June 15, 2009 with early
adoption  permitted for periods  ending after March 15, 2009. We will adopt this
FSP for our quarter  ending June 30,  2009.  There is no expected  impact on our
consolidated financial statements.

In April 2009,  the FASB issued FSP FAS 107-1 and  Accounting  Principles  Board
(APB) 28-1 "Interim Disclosures about Fair Value of Financial  Instruments." The
FSP amends SFAS No. 107 "Disclosures about Fair Value of Financial  Instruments"
to  require  an entity to provide  disclosures  about  fair  value of  financial
instruments  in  interim  financial  information.  This  FSP  is to  be  applied
prospectively  and is effective for interim and annual periods ending after June
15, 2009 with early adoption  permitted for periods ending after March 15, 2009.
We will include the required  disclosures  in our financial  statements  for the
quarter ending June 30, 2009.

Note 3. Going Concern Uncertainty

The accompanying  financial  statements have been prepared on the basis that the
Company will  continue as a going  concern,  which  assumes the  realization  of
assets and the  satisfaction  of  liabilities  in the normal course of business.
Since inception,  the Company has primarily been engaged in product  development
and pre-operational  activities.  Minimal revenue has been generated to date and
the Company has accumulated  losses totaling  $4,699,291 from inception  through
March 31, 2009, and a net working capital deficit of $1,180,885. The uncertainty
related to these conditions raises substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty

Although we recently  completed a convertible debt financing with gross proceeds
of  approximately  $2,250,000  in  November  2008  and  January  2009,  we  will
eventually  require  significant  additional  funding  in order to  achieve  our
business plan. We believe that our current cash position will be able to sustain
our proposed  operations  for 3-4 months.  Over the next 18 months,  in order to
have the  capability  of achieving  our business  plan,  we believe that we will
require at least  $3,000,000  in  additional  funding.  We will attempt to raise
these  funds by means of one or more  public  or  private  offerings  of debt or
equity  securities  or both.  We believe that some,  if not all, of the required
funds could be generated  from the increased cash flows of our divisions as they
become fully integrated.

However, at this point, we have not specifically  identified the type or sources
of this  funding.  We are  exploring  commercial  and  joint  venture  financing
opportunities.

Note 4. Consolidation of Variable Interest Entities

FASB  Interpretation  No. 46R  ("FIN46R")  provides a framework for  identifying
variable  interest  entities and  determining  when a company should include the
assets,  liabilities,  non-controlling  interests and results of activities of a
VIE in its consolidated financial statement.

In general,  a VIE is a corporation,  partnership,  limited  liability  company,
trust,  or any other legal  structure used to conduct  activities or hold assets
that either (1) has an insufficient  amount of equity to carry out its principal
activities without additional subordinated financial support, (2) has a group of
equity  owners  that  are  unable  to  make  significant   decisions  about  its
activities,  or (3) has a group of equity owners that do not have the obligation
to absorb losses or the right to receive returns generated by its operations.

FIN  46R  requires  a VIE to be  consolidated  if a  party  with  an  ownership,
contractual  or  other  financial  interest  in the  VIE ("a  variable  interest
holder")  is  obligated  to absorb a majority of the risk of loss from the VIE's
activities,  is entitled to receive a majority of the VIE's residual returns (if
no party absorbs a majority of the VIE's losses),  or both. A variable  interest
holder that  consolidates the VIE is called the primary  beneficiary of the VIE.
Upon consolidation,  the primary beneficiary generally must initially record all
of the VIE's assets, liabilities and non-controlling interests at fair value and
subsequently  account for the VIE as if it were  consolidated  based on majority
voting interest.  FIN 46R also requires disclosures about VIEs that the variable
interest holder is not required to consolidate but in which it has a significant
variable interest.

The Company  determined  they are  required to  consolidate  PFI as a VIE during
three months ended March 31, 2009, as defined by FIN46R. As of and for the three
months  ended March 31,  2009,  the  consolidated  balance  sheet,  consolidated
statements  of  operations  and cash  flows,  and the related  footnotes  of the
Company  have been  presented  on a  consolidated  basis to include its variable
interests in PFI. As of and for the three  months  ended March 31,  2009,  total
assets of $89,109  total  liabilities  of  $17,260,  and  selling,  general  and
administrative  expenses of $18,997 are included in the  consolidated  financial
statements of the Company.  PFI had no sales during this period. All significant
intercompany accounts and transactions have been eliminated in consolidation. No
amounts from PFI are included in the  consolidated  balance sheet as of December
31, 2008 or the  consolidated  statements of  operations  and cash flows for the
three months  ended March 31, 2008 as PFI is a VIE of Ceres,  which was not then
acquired by the Company.

                                       8
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 5. Acquisitions

On December 31, 2008, pursuant to a Plan and Agreement of Reorganization between
the Company and Pacific Rim Foods, Ltd.  (Pacific Rim) and Certain  Shareholders
of Pacific Rim the Company issued 28,000,000 shares of its common stock and Five
Year  Zero  Coupon  Convertible  Promissory  Notes in the  aggregate  amount  of
$1,500,000  (collectively  the "Exchange  Securities") in exchange for of all of
the issued and outstanding capital stock of Pacific Rim.

On February 18, 2009, the Company  consummated the acquisition and purchase from
Thomsen  Group,   LLC  (Thomsen)  of  all  of  the  assets  of  Modular  Process
Constructors,  LLC (MPS).  Pursuant to the  Agreement  for  Purchase and Sale of
Business,  in exchange for the MPS assets the Company issued to Thomsen  500,000
shares of restricted  Series B Convertible  Preferred  Stock (Series B Preferred
Stock). Each share of Series B Preferred Stock is convertible into two shares of
the  Company's  common  stock.  In  addition  to the  issuance  of the  Series B
Preferred  Stock,  the  Company  executed an Earn-Out  Agreement  with  Thomsen,
providing  for  Thomsen  to  acquire  up to an  additional  35%  of  issued  and
outstanding  common  stock of Mach One on  December  31,  2011,  based  upon the
combined net income of MPS for the years ending  December  31, 2009,  2010,  and
2011.

On February 20, 2009, pursuant to a Plan and Agreement of Reorganization between
the Company and Ceres Organic Harvest,  Inc. (Ceres),  the Company completed the
acquisition  of all of the  issued  and  outstanding  capital  stock of Ceres in
exchange for 8,000,000 shares of the Company's common stock and 8,000,000 shares
of Series C Convertible  Preferred Stock (Series C Preferred Stock).  Each share
of Series C  Preferred  Stock is  convertible  into one share of Mach One common
stock.

Due to the  nature  of these  transactions  and the  timing in  relation  to the
reporting period, the Company has made a good-faith  estimate as to the value of
the  consideration  paid for  Pacific  Rim,  MPS and  Ceres.  This  estimate  is
$5,000,000,   $150,000   and   $2,500,000   for  Pacific  Rim,  MPS  and  Ceres,
respectively,  and will be  adjusted  during the quarter  ending June 30,  2009,
based on expanded information and analyses of the transactions.

In  addition,  due to the late timing of these  acquisitions  within the current
reporting  period close,  the Company has recorded a preliminary  purchase price
allocation as of March 31, 2009. The Company anticipates finalizing the purchase
price allocation,  including the initial valuation of any potential liability in
connection  with the earn-out  agreement  relating to the MPS  acquisition,  the
valuation of acquired assets and assumed liabilities and identifiable intangible
assets, in the quarter ended June 30, 2009.

The following tables summarize the preliminary  allocation of the purchase price
to the fair values of the assets acquired and liabilities assumed at the date of
acquisition,  in accordance with the purchase method of accounting,  as of March
31, 2009:

<TABLE>
<CAPTION>
                                        CERES         MPS      PACIFIC RIM      TOTAL
<S>                                  <C>           <C>         <C>           <C>
Current assets                       $ 1,693,199   $   3,015   $   964,814   $ 2,661,028
Intangible assets                              -           -        80,000        80,000
Goodwill                               2,685,389     202,184     3,438,466     6,326,039
Other long-term assets                    82,544           -       730,020       812,564
                                     -----------   ---------   -----------   -----------
   Total assets acquired               4,461,132     205,199     5,213,300     9,879,631
                                     -----------   ---------   -----------   -----------
Current liabilities                    1,897,398      55,199       213,300     2,165,897
Long-term liabilities                     63,734           -             -        63,734
                                     -----------   ---------   -----------   -----------
   Total liabilities assumed           1,961,132      55,199       213,300     2,229,631
                                     -----------   ---------   -----------   -----------
Total purchase consideration         $ 2,500,000   $ 150,000   $ 5,000,000   $ 7,650,000
                                     -----------   ---------   -----------   -----------
</TABLE>

Tentatively,  the Company has recorded goodwill of $2,887,573 in connection with
the  acquisitions  of  Ceres  and  MPS in the  quarter  ended  March  31,  2009,
representing  the  estimated  fair value of the  consideration  provided  by the
Company  in  excess of the  estimated  fair  value of the  assets  acquired  and
liabilities  assumed. The Company tentatively recorded goodwill of $3,438,466 in
connection with the acquisition of Pacific Rim,  representing the estimated fair
value of the  consideration  provided by the Company in excess of the  estimated
fair value of the assets acquired and liabilities assumed.

Intangible  assets includes a trademark that the Company  estimates has a useful
life of 15 years and is being amortized accordingly.

                                       9
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

The Company has recorded the results of the operations of Pacific Rim, Ceres and
MPS in the Company's  statement of operations  beginning with the effective date
of each respective acquisition.

Note 6. Inventories

Inventory at March 31, 2009 and December 31, 2008 consisted of the following:

                                                    March 31,    December 31,
                                                      2009           2008
                                                   -----------   ------------
Raw materials                                      $   100,557              -
Finished goods                                       2,130,000        520,020
                                                   -----------   ------------
                                                   $ 2,230,557   $    520,020
                                                   ===========   ============

The Company has entered  into  inventory  financing  arrangements  where  Ceres'
wholly-owned subsidiary,  Organic Grain and Milling, Inc. (OGM) sells grain that
is reserved for use by Ceres to third-party grain processors (the "Mills").  The
Mills have generally agreed to segregate the grain held for Ceres and to process
the grain solely for Ceres' use. These sales have been recorded in the financial
statements as a product financing arrangement under SFAS No. 49, "Accounting for
Product Financing  Arrangements." Pursuant to SFAS No. 49, as of March 31, 2009,
$68,464 remained in raw materials inventory with a corresponding amount included
in  short-term  notes  payable  and  other  debt,   representing  the  Company's
non-contractual  obligation to  repurchase  milled  products  produced from such
inventory.

Note 7.   Composition of Certain Financial Statement Captions

Other  current  assets at March 31, 2009 and December 31, 2008  consisted of the
following:

                                                    March 31,    December 31,
                                                       2009         2008
                                                   -----------   ------------
Loans receivable                                   $     8,656   $      4,000
Prepaid expenses and other                              46,499          9,395
                                                   -----------   ------------
                                                   $    55,155   $     13,395
                                                   ===========   ============

Note 8. Property and Equipment

Property and equipment at March 31, 2009 and December 31, 2008  consisted of the
following:

                                                    March 31,    December 31,
                                                      2009           2008
                                                   -----------   ------------
Machinery & equipment                              $   967,554   $    821,879
Building                                                38,724              -
Leasehold improvements                                  54,006         21,790
Computer equipment                                      49,587         10,322
Furniture & fixtures                                    10,095          5,287
Vehicles                                                 3,606              -
Land                                                     1,536              -
Livestock                                               52,607         55,240
                                                   -----------   ------------
                                                     1,177,715        914,518
Less: accumulated depreciation                        (171,403)     ((143,488)
                                                   -----------   ------------
                                                   $ 1,006,312   $    771,030
                                                   ===========   ============

Depreciation  expense  related to property and equipment was $27,915 and $20,511
for the three months ended March 31, 2009 and 2008, respectively.

Note 9. Purchase Agreement and Purchase Escrows

On February 6, 2009, the Company  entered into an agreement to purchase land and
buildings for the purpose of  establishing  operations for the Company's  Animal
Wellness  group.  Total  purchase  price was  $1,600,000.  In  relation  to this
purchase, the Company initially established a $560,000 escrow.

                                       10
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

In  May  2009,  the  Company  canceled  the  purchase  agreement  for  property.
Consequently,  the related  purchase  escrow in the amount of $560,000  has been
recorded as a current asset as it is expected to be refunded back to the Company
during the quarter ended June 30, 2009.

Note 10. Short-term Notes Payable and Other Debt

Short-term  notes payable and other debt at March 31, 2009 and December 31, 2008
consisted of the following:

                                                    March 31,    December 31,
                                                       2009          2008
                                                   -----------   ------------
Short-term convertible notes payable               $ 2,352,984   $    715,000
Transfac Financing Agreement                           232,274              -
Note payable at 10%, due 12/31/2009                    100,000        100,000
Liability under product financing arrangement           68,464              -
Short-term loans and lines of credit                    23,088              -
                                                   -----------   ------------
                                                   $ 2,776,810   $    815,000
                                                   ===========   ============

Transfac Financing Agreement

The Company has an accounts  receivable  financing  agreement (the  "Agreement")
with Transfac Capital, LLC ("Transfac"). The Agreement term is one year from the
effective  date of June 2, 2008 and is  cancelable  immediately  upon  notice by
Transfac,  or within ten days of notice by the  Company if the  Company  secures
financing  from an FDIC insured  institution.  Under the terms of the Agreement,
the Company may offer to sell its  accounts  receivable  to Transfac  each month
during the term of the Agreement, up to a maximum amount outstanding at any time
of $1.5 million in gross receivables  submitted,  or $1.2 million in net amounts
funded  based upon an 80.0%  advance  rate.  The Company is  obligated  to offer
accounts  totaling a minimum of  $300,000 in each month,  and  Transfac  has the
right to decline to purchase any offered accounts (invoices).

The  Agreement  provides  for  the  sale,  on a  revolving  basis,  of  accounts
receivable  generated by specified debtors.  The purchase price paid by Transfac
reflects a discount  that is generally  0.7% for the first twenty days,  plus an
aging fee of  0.034%  for each day after the  first  twenty  days.  The  Company
continues  to be  responsible  for  the  servicing  and  administration  of  the
receivables purchased.

The  Company  accounts  for the sale of  receivables  under the  Agreement  as a
secured  borrowing with a pledge of the subject  receivables  as collateral,  in
accordance  with  SFAS No.  140,  Accounting  for  Transfers  and  Servicing  of
Financial Assets and Extinguishments of Liabilities. Accounts Receivable pledged
as collateral on the accompanying  consolidated  balance sheets in the amount of
$301,598 as of March 31, 2009,  represents the gross  receivables that have been
designated as "sold" and serve as collateral for  short-term  debt in the amount
of $232,274 as of March 31, 2009.

Short-term Convertible Notes Payable

The Company entered into two rounds of financing  through  Commonwealth  Capital
during the quarters ended December 31, 2008 and March 31, 2009.

The first round  (Commonwealth One) was closed in the quarter ended December 31,
2008.  Proceeds from the notes were $550,000.  Interest at 12.0% is due with the
principal  on  various  dates in June  2009.  The  notes are  unsecured  and are
convertible into shares of the Company's common stock at $0.045 per share at any
time during the term of the notes.

The second round  (Commonwealth  Two) was closed partially in December 2008, and
the remainder in the quarter ended March 31, 2009.  Proceeds from the notes were
$95,000 and $1,602,984 during the quarters ended December 31, 2008 and March 31,
2009, respectively. Interest at 12.0% is due with the principal on various dates
in June 2009.  The notes are  unsecured and are  convertible  into shares of the
Company's  common  stock at $0.075 per share at any time  during the term of the
notes.

The Company also entered into loan agreements with an individual  (Plant Notes).
Proceeds from the agreements  were $70,000 and $35,000 during the quarters ended
December 31, 2008 and March 31, 2009, respectively. Interest at 5.0% is due with
the  principal on various  dates in July 2009.  The notes are  unsecured and are
convertible  into shares of the Company's common stock at $0.50 per share at any
time during the term of the notes.

The conversion  prices of these convertible notes were established at, or above,
the then current market price of the Company's  common stock and  therefore,  no
beneficial conversion feature discount has been recorded.

A summary table of short-term convertible notes payable follows:

                                       11
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                                                    March 31,    December 31,
                                                       2009           2008
                                                   -----------   ------------
Commonwealth One                                   $   550,000   $    550,000
Commonwealth Two                                     1,697,984         95,000
Plant Notes                                            105,000         70,000
                                                   -----------   ------------
Total                                              $ 2,352,984   $    715,000
                                                   ===========   ============

Liability Under Product Financing Arrangement

The Company has entered  into  inventory  financing  arrangements  with mills in
regards  to grain held at these  mills for future use and sales of the  Company.
Refer to NOTE 5.  INVENTORIES  herein for further  information  regarding  these
arrangements.

Note 11. Long-term Debt

Long-term  debt at March  31,  2009  and  December  31,  2008  consisted  of the
following:

                                                    March 31,    December 31,
                                                      2009           2008
                                                   -----------   ------------
Zero Coupon Convertible  Subordinated Note
   Payable,  interest at 5.0%, principal
   and interest due December 12, 2013,
   convertible to shares of common stock of the
   Company at $0.125 per share at any time         $ 1,535,000   $  1,535,000
Zero Coupon Convertible  Subordinated Note
   Payable,  interest at 5.0%, principal
   and interest due December 12, 2013,
   convertible to shares of common stock of the
   Company at $0.125 per share at any time           1,500,000      1,500,000
Notes payable, related parties                         105,801        105,801
Variable interest bank note at prime plus 2.75%,
   6.0% at March 31, 2009, due January 31, 2012,
   principal and interest due monthly, secured
   by the assets of Ceres                               61,550              -
Other                                                   28,665         23,467
                                                   -----------   ------------
                                                     3,231,016      3,164,268

Less current portion:                                (21,050)               -
                                                   -----------   ------------

Total long-term debt                               $ 3,209,966   $  3,164,268
                                                   ===========   ============

The conversion prices of the Zero Coupon  Convertible notes were established at,
or above,  the then  current  market  price of the  Company's  common  stock and
therefore,   no  beneficial  conversion  feature  discount  has  been  recorded.
Additionally,  the conversion price is subject to weighted-average anti-dilution
adjustments   in  the  event  we  issue  common  stock  at  a  price  below  the
then-applicable  conversion  price other than common  stock  issuances or option
grants to the Company's employees, directors or officers.

Future minimum payments on long-term debt at March 31, 2009 are as follows:

                                                  Year ending December 31,

                                               2009, remaining   $     16,693
                                                          2010         21,050
                                                          2011         21,050
                                                          2012          2,757
                                                          2013      3,169,466
                                                                 ------------
                                                                 $  3,231,016
                                                                 ============
                                       12
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 12. Basic and Diluted Earning Per Share

The Company  computes  earnings per share in accordance  with FASB  Statement of
Financial  Accounting  Standards No. 128,  Earnings Per Share ("SFAS 128"). SFAS
128  requires  companies  to  compute  earnings  per share  under two  different
methods,  basic and diluted, and present per share data for all periods in which
statements of operations are presented. Basic earnings per share are computed by
dividing  net income by the  weighted  average  number of shares of common stock
outstanding.  Diluted  earnings per share are computed by dividing net income by
the  weighted  average  number of  common  stock and  common  stock  equivalents
outstanding.

As of March 31,  2009,  the Company had (i)  10,000,000  shares of common  stock
issuable under convertible preferred stock arrangements and, (ii) 200,000 shares
of common stock  issuable  upon the exercise of  outstanding  warrants and (iii)
reserved an  aggregate  of  22,705,493  shares of common  stock  issuable  under
outstanding convertible debt agreements. These 32,905,493 shares, which would be
reduced by applying  the  treasury  stock  method,  were  excluded  from diluted
weighted average outstanding shares amount for computing the net loss per common
share,  because  the net effect  would be  antidilutive  for each of the periods
presented.

As of December 31, 2008,  the Company had (i)  7,100,000  shares of common stock
issuable under  convertible  preferred stock  arrangements  and (ii) reserved an
aggregate  of  22,705,493  shares of common  stock  issuable  under  outstanding
convertible debt agreements.  These 29,805,493 shares, which would be reduced by
applying the treasury stock method,  were excluded from diluted weighted average
outstanding  shares amount for computing the net loss per common share,  because
the net effect would be antidilutive for each of the periods presented.

Note 13. Related Party Transactions

We lease our office and warehouse  facility in Belgium  Wisconsin  from Monte B.
Tobin,  our President,  and his wife,  (the Tobins) under a five-year net lease.
The  facility  consists of  approximately  3,500 square feet of office space and
1,000 square feet of warehouse  space,  with an option to increase the warehouse
space by up to 500 feet.  We currently pay a base rent of  approximately  $4,300
per month.  The Tobins  hold a note  receivable  from the  Company  representing
unpaid rent and interest  from 2005 and 2006 totaling  $105,801.  Interest is at
12% per year.

Note 14. Stockholders' Equity

COMMON STOCK

The Company is authorized to issue 239,500,000 shares of $.0001 par value common
stock.  The  Company  has  121,367,387  shares of its  common  stock  issued and
outstanding at March 31, 2009.  Dividends may be paid on  outstanding  shares as
declared by the Board of  Directors.  Each share of common  stock is entitled to
one vote.

PREFERRED STOCK

The  Company  is  authorized  to issue  10,500,000  shares  of $0.05  par  value
preferred stock.

As of December 31, 2008,  there were  5,420,000  Series A Convertible  Preferred
shares outstanding.  Of these outstanding shares, 420,000 are convertible at any
time into common  shares at a ratio of five (5) common  shares for each Series A
Preferred  share and 5,000,000 are convertible at any time into common shares at
a ratio of one common share for each Series A Preferred share. In addition, each
Series A Preferred share has one vote for each common share  outstanding.  There
is no liquidation preference relative to Series A Preferred shares.

During the three month  period  ended March 31,  2009,  the Company  executed an
agreement with the Series A Convertible  Preferred  Shareholders for a return to
the Company of 4,420,000 Series A Preferred  shares.  These shares were returned
to the  Company  in  February  2009.  As of March  31,  2009,  the  Company  and
shareholders  had  not  yet  reached  an  agreement  on  the  specifics  of  the
arrangement;  however,  the Company recorded 2,500,000 common shares,  valued at
$221,000,  as issuable  as their  estimate as to the number of shares the former
preferred  shareholders'  would receive in return for  canceling  their Series A
Preferred shares.

As of March 31, 2009, there are 1,000,000 Series A Convertible  Preferred Shares
issued and outstanding.  The remaining Series A Convertible Preferred Shares are
convertible  at any time into common  shares at a ratio of one common  share for
each Series A Preferred share.

Pursuant to the  acquisition of MPS, the Company issued 500,000 shares of Series
B Preferred  Stock.  The Series B Preferred  Stock shares are convertible at any
time into  Common  shares at a ratio of two  Common  shares  for each  Preferred
share.  In  addition,  each  Preferred  share has one vote for each Common share
outstanding and has a liquidation preference of $1.00 per share.

Pursuant to the  acquisitions of Ceres,  the Company issued  8,000,000 shares of
Series C Preferred Stock. The Series C Preferred Stock shares are convertible at
any time into Common  shares at a ratio of one Common  share for each  Preferred
share.  In  addition,  each  Preferred  share has one vote for each Common share
outstanding and has a liquidation preference of $.50 per share.


                                       13
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

STOCK ISSUANCES

During the three months ended March 31,2009, the Company issued:

      o     2,273,333 shares of common stock valued at $170,500 for professional
            services related to the issuance of the short-term  convertible note
            payable.  This amount was  properly  recorded as a discount to debt,
            and is being amortized  ratably to interest expense over the term of
            the related note.

      o     8,000,000  shares of common stock and  8,000,000  shares of Series C
            Convertible  Preferred Stock,  with an estimated value of $2,500,000
            were  issued to the  shareholders'  of Ceres in  exchange  for their
            shares in Ceres under the acquisition  agreement between the parties
            and the Company.

      o     500,000  shares of Series B  Convertible  Preferred  Stock,  with an
            estimated  value of $150,000  were issued to Thomsen in exchange for
            its share ownership in MPS under the acquisition  agreement  between
            Thomsen and the Company.

WARRANTS

On January 3, 2009, Mach One granted a Warrant to purchase 200,000 shares of its
common stock at an exercise price of $.125 per share to one of its legal counsel
for  services  rendered.  The Warrant is valued at $25,000  and was  recorded in
operating  expenses in the Company's  statement of  operations  during the three
months  ended March 31, 2009.  The  exercise  price was the fair market value of
Mach One's common stock on the date of grant.  The Warrant expires on January 3,
2014.


Note 15. Commitments and Contingencies

The  Company  forwards  contracts  for a certain  portion  of its  future  grain
requirements.  At March 31, 2009, the Company had  outstanding  commitments  for
grain purchases  totaling  approximately  $4,200,000 related to forward purchase
contracts.  These  contracts  are set price  contracts  to deliver  grain to the
Company,  and are not  derivative  in  nature  as  they  have no net  settlement
provision and are not transferable.

Pursuant to a warehouse  agreement,  the Company is obligated to minimum monthly
storage and handling  amounts  totaling $12,000 for the year ending December 31,
2009.

The Company  periodically  is subject to claims and  lawsuits  that arise in the
ordinary  course  of  business.  It  is  the  opinion  of  management  that  the
disposition  or ultimate  resolution of such claims and lawsuits will not have a
material adverse effect on the financial position of the Company.

Note 16. Fair Value Measurements

In accordance with SFAS No. 157, we value our marketable  securities  based on a
three-level  fair value  hierarchy.  The fair value  hierarchy gives the highest
priority to quoted prices in active markets for identical  assets or liabilities
(Level 1).  The next  highest  priority  is based on quoted  prices for  similar
assets or  liabilities  in active  markets  or quoted  prices for  identical  or
similar assets or liabilities in non-active  markets or other observable  inputs
(Level 2). The lowest priority is given to unobservable inputs (Level 3).

The following table provides  information  regarding fair value measurements for
our cash equivalents and marketable securities as of March 31, 2009 according to
the three-level fair value hierarchy:

<TABLE>
<CAPTION>
                                        FAIR VALUE MEASUREMENTS AT REPORTING DATE USING

                                        QUOTED PRICES IN   SIGNIFICANT     SIGNIFICANT
                                         ACTIVE MARKETS      OTHER        UNOBSERVABLE
                           BALANCE            FOR          OBSERVABLE        INPUTS
                          MARCH 31,     IDENTICAL ASSETS     INPUTS         (LEVEL 3)
                            2009           (LEVEL 1)        (LEVEL 2)
<S>                    <C>              <C>                <C>           <C>
Equity securities      $      384,803   $             --   $   384,803   $           --
</TABLE>


                                       14
<PAGE>

                              MACH ONE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 17. Subsequent Events

Subsequent  to March 31, 2009,  certain  holders of the  short-term  convertible
notes  payable  referenced in Note 10.  Short-term  Notes Payable and Other Debt
herein,  converted  their  notes  into  common  stock  under  the terms of their
agreements.  4,389,505  shares  were  issued for the  conversion  of $160,000 in
short-term convertible notes plus interest accrued on those notes.

In April of 2009,  the Company  issued  164,336 and 520,000 shares of its common
stock for conversion of Short-term  convertible  notes payable and for services,
respectively.  The shares  issued for  services  will  result in a charge to the
Company's  statement of operations  for the  three-month  period ending June 30,
2009.




                                       15
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Sections of this Form 10-Q,  including the Management's  Discussion and Analysis
or Plan of Operation, contain "forward-looking statements" within the meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
Section  21E of the  Securities  and  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"), and the Private  Securities  Litigation  Reform Act of 1995, as
amended. These forward-looking statements are subject to risks and uncertainties
and other factors that may cause our actual results, performance or achievements
to be  materially  different  from  the  results,  performance  or  achievements
expressed or implied by the  forward-looking  statements.  You should not unduly
rely on these statements.  Forward-looking  statements  involve  assumptions and
describe our plans, strategies,  and expectations.  You can generally identify a
forward-looking  statement by words such as "may,"  "will,"  "should,"  "would,"
"could,"  "plan,"  "goal,"  "potential,"  "expect,"  "anticipate,"   "estimate,"
"believe," "intend,"  "project," and similar words and variations thereof.  This
Quarterly Report on Form 10-Q contains forward-looking  statements that address,
among other things,

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:

The preparation of the financial  information contained in this 10-Q requires us
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  We evaluate these  estimates on an ongoing  basis,  including
those  related  to  allowances  for  doubtful  accounts  and  returns,  warranty
obligations,  inventory  valuation,  the carrying  value and any  impairment  of
intangible  assets,  and income taxes.  These critical  accounting  policies are
discussed  in  more  detail  in the  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations  contained in our Annual Report on
Form 10-K for the year ended December 31, 2008.

RECENT ACCOUNTING DEVELOPMENTS

See Note 2 to the accompanying interim  consolidated  financial statements for a
summary of recent accounting developments.

PLAN OF OPERATION

OVERVIEW

During the three months ended March 31, 2009,  Mach One acquired  Ceres  Organic
Harvest Inc.  (Ceres) --an  acquisition  that closed Feb. 24, 2009. Ceres is now
part of the Mach One  Organics  and  Sustainables  Group  (OSG).  Along with its
subsidiary, Organic Grain and Milling Inc. (OGM), Ceres and OGM supplies organic
grain  and  grain-based  ingredients  to the food,  feed and  dairy  industries,
including  varieties  of  wheat,  flour,  oats,  corn,  flax,  barley  and other
products.  Ceres is currently launching a new line of oat-based products using a
proprietary  oat  cultivar  with  substantially  higher  fiber  and  beta-glucan
content, which was developed in a cooperative breeding program between the North
Dakota State University and the United States Department of Agriculture's (USDA)
Agricultural  Research Service.  Ceres and OGM operate a grain elevator in North
Dakota,  with  corporate  offices in St. Paul,  Minnesota.  The  integration  of
organic  foods and  animal  feeds to the Mach One  package  of  global  wellness
solutions  extends Mach One's reach as well as its ability to expand its success
in sustainable bio-solutions. OSG is headquartered in Minneapolis, Minnesota.

Modular Process Constructors, LLC (dba MPS-BioPharm)--an acquisition that closed
Feb. 19,  2009-- is now part of Mach One's  BioPharm  Process  Systems Group and
engages  in  the  design  and   manufacture  of  constructed   systems  for  the
biopharmaceutical  industry.  It offers process modules and skids,  custom tanks
and  vessels,   and  sanitary   stainless  steel  flow  equipment,   along  with
professional project management, design qualifications, detail design, component
procurement,  schedule metrics and reporting. With the addition of MPS-BioPharm,
it   enables   Mach  One  to   accelerate   production   of   biopharmaceutical,
Nutraceutical,  and  Bridge(TM)  Iggs on a global  basis.  The BioPharm  Process
Systems Group is headquartered in Kenosha, Wisconsin.

Today Mach One and its three  Operating  Groups--Animal  Wellness,  Organics and
Sustainables,  and BioPharm Process Systems--offer a broad range of solutions to
global  health  problems,  from  helping  calves  develop  immunity  at birth to
carefully  managing organic grain crops, to testing  equipment that helps detect
compromised food products long before they can cause a problem.

We have not generated significant  operating revenues,  and as of March 31, 2009
we had incurred a cumulative consolidated net loss from inception of $4,669,291.

For the periods ended March 31, 2009 and 2008, our  consolidated net losses were
$954,531 and $435,053 respectively. Our current liabilities as of March 31, 2009
exceed current assets by $1,180,885.

Although we recently  completed a convertible debt financing with gross proceeds
of  approximately  $2,250,000  in  November  2008  and  January  2009,  we  will
eventually  require  significant  additional  funding  in order to  achieve  our
business plan. We believe that our current cash position will be able to sustain
our proposed  operations  for 3-4 months.  Over the next 18 months,  in order to
have the  capability  of achieving  our business  plan,  we believe that we will
require at least  $3,000,000  in  additional  funding.  We will attempt to raise
these  funds by means of one or more  public  or  private  offerings  of debt or
equity  securities  or both.  We believe that some,  if not all, of the required
funds could be generated  from the increased cash flows of our divisions as they
become fully integrated.

                                       16
<PAGE>

RESULTS OF OPERATIONS

QUARTER ENDING MARCH 31, 2009 COMPARED TO QUARTER ENDING MARCH 31, 2008

Net sales for the quarter ended March 31, 2009 were $811,448 compared to $60,407
for the same period last year.  Net sales  increased  due to increased  revenues
from the  acquisition  of Ceres  ($731,763)  and MPS  ($34,566).  There  were no
significant  changes  in  sales  of  the  parent  company  between  the  periods
presented.

Cost of goods sold were  $719,612 for the quarter  ended March 31, 2009 compared
to $28,098 for the quarter ended March 31, 2008. This increase was primarily due
to acquisition of Ceres  ($666,027) and MPS ($1,493).  There were no significant
changes  in cost of  goods  sold  of the  parent  company  between  the  periods
presented.

Gross  profits for the quarter  ended  March 31, 2009 were  $91,836  compared to
$32,309 for the same period last year.  Gross profit  increased due to increased
sales with the acquisition of Ceres Organic ($65,075) and MPS.($33,073) This was
offset by a negative gross profit for the parent company in the current period.

Operating  expenses  increased  to $811,399 in the quarter  ended March 31, 2009
from  $414,002 in the same quarter in 2008.  Additional  personnel in the parent
company and costs  associated with additional  employees and facilities from the
acquisition of Ceres and MPS contributed to the increase.

LIQUIDITY AND CAPITAL RESOURCES

We had a cash  balance of $533,475  as of March 31,  2009 and a cash  balance of
$635,334 as of December 31, 2008.

The value of our  marketable  securities on March 31, 2009 decreased to $384,803
from  $483,900 as of market close on December  31, 2008.  The decrease is due to
the decline in market values of these securities.

Accounts receivable as of March 31, 2009 increased to $1,161,094 from $44,603 at
December 31, 2008 due to the acquisition of Ceres,  which added $1,090,422 as of
March 31, 2009.

Net  inventory as of March 31, 2009  increased to  $2,230,557  from  $520,020 at
December 31, 2008 due to the acquisition of Ceres,  which added $1,710,537 as of
March 31, 2009.

Total assets at March 31, 2009 are $12,539,935 compared to 6,196,748 at December
31, 2008. This increase is attributable to the acquisitions of Ceres and MPS.

As of March 31, 2009 we have current liabilities  totaling 6,105,969 compared to
1,223,904 at December 31,  2008.  Increase in accounts  payable is mainly due to
the  acquisition of Ceres,  which added  $2,614,306 as of March 31, 2009, and to
the issuance of short-term notes payable of $1,490,000.

Long  term debt as of March 31,  2009 is  3,209,966  compared  to  3,164,268  at
December 31, 2008. The slight increase is due to the acquisition of Ceres.

Factors that caused our cash flows from  operations to decrease during the three
months  ended March 31, 2009 as compared to the three month  period  ended March
31,  2008,  were the  acquisition  of Ceres and the use of funds  for  escrow of
property.  Our  investing  activities  in those  same  periods  were  relatively
unchanged. Cash flow from financing activities increased during the three months
ended  March 31,  2009 as compared to the same period in 2008 as a result of the
issuance  of short term  notes,  which was offset by the  purchase  of  treasury
stock.

Our  longer-term  working  capital  and  capital  requirements  will depend upon
numerous factors,  including revenue and profit generation,  the cost of filing,
prosecuting,  defending,  and  enforcing  patent  claims and other  intellectual
property rights, competing technological and market developments,  collaborative
arrangements.  Additional capital will be required in order to attain our goals.
We cannot assure you that funds from our future  operations or funds provided by
our current  financing  activities will meet the requirements of our operations,
and in that event, we will continue to seek  additional  sources of financing to
maintain liquidity.  We are actively pursuing all potential financing options as
we look to secure  additional  funds both to stabilize  and to grow our business
operations.  Our management will review any financing options at their disposal,
and will judge  each  potential  source of funds on its  individual  merits.  We
cannot assure you that we will be able to secure  additional  funds from debt or
equity  financing,  as and when we need to, or if we can, that the terms of this
financing will be favorable to us or our stockholders.

                                       17
<PAGE>

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4(T).     CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure  controls and procedures  designed to provide reasonable
assurance  that  information  required  to be  disclosed  in our  reports  filed
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management, including our Chief Executive Officer and Chief Financial Officer as
appropriate,  to allow timely decisions regarding required disclosure. A control
system, no matter how well conceived and operated,  can provide only reasonable,
not absolute, assurance the objectives of the control system are met.

As of March  31,  2009,  our  management  (with the  participation  of our Chief
Executive Officer and Chief Financial  Officer) carried out an evaluation of the
effectiveness of our disclosure  controls and procedures as such term is defined
in Rule 13a-15(e)  under the Exchange Act. Based on this  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and procedures were not effective as of March 31, 2009,  because of the
identification  of the material  weaknesses in internal  control over  financial
reporting described below.  Notwithstanding the material weaknesses that existed
as of March 31, 2009, our Chief Executive  Officer and Chief  Financial  Officer
has concluded that the financial  statements  included in this Form 10-Q present
fairly, in all material respects, the financial position,  results of operations
and cash flows of the Company in conformity with accounting principles generally
accepted in the United States of America ("GAAP"). We are currently looking into
cost  effective  steps to  potentially  remediate  the  material  weaknesses  as
described below.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of annual or interim financial  statements will not be prevented or
detected.  In  connection  with  the  evaluation  described  above,   management
identified the following control deficiencies that represent material weaknesses
at March 31, 2009:

      o     Due  to  the  limited  number  of  Company  personnel,   a  lack  of
            segregation of duties exists.  An essential part of internal control
            is for certain procedures to be properly  segregated and the results
            of  their  performance  be  adequately  reviewed.  This is  normally
            accomplished  by  assigning  duties so that no one person  handles a
            transaction  from beginning to end and  incompatible  duties between
            functions are not handled by the same person.

      o     The  Company  lacks a board  oversight  role  within  the  financial
            reporting  process that is actively  involved in the  preparation of
            the financial statements.

Since  we do not have a  formalized  audit  committee,  our  board of  directors
oversees the responsibilities of the audit committee.  The board of directors is
fully aware that there is lack of  segregation of duties due to the small number
of employees dealing with general administrative and financial matters.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the quarter ended March 31, 2009, that have materially affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

The Company is  currently  evaluating  the  internal  control  structure  at its
recently  acquired  wholly  owned  subsidiaries.  The  Company  expects  to have
completed its evaluation and fully  implemented any internal  control  structure
improvements at these subsidiaries by the end of the third quarter of 2009.

                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 1A. RISK FACTORS

      The Company is a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and is not required to provide the information  required under this
item.

                                       18
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 3, 2009, Mach One granted a Warrant to purchase 200,000 shares of its
common stock at an exercise price of $.125 per share to one of its legal counsel
for  services  rendered.  The  exercise  price was the fair market value of Mach
One's common stock on the date of grant. The Warrant expires on January 3, 2014.

On February 18, 2009,  Mach One issued  500,000  shares of Series B  Convertible
Preferred  Stock (the  "Series B  Preferred  Stock") to the Thomsen  Group,  LLC
("Thomsen")   for  the  purchase  of  all  of  the  assets  of  Modular  Process
Contractors,  LLC ("MPC"). Each share of Series B Preferred Stock is convertible
into two shares of Mach One common  stock.  In addition  to the  issuance of the
Series B Preferred  Stock,  Mach One entered  into an  Earn-Out  Agreement  with
Thomsen,  providing for Thomsen to acquire up to an additional 35% of issued and
outstanding  common  stock of Mach One on  December  31,  2011,  based  upon the
combined net income of MPC for the years ending  December  31, 2009,  2010,  and
2011.

On February 20, 2009,  pursuant to a Plan and Agreement of Reorganization,  Mach
One issued 8,000,000 shares of its common stock and 8,000,000 shares of Series C
Convertible  Preferred Stock ("Series C Preferred Stock") in exchange for all of
the issued and outstanding common stock of Ceres Organic Harvest,  Inc. (Ceres).
Each share of Series C  Preferred  Stock is  convertible  into one share of Mach
One's common stock.

All of the investors above are sophisticated individuals who had the opportunity
to review all of the  Company's SEC filings and to discuss with the officers and
directors of the Company the business and  financial  activities of the Company.
All the investors  acquired their Warrant,  Common Stock and/or  Preferred Stock
(the "Securities") for investment and not with a view toward  distribution.  All
of the stock and warrant certificates issued, or to be issued upon conversion or
exercise,  to the Warrant holder,  the thirty Pacific Rim  shareholders  and the
stock  certificates  issued to Thomsen  and to the six Ceres  shareholders  have
been,  affixed  with an  appropriate  legend  restricting  sales and  transfers.
Therefore, based on the foregoing, the Company issued the Securities in reliance
upon the exemptions from registration provided by Section 4(2) of the Securities
Act of 1933 and/or Regulation D, there under.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

None.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS

(a) Exhibits: The following exhibits are filed with this report:

31.1 Certification  pursuant to Rule 13a-14(a) or 15d-14(a) under The Securities
Exchange Act of 1934 as amended. *

31.2 Certification  pursuant to Rule 13a-14(a) or 15d-14(a) under The Securities
Exchange Act of 1934 as amended. *

32.  Certifications  pursuant to 18 U.S.C section  1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. *

----------
* The  Exhibit  attached  to this Form 10-Q  shall  not be  deemed  "filed"  for
purposes of Section 18 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") or otherwise  subject to  liability  under that  section,  nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended,  or the  Exchange  Act,  except as  expressly  set forth by specific
reference in such filing.

                                       19
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       Mach One Corporation

Date: May 22, 2009                     By: /s/ Monte B. Tobin
                                           -------------------------------------
                                           Monte B. Tobin,
                                           President and Chief Executive Officer

                                       By: /s/ Patrick G. Sheridan
                                           -------------------------------------
                                           Patrick G. Sheridan,
                                           Chief Financial Officer


                                       20
<PAGE>