**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 September 30, 2008





 ̈
            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)





6430
      Congress Drive, West Bend, WI 53095


(Address
      of principal executive offices)





(262)
      675-2499


(Issuer's
      telephone number)








(Former
      name, former address and former fiscal year, if changed since last
      report)





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 companyx





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
      September 30, 2008, 78,802,387 shares of common stock were
      outstanding.





**MACH
      ONE CORPORATION AND SUBSIDIARY**





**Index**





Part
                I - FINANCIAL INFORMATIONItem
                1
            Financial
                StatementsBalance
                Sheets at September 30, 2008 (unaudited) and September 30,
                2007
            3Statements
                of Operations (unaudited) for the three and nine months ended September
                30, 2008 and 2007
            4Statements
                of Cash Flows (unaudited) for the nine months ended September 30,
                2008 and
                2007
            5Notes
                to Financial Statements (unaudited)
            6Item
                2
            Management’s
                Discussion and Analysis or Plan of Operations
            11Item
                3
            Qualitative
                and Quantitative Disclosures about Market Risk
            13Item
                4
            Controls
                and Procedures
            14


Part
                II OTHER INFORMATIONItem
                1
            Legal
                Proceedings
            14Item
                1A
            Risk
                Factors
            14Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14Item
                3
            Defaults
                Upon Senior Securities
            14Item
                4
            Submission
                of Matters of a Vote of Security Holders
            14Item
                5
            Other
                Information
            14Item
                6
            Exhibits
            15Signatures
            15Exhibits




2


**MACH
      ONE CORPORATION AND SUBSIDIARY**


**BALANCE
      SHEET (unaudited)**





**Balance
      Sheet**





**September 30, 2008**
            
            **September 30, 2007**(Unaudited)**Assets**Current
                AssetsCash
            
            $
            4,935
            
            $
            48,730Accounts
                Receivable
            
            
            33,124
            
            
            38,917Deposits
            
            
            2,200
            
            
            2,200Total
                Current Assets
            
            
            40,258
            
            
            89,847Property
                and equipment, net
            
            
            694,071
            
            
            442,453Total
                Assets
            
            
            734,329
            
            
            532,300**Liabilities
                and Stockholders' Equity**Accounts
                payable
            
            $
            (3,600
            )
            
            (3,600
            )Accrued
                liabilities
            
            
            323,373
            
            
            278,410Interest
                payable
            
            
            0
            
            
            9,046Notes
                payable- short term
            
            
            340,000Total
                Current Liabilities
            
            
            659,773
            
            
            283,956Notes
                payable- long term
            
            
            1,175,000
            
            
            904,567Total
                Liabilities
            
            
            1,834,774
            
            
            1,188,423Stockholders'
                EquityPreferred
                Stock, $.05 par value 10,500,000 shares authorized,5,420,000
                and 5,420,000 shares issued and outstanding
            
            
            271,000
            
            
            271,000Common
                Stock, $.001 par value authorized 239,500,000 shares authorized:78,802,387
                and 62,346,651 shares issued and outstanding
            
            
            78,802
            
            
            62,347Additional
                paid in capital
            
            
            1,671,865
            
            
            572,247Accumulated
                deficit
            
            
            (3,122,112
            )
            
            (1,561,717
            )Total
                Stockholders' Equity
            
            
            (1,100,445
            )
            
            (656,123
            )Total
                Liabilities & Stockholders' Equity
            
            $
            734,429
            
            
            532,300


**The
      accompanying notes are an integral part of these financial
      statements.**


3


**MACH
      ONE CORPORATION AND SUBSIDIARY**


**STATEMENTS
      OF OPERATIONS (unaudited)**





**3 month period ended Sept. 30,**
            
            **9 month period ended Sept. 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**IncomeSales
            
            
            1,646
            
            
            41,104
            
            
            84,073
            
            
            95,718Cost
                of sales
            
            
            4,737
            
            
            76,945
            
            
            42,862
            
            
            89,365Gross
                profit
            
            
            (3,091
            )
            
            (35,841
            )
            
            41,211
            
            
            6,353ExpensesMarketing
                & Advertising
            
            
            1,291
            
            
            907
            
            
            4,304
            
            
            10,785Professional
                Fees
            
            
            47,930
            
            
            85,316
            
            
            343,724
            
            
            328,627General
                and Administrative
            
            
            88,517
            
            
            106,034
            
            
            392,400
            
            
            236,055Facility
                Expense
            
            
            11,085
            
            
            21,040
            
            
            44,379
            
            
            46,656Depreciation
            
            
            14,263
            
            
            6,378
            
            
            55,750
            
            
            8,020Amortization
                expense
            
            
            
            
            
            12,500
            
            
            -
            
            
            37,500Total
                expenses
            
            
            163,086
            
            
            232,175
            
            
            840,557
            
            
            667,643Loss
                from operations
            
            
            (166,177
            )
            
            (268,016
            )
            
            (799,346
            )
            
            (661,290
            )Other
                income (expenses)
            
            
            948
            
            
            
            
            
            948Interest
                expense
            
            
            -
            
            
            (13,100
            )
            
            (3,830
            )
            
            (168,499
            )Note
                expense
            
            
            
            
            
            
            
            
            (50,000
            )Net
                loss
            
            
            (165,229
            )
            
            (281,116
            )
            
            (852,228
            )
            
            (829,789
            )Loss
                per common share
            
            
            (0.002
            )
            
            (0.005
            )
            
            (0.01
            )
            
            (0.01
            )





**The
      accompanying notes are an integral part of these financial
      statements.**


4


**MACH
      ONE CORPORATION AND SUBSIDIARY**


**STATEMENTS
      OF CASH FLOWS (unaudited)**





**Nine Months Ended****September 30****2008**
            
            **2007**Cash
                flows from operating activities:Net
                loss
            
            $
            (852,228
            )
            $
            (829,789
            )Noncash
                items included in net incomeBeneficial
                Conversion Feature
            
            
            
            
            
            150,000Depreciation
                and amortization
            
            
            55,750
            
            
            45,520Compensation
                for Stock
            
            
            282,500
            
            
            156,000(Increase)
                Decrease in:Accounts
                receivable
            
            
            (31,570
            )
            
            (34,833
            )Increase
                (decrease) in:Accounts
                payable
            
            
            -
            
            
            (21,399
            )Accrued
                expenses
            
            
            34,764
            
            
            123,826Total
                adjustments
            
            $
            341,444
            
            $
            419,114Net
                cash used in operating activities
            
            $
            (510,784
            )
            $
            (410,675
            )Cash
                flows from investing activities:Purchase
                of Equipment
            
            
            (172,880
            )
            
            (190,056
            )Net
                Cash Used in Investing Activities
            
            $
            (172,880
            )
            $
            (190,056
            )Cash
                flows from financing activities:Increase
                in Notes Payable
            
            
            681,671
            
            
            496,383Proceeds
                from issuance of stock
            
            
            -
            
            
            150,000Proceeds
                from loans payableNet
                cash provided by financing activities
            
            $
            681,671
            
            $
            646,383Net
                increase (decrease) in cash
            
            $
            (1,993
            )
            $
            45,652Cash,
                beginning of period
            
            
            6,928
            
            
            3,078Cash,
                end of period
            
            $
            4,935
            
            $
            48,730





**The
      accompanying notes are an integral part of these financial
      statements.**


5


MACH
      ONE
      CORPORATION AND SUBSIDIARY


NOTES
      TO
      FINANCIAL STATEMENTS (UNAUDITED)





Note
      1.
      Nature of Operations and Continuance of Business





We
      were
      organized as VDx, Inc. in August of 2004. In November of 2005, we acquired
      several product lines from BioQual, a company whose focus was primarily on
      contract research. Terms of the acquisition included a payment to purchase
      equipment, patent rights, license rights, and software for $250,000 plus a
      3%
      royalty on bovine products capped at $2 million dollars. The $250,000 was paid
      as $50,000 at time of contract execution in November 2005, a $75,000 payment
      in
      March 2006 and a final $125,000payment in November 2006 that was extended to
      March 2007 by BioQual. As we took delivery of the equipment after the first
      payment but prior to the second, we designated the total consideration of
      $250,000 as a prepayment to the purchase agreement as title to the equipment
      would not transfer until the final payment was made. Once the final payment
      was
      made in March 2007, we transferred the equipment into property, plant, and
      equipment.





·
            An
                equine Immunoglobulin for oral administration (Lyphomune(R) IgG)
                used for
                treatment for Failure of Passive Transfer (FAILURE OF PASSIVE TRANSFER)
                of
                immunity in newborn foals;




·
            An
                oral/intravenous equine IgG also being sold under the name Lyphomune(R);
                and




·
            Two
                colostrum replacement products for use in newborn foals.




All
      the
      above products purchased from BioQual have been modified by the Company for
      use
      in the bovine industry. The remaining product, which we call ImmunoGamTM, is a
      colostrum replacement product manufactured from raw colostrum and containing
      high levels of immunoglobulins, necessary for the health of a newborn
      calf.




In
      January 2006, the shareholders of VDx, Inc. exchanged their shares in that
      corporation for shares of Mach One, an inactive publicly held company whose
      shares are traded in the Pink Sheets. Post merger, our previous business of
      manufacturing, marketing, selling and distributing diagnostic and monitoring
      equipment for measuring the levels of **Immunoglobulin
      G** ( **IgG** )
      in
      horses and cattle and **Not Esterified Fatty Acids (NEFA) in dairy cattle** in
      order
      to assess conditions that may indicate an unhealthy condition in the foals
      and
      calves such as an inadequate immune system in the case of low IgG or an
      indication of a sick dairy cow as evidenced by a high NEFA level. We have
      determined that production and sale of our products acquired from BioQual will
      eliminate these adverse conditions and consequently the need to test for these
      conditions. . Consequently, we determined that testing would no longer be the
      major thrust of our business and will be discontinued by the end of
      2008.




All
      of
      our revenues to date have been derived from the sales of diagnostic and
      monitoring equipment. Management has determined that sale of diagnostic and
      monitoring equipment should be discontinued and that the company should enhance
      the sale of colostrum replacement products. To date, there have been no
      substantial revenues from this business..




Immunoglobulins
      are proteins that are found in blood or other bodily fluids of vertebrates,
      and
      are used by the immune system to identify and neutralize foreign objects, such
      as bacteria and viruses. They are made of a few basic structural units called
      chains; each antibody has two large heavy chains and two small light chains.
      Antibodies are produced by a kind of white blood cell called a B cell. There
      are
      several different types of antibody heavy chain, and several different kinds
      of
      antibodies, which are grouped into different isotypes based on which heavy
      chain
      they possess. Five different antibody isotypes are known in mammals, which
      perform different roles, and help direct the appropriate immune response for
      each different type of foreign object they encounter. Colostrum contains levels
      of immunoglobulins dependent on outside influences including mother’s health,
      diet, age, and environmental factors.




Why
      do
      calves need quality colostrum? Although a cow provides nutrients for calf growth
      and development during gestation, there’s one thing she fails to provide during
      that time, antibodies in their bloodstream. Colostrum “transfers” immunity
      against infectious disease as well as nutrients and growth factors from the
      mother to the newborn calf. Colostrum replacement therapy allows for the calf
      to
      be guaranteed the proper amount of transfer of antibodies from the mother to
      the
      calf that allows for the prevention of diseases such as:


6





•
Johne’s
      (Mycobacteria paratuberculosis)


•
BLV
      (Bovine Leukosis Virus)


•
      Salmonella, E. coli


•
      Mastitis organisms




Failure
      of Passive Transfer occurs if calves do not receive adequate colostrum and
      is
      associated with increased disease and death losses.




Our
      business is that of colostrum replacement. Specifically, our product takes
      actual bovine colostrum and “remanufactures” it from a liquid form into a powder
      form that includes additional antibodies. It will replace the feeding of the
      raw
      colostrum to newborn calves with our enhanced colostrum powder. Though our
      product could theoretically be used to “supplement” the raw liquid colostrum, it
      is not its primary usage. Colostrum supplements are products designed to be
      used
      with liquid colostrum and are usually some form of mineral or herb. Our business
      plan calls for us to manufacture and sell colostrum replacement through our
      ImmunoGamTM product to dairies within the United States for use on Day 1 of a
      newborn calf’s life. The product in a modified form will also be used for Day
      2-35 as a milk replacement. The plan calls for the company to reach 4 million
      cows under contract over the next 3 years. We have instituted our business
      plan
      as of May, 2008 with the initial production of product in test
      quantities.




We
      maintain our corporate office at 6430 Congress Drive, West Bend WI 53095. Our
      telephone number is (262)
      675-2499.





2.
            Summary
                of Significant Accounting Policies




a)
            Basis
                of Presentation




These
      consolidated financial statements and related notes are presented in accordance
      with accounting principles generally accepted in the United States, and are
      expressed in US dollars.




b)
            Interim
                Financial Statements




The
      interim unaudited financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States for interim
      financial information and with the instructions to Securities and Exchange
      Commission (“SEC”) Form 10-Q. They do not include all of the information
      and footnotes required by generally accepted accounting principles for complete
      financial statements. Therefore, these financial statements should be read
      in
      conjunction with the Company’s audited financial statements and notes thereto
      for the year ended December 31, 2007, included in the Company’s S-1 Registration
      Statement as effective September 19, 2008.




The
      financial statements included herein are unaudited; however, they contain all
      normal recurring accruals and adjustments that, in the opinion of management,
      are necessary to present fairly the Company’s financial position at September
      30, 2008, and the results of its operations and cash flows for the nine month
      periods ended September 30, 2008 and 2007. The results of operations for the
      nine months ended September 30, 2008 are not necessarily indicative of the
      results to be expected for future quarters or the full year.




c)
            Comprehensive
                Loss




SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the consolidated financial statements. As at September 30,
      2008 and 2007, the Company has no items that represent a comprehensive loss
      and,
      therefore, has not included a schedule of comprehensive loss in the consolidated
      financial statements.


7





d)
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with maturity of three months
      or
      less at the time of issuance to be cash equivalents.




e)
            Use
                of 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.




f)
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      " *Earnings
      per Share* ".
      SFAS
      No. 128 requires presentation of both basic and diluted earnings per share
      (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders by the weighted average number
      of
      shares outstanding during the period. Diluted EPS gives effect to all dilutive
      potential common shares outstanding during the period using the treasury stock
      method and convertible preferred stock using the if-converted method. In
      computing Diluted EPS, the average stock price for the period is used in
      determining the number of shares assumed to be purchased from the exercise
      of
      stock options or warrants. Diluted EPS excludes all dilutive potential shares
      if
      their effect is anti dilutive. At September 30, 2008, there were no potentially
      dilutive securities.




g)
            Financial
                Instruments




Financial
      instruments, which include cash, accounts payable, accrued liabilities and
      amounts due to a related party, were estimated to approximate their carrying
      values due to the immediate or short-term maturity of these financial
      instruments. The Company’s operations are in Canada which results in exposure to
      market risks from changes in foreign currency rates. The financial risk is
      the
      risk to the Company’s operations that arise from fluctuations in foreign
      exchange rates and the degree of volatility of these rates. Currently, the
      Company does not use derivative instruments to reduce its exposure to foreign
      currency risk.




h)
            Long-Lived
                Assets




In
      accordance with SFAS No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* ,
      the
      Company tests long-lived assets or asset groups for recoverability when events
      or changes in circumstances indicate that their carrying amount may not be
      recoverable. Circumstances which could trigger a review include, but are not
      limited to: significant decreases in the market price of the asset; significant
      adverse changes in the business climate or legal factors; accumulation of costs
      significantly in excess of the amount originally expected for the acquisition
      or
      construction of the asset; current period cash flow or operating losses combined
      with a history of losses or a forecast of continuing losses associated with
      the
      use of the asset; and current expectation that the asset will more likely than
      not be sold or disposed significantly before the end of its estimated useful
      life.




Recoverability
      is assessed based on the carrying amount of the asset and its fair value which
      is generally determined based on the sum of the undiscounted cash flows expected
      to result from the use and the eventual disposal of the asset, as well as
      specific appraisal in certain instances. An impairment loss is recognized when
      the carrying amount is not recoverable and exceeds fair value.


8




i)
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these consolidated financial
      statements because the Company cannot be assured it is more likely than not
      it
      will utilize the net operating losses carried forward in future
      years.




On
      February 1, 2007, the Company adopted Financial Accounting Standards Board
      Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes – an interpretation of FASB Statement No.
      109* ”
(“FIN
      48”). FIN 48 prescribes a measurement process for recording in the consolidated
      financial statements uncertain tax positions taken or expected to be taken
      in a
      tax return. Additionally, FIN 48 provides guidance regarding uncertain tax
      positions relating to derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. At September 30,
      2008,
      the Company had no material uncertain tax positions.




j)
            Foreign
                Currency Translation




The
      Company’s functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      in accordance with SFAS No. 52 “ *Foreign
      Currency Translation* ”,
      using
      the exchange rate prevailing at the balance sheet date. Gains and losses arising
      on settlement of foreign currency denominated transactions or balances are
      included in the determination of income. Foreign currency transactions are
      primarily undertaken in Canadian dollars. The Company has not, to the date
      of
      these financial statements, entered into derivative instruments to offset the
      impact of foreign currency fluctuations.




k)
            Stock-based
                Compensation




The
      Company records stock-based compensation in accordance with SFAS No. 123R
“ *Share
      Based Payments* ,”
using
      the fair value method.





l)        Recently
      Issued Accounting Pronouncements




In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“ *Accounting
      for Financial Guarantee Insurance Contracts – An interpretation of FASB
      Statement No. 60* ”.  SFAS
      163 requires that an insurance enterprise recognize a claim liability prior
      to
      an event of default when there is evidence that credit deterioration has
      occurred in an insured financial obligation. It also clarifies how Statement
      60
      applies to financial guarantee insurance contracts, including the recognition
      and measurement to be used to account for premium revenue and claim liabilities,
      and requires expanded disclosures about financial guarantee insurance contracts.
      It is effective for financial statements issued for fiscal years beginning
      after
      December 15, 2008, except for some disclosures about the insurance enterprise’s
      risk-management activities. SFAS 163 requires that disclosures about the
      risk-management activities of the insurance enterprise be effective for the
      first period beginning after issuance. Except for those disclosures, earlier
      application is not permitted.  The adoption of this statement is not
      expected to have a material effect on the Company’s financial
      statements.




In
      May
      2008, the FASB issued SFAS No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles* ”.
      SFAS
      162 identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with generally
      accepted accounting principles in the United States.  It is effective
      60 days following the SEC’s approval of the Public Company Accounting Oversight
      Board amendments to AU Section 411, “ *The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles* ”.
      The
      adoption of this statement is not expected to have a material effect on the
      Company’s financial statements.


9




In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161
      is intended to improve financial standards for derivative instruments and
      hedging activities by requiring enhanced disclosures to enable investors to
      better understand their effects on an entity's financial position, financial
      performance, and cash flows. Entities are required to provide enhanced
      disclosures about: (a) how and why an entity uses derivative instruments; (b)
      how derivative instruments and related hedged items are accounted for under
      Statement 133 and its related interpretations; and (c) how derivative
      instruments and related hedged items affect an entity’s financial position,
      financial performance, and cash flows. It is effective for financial statements
      issued for fiscal years beginning after November 15, 2008, with early adoption
      encouraged. The adoption of this statement is not expected to have a material
      effect on the Company’s financial statements.




In
      December 2007, the FASB issued SFAS No. 141R, “ *Business
      Combinations* ”.
      This
      statement replaces SFAS 141 and defines the acquirer in a business combination
      as the entity that obtains control of one or more businesses in a business
      combination and establishes the acquisition date as the date that the acquirer
      achieves control. SFAS 141R requires an acquirer to recognize the assets
      acquired, the liabilities assumed, and any noncontrolling interest in the
      acquiree at the acquisition date, measured at their fair values as of that
      date.
      SFAS 141R also requires the acquirer to recognize contingent consideration
      at
      the acquisition date, measured at its fair value at that date. This statement
      is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008 and earlier adoption is prohibited.
      The
      adoption of this statement is not expected to have a material effect on the
      Company's consolidated financial statements.




In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB
      No. 51* ”.
      This
      statement amends ARB 51 to establish accounting and reporting standards for
      the
      Noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. This statement is effective for fiscal years, and interim periods
      within those fiscal years, beginning on or after December 15, 2008 and earlier
      adoption is prohibited. The adoption of this statement is not expected to have
      a
      material effect on the Company's consolidated financial statements.





3.
            Related
                Party Balances/Transactions




We
                maintain an employment agreement with our President Mr. Tobin with
                a term
                of 5 years and termination for cause provisions. Termination without
                cause
                or if a change of control in the company occurs will result in a
                one-time
                payment to Mr. Tobin of 2.99 times his annual salary in place at
                the time
                of this provision being exercised. Mr. Tobin’s employment agreement began
                in January 2006 and accrues at $180,000 per
                year.





4.
            Common
                Stock




For
      the
      nine month period ending September 30, 2008 the company issued 3,500,000 shares
      for consulting services valued at $175,000, 850,000 shares for technical
      services valued at 42,500, and 300,000 shares valued at $15,000 were issued
      for
      professional services. Of these issued shares, 250,000 valued at $12,500 were
      issued in the quarter ending September 30, 2008.




For
      the
      same period ending September 30, 2007, 1,000,000 shares valued at $50,000 were
      issued for consulting services, 400,000 shares valued at $20,000 were issued
      for
      professional services.


10





5.
            Subsequent
                Events.





Subsequent
      to September 30, 2008, the Company held a closing on the sale to accredited
      investors of an aggregate of $550,000 of 12% Convertible Notes (the “Notes”).
      Each Note is convertible into shares of the Company’s $0.001 par value
      common stock at a price of $0.045 per share and is due May 15, 2009. The
      interest for the Notes accrues daily and compounds quarterly and is payable
      upon
      the earlier of conversion or maturity of the Notes (or portion thereof), in
      cash
      or in stock, at the Company’s option. If the Company elects to make payment in
      common stock, such shares (“Interest Shares”) shall be payable at the rate of 1
      Interest Share per $0.045 in interest due. The Notes may be prepaid at any
      time
      without penalty or premium.




**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operation**





**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**




Sections
      of this prospectus, 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
      prospectus contains forward-looking statements that address, among other
      things,




·
            our
                financing plans,




·
            regulatory
                environments in which we operate or plan to operate,
                and




·
            trends
                affecting our financial condition or results of operations, the impact
                of
                competition, the start-up of certain operations and acquisition
                opportunities.




Factors,
      risks, and uncertainties that could cause actual results to differ materially
      from those in the forward-looking statements include, among others,




·
            our
                ability to raise capital,




·
            our
                ability to execute our business strategy in a very competitive
                environment,




·
            our
                degree of financial leverage,




·
            risks
                relating to rapidly developing
                technology,




·
            regulatory
                considerations;




·
            risks
                related to international economies,




·
            risks
                related to market acceptance and demand for our products and
                services,




·
            the
                impact of competitive products, services, and pricing, and


11




·
            other
                risks referenced from time to time in our SEC
                filings.




All
      subsequent written and oral forward-looking statements attributable to us,
      or
      anyone acting on our behalf, are expressly qualified in their entirety by these
      cautionary statements.




You
      should read the following discussion of our results and plan of operation in
      conjunction with the consolidated financial statements and the notes thereto
      appearing elsewhere in this document. Statements in this Management's Discussion
      and Analysis or Plan of Operation that are not statements of historical or
      current objective fact are “forward-looking statements.”




**Overview**




On
      January 17, 2006, we completed the acquisition of VDx, Inc., a Wisconsin
      corporation by issuing 30 million shares to Monte B. Tobin, the owner of VDx,
      Inc. Prior to this acquisition, the Company had no current operations. A
      manufacturer and distributor of veterinary diagnostic equipment and tests,
      VDx
      marketed and sold specialized tests for bovine IgG, NEFA for the dairy industry,
      and Equine IgG. We are currently in the process of discontinuing the testing
      business from the products VDx marketed and sold.




On
      March
      31, 2006, we completed the acquisition of certain equipment and assets of
      BioQual, Inc. that will be integrated into our operations and be our primary
      business going forward. The acquisition included all equipment necessary for
      the
      manufacture of Colostral replacement products for cattle and horses and we
      paid
      consideration of $250,000 to BioQual for the acquisition. The
      $250,000 was paid as $50,000 at time of contract execution in November 2005,
      a
      $75,000 payment in March 2006 and a final $125,000payment in November 2006
      that
      was extended to March 2007 by BioQual. As we took delivery of the equipment
      after the first payment but prior to the second, we designated the total
      consideration of $250,000 as a prepayment to the purchase agreement as title
      to
      the equipment would not transfer until the final payment was made. Once the
      final payment was made in March 2007, we transferred the equipment into
      property, plant, and equipment.




We
      plan
      to market and sell a colostrum replacement product we manufacture to counteract
      Failure of Passive Transfer as it occurs in newborn foals and calves when
      antibodies are transferred in insufficient amounts from the mother’s colostrums.
      ImmunoGam Ô is used
      as a colostrums replacement, supplement and prophylactic, in sterile powder
      form, and can be administered orally or intravenously. We are also further
      developing a proprietary procedure to allow for large scale manufacturing of
      colostral replacement products for market along with an added ingredient for
      mastitis and Johnnes disease.




We
      have
      not generated significant operating revenues, and as of September 30, 2008
      we
      had incurred a cumulative consolidated net loss from inception of $3,122,112.




**Results
      of Operations**





**Three
      months ended September 30, 2008 compared to the three months ended September
      30,
      2007**





For
      the
      three month period ended September 30, 2008, the Company had revenues of
      $1,646.





For
      the
      three month period ended September 30, 2008, the Company incurred total expenses
      of $163,086.





During
      the three months ended September 30, 2008, general and administrative expenses
      were $88,517 compared to $106,034 during the three months ended September 30,
      2007, a decrease of $17,517 or 16.5%.





During
      the three months ended September 30, 2008, professional fees were $47,930
      compared to $85,316 during the three months ended September 30, 2007, an
      decrease of $37,386 or 43.8%


12


**Results
      of Operation: nine months ended September 30, 2008 compared to the nine months
      ended September 30, 2007**





For
      the
      nine month period ended September 30, 2008, the Company incurred total expenses
      of $840,557. These expenses primarily consisted of (1) $392,400, (2) $44,379
      for
      facility expense, (3) $343,724 in professional fees; (4) $4,304 for marketing;
      and (5) $55,750 for depreciation expense.





During
      the nine months ended September 30, 2008, general and administrative expenses
      were $392,400 compared to $236,055 during the nine months ended September 30,
      2007, an increase of $156,345 or 66%.





During
      the nine months ended September 30, 2008, professional fees were $343,724
      compared to $328,627 during the nine months ended September 30, 2007, an
      increase of $15,097 or 4.6%.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2008, the Company had $4,935 in cash and total assets of $734,329
      compared to $6,928 in cash and total assets of $591,222 as of December 31,
      2007.
      As of September 30, 2008, the Company’s working capital was $(619,515) compared
      to $(329,324) as of December 31, 2007.





During
      the nine months ended September 30, 2008, net cash used in operating activities
      was $510,784 compared to $410,675 during the nine months ended September 30,
      2007.





Between
      October 15, 2008 and November 15, 2008, the Company held closings on an
      aggregate of $$550,000 of 12% Convertible Notes.





The
      Company’s operations and our efforts to grow its business further will require
      significant cash outlays and commitments. The Company anticipates expenditures
      will be related to the development of our products, product introduction and
      various other fixed costs and payroll to our management. The
      Company will need to seek
      additional capital within the next 12-18 months, potentially through debt or
      equity financings, to fund its operations and growth and may not be able to
      raise needed cash on terms acceptable to us or at all.





Financings,
      if available, may be on terms that are dilutive or potentially dilutive to
      our
      stockholders, and the prices at which new investors would be willing to purchase
      our securities may be lower than earlier investor’s prices. The holders of new
      securities may also receive rights, preferences or privileges that are senior
      to
      those of existing holders of our securities. If new sources of financing are
      required but are insufficient or unavailable, we would be required to modify
      our
      growth and operating plans to the extent of available funding, which would
      harm
      our ability to grow our business.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants discuss their most
“critical accounting policies” in Management's Discussion and Analysis of
      Financial Condition or Plan of Operation. The SEC indicated that a “critical
      accounting policy” is one which is both important to the portrayal of the
      Company’s financial condition and results and requires management's most
      difficult, subjective or complex judgments, often as a result of the need to
      make estimates about the effect of matters that are inherently uncertain. Our
      significant accounting policies are described in Note 1 to our consolidated
      financial statements included in this form; however, we believe that none of
      them is considered to be critical.




**Item
      3. Qualitative and Quantitative Disclosures About Market
      Risk.**





None.


13


**Item
      4. Controls and Procedures.**





As
      of the
      end of the period covered by this report, an evaluation was carried out by
      the
      Company, with the participation of our Chief Executive Officer and Chief
      Financial Officer, of the effectiveness of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
      of 1934). Based upon that evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that these disclosure controls and procedures were
      effective as of the end of the period covered by this report. In addition,
      no
      change in our internal control over financial reporting (as defined in
      Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during
      our most recent fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.





**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 .





**Item
      2.**  ****  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





Between
      October 15, 2008 and November 15, 2008, the Company held closings on the sale
      to
      accredited investors of an aggregate of $550,000 of 12% Convertible Notes (the
      “Notes”). Each Note is convertible into shares of the Company’s $0.001 par value
      common stock at a price of $0.045 per share and is due May 15,
      2009.





The
      interest for the Notes accrues daily and compounds quarterly and is payable
      upon
      the earlier of conversion or maturity of the Notes (or portion thereof), in
      cash
      or in stock, at the Company’s option. If the Company elects to make payment in
      common stock, such shares (“Interest Shares”) shall be payable at the rate of 1
      Interest Share per $0.045 in interest due. The Notes may be prepaid at any
      time
      without penalty or premium.





**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.


14


**Item
      6. Exhibits**





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.





**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 CorporationDate:
                November 24, 2008
            By:
            /s/
                Monte B. TobinMonte
                B. Tobin,
              President
                and ChiefExecutive
                OfficerBy:
            /s/
                Monte B. TobinMonte
                B. Tobin,
              Chief
                Financial Officer


15