# UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-K

|x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

# For the fiscal year
ended December 31, 2008

|o | TRANSITION
REPORT UNDER 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 registrant as specified in its charter)

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

|974 Silver Beach Road Belgium, WI 53048            
|---------------------------------------------------
|(Address of principal executive offices) (Zip Code)

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

Securities registered under Section
12(b) of the Exchange Act:       None.

Securities registered under Section
12(g) of the Exchange Act:       Common Stock, par value $0.001

Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. 
   No   o

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. 
  Yes   x
   No   o

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

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

Aggregate market value of the voting
stock held by non-affiliates:  $8,919,430.

Issuer revenues for its most recent
fiscal year: $101,376.

Number of shares outstanding of each
of the issuer's classes of common stock at March 31, 2009:  Common Stock: 125,550,554.

Transitional Small Business
Disclosure Format:
  Yes   o
   No   x

---



# Table of Contents

|                    | Page | 
|------------------- | ---- | 
|
|PART I              |      | 
|Item 1.             |      | 
|Item 1A.            |      | 
|Item 1B.            |      | 
|Item 2.             |      | 
|Item 3.             |      | 
|Item 4.             |      | 
|                    |      | 
|PART II             |      | 
|Item 5.             |      | 
|Item 6.             |      | 
|Item7.              |      | 
|Item 7A.            |      | 
|Item 8.             |      | 
|Item 9.             |      | 
|Item9A(T).          |      | 
|Item 9B.            |      | 
|                    |      | 
|PART III            |      | 
|Item 10.            |      | 
|Item 11.            |      | 
|Item 12.            |      | 
|Item 13.            |      | 
|Item 14.            |      | 
|                    |      | 
|Part IV             |      | 
|Item 15.            |      | 
|                    |      | 
|SIGNATURES          |      | 
|                    |      | 
|FINANCIALS          |      | 
|                    |      | 
|NOTES TO FINANCIALS |      | 

2

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# PART I.

# ITEM
1.  BUSINESS

# History

The Company was organized as
Underdog, Inc., under the laws of the State of Utah on March 19, 1982. It changed its name
to Cieber Resources, Inc., on March 1, 1985, then to Allstate Telecom, Inc.
(Allstate Utah) on August 12, 1986 and finally to Mach One Corporation
(Mach One) in connection with a business combination with a Nevada
corporation, discussed below, on July 20, 1994.

In June, 1994, a principal
shareholder of the Company proposed the acquisition of Mach One by the Company, but found
that Allstate Utah had been administratively dissolved more than two years earlier and,
therefore, could not be reinstated. At the suggestion of a clerk in the Utah Department of
Commerce, however, the shareholder, acting as incorporator, organized a new Allstate
Telecom, Inc. (New Allstate) under the laws of the State of Utah on June 29,
1994, to acquire the assets and liabilities of Allstate Utah, if any (even though new
shares were issued or exchanged).

Although the question of whether the
procedure suggested by the clerk, under good faith, satisfied all terms and conditions of
law is not free from doubt, New Allstate changed its domicile to Nevada on July 20, 1994
by statutory merger with a newly organized Nevada corporation, also named Allstate
Telecom, Inc. (Allstate Nevada), which acquired Mach One Corporation, a Nevada
corporation, pursuant to an agreement and plan of merger. Allstate Nevada then changed its
name to Mach One Corporation (the Company or Mach One).

In connection with the agreement and
plan of merger, in addition to the 467,220 shares of preferred stock issued in exchange
for $233,610, 3,500,000 shares of the Companys common stock were issued to the
shareholders of Mach One in exchange for the exclusive marketing right to certain
products. On April 1, 1995, the Company issued 1,299,200 shares for the marketing rights,
so the stock was issued at par value. The plastic injection equipment, at the time, Mach
Ones sole tangible asset, had been acquired for 233,610 shares of its common stock
at $1.00 per share. The equipment had previously been assigned to a creditor by a court in
satisfaction of a judgment of $233,610, but there was no report, opinion or appraisal from
an outside party as to the amount or fairness of the consideration for such equipment. The
equipment was recorded at $233,610, the value of the court judgment.

On January 17, 2006 all of the
outstanding shares of VDx were acquired by Mach One in exchange for 30,000,000 shares of
common stock. Subsequent to the merger Mach One had 30,287,451 total common shares
outstanding. Accordingly, this transaction has been accounted for as a reverse merger with
VDx Inc. treated as the accounting acquirer as their stockholders control approximately
99% of the post-merger common stock. As such, the accompanying financial statements refer
to the activity of VDx Inc. since its inception, August 9, 2004.

On December 31, 2008, pursuant to a
Plan and Agreement of Reorganization between Mach One and Pacific Rim Foods, Ltd.
(Pacific Rim) and Certain Shareholders of Pacific Rim, Mach One completed its
acquisition of all of the issued and outstanding capital stock of Pacific Rim in exchange
for 28,000,000 shares of Mach One common stock and an aggregate of $1,500,000 Five Year
Zero Coupon Convertible Promissory Notes (collectively the Exchange
Securities). The Exchange Securities were issued to the Pacific Rim shareholders in
amounts equal to their percentage ownership in Pacific Rim. Pacific Rim is now a
wholly-owned subsidiary of Mach One and its operations will continue to be conducted under
the Pacific Rim name.

# Business of the Company

The mission of Mach One is to seek,
acquire and develop innovative global wellness organizations that provide bio-based
solutions to help address one of the worlds most pressing and costly
needspositive, long-term health and longevity benefits for animals and humans. While
animal wellness, organic and sustainable products are our initial, primary focus, we
intend in the near future to add Nutraceuticals to our growing list of ventures.

3

---



# Overview

Mach One has begun a process of
gathering promising enterprises, biotechnologies, expertise and funding into a single
organization that can address the needs of global wellness in a time of new threats and
challenges. Currently we have three Mach One Operating Groups: Animal Wellness, Organics
and Sustainables, and BioPharm Process Systems. They offer a broad range of solutions to
wellness problems from helping calves develop immunity at birth to carefully managed
organic grain crops to testing equipment that helps detect compromised food products long
before they can cause a problem.

Most of the epidemics of the past
hundred years or so have been started by animal diseases crossing over to humans. Swine
and avian flu. Ebola and HIV from monkeys. Mad Cow disease and even modern black plague
from rats. And of course, animals or plants infected with salmonella and E.coli are
regularly in the news.

At Mach One we are committed to
delivering solutions that positively impact global wellnessthrough application of
biotechnology to enhance the defensive capabilities of both animal and human immune
systems. While active immunity is based on a seek and destroy model that does not allow
foreign intruders to survive once they enter the body, passive immunity reduces the
chances of those intruders from ever entering in the first place. As a team, these two
systems provide a much more formidable line of defense against anything that might
compromise the integrity of wellness in animals and humans.

Our commitment is to bring to market
passive immunity products that offer broad-spectrum solutions to the challenges food
producers and consumer health providers face today.

In a global village, where our
health, and the health of our food supply is vulnerable to the rapid spread of new and old
threats, our vision at Mach One is to play a major role in sustaining wellness.

# Acquisitions

In 2006, Mach One acquired VDx, a
biotech company which specialized in immune/gamma globulin solutions (Iggs) for the equine
and bovine markets. This organization, now operating as the Animal Wellness Group (AWG) is
focused on creating targeted products that deliver positive impact on animal wellness.
Products are currently marketed under the Bridge brand name. Using proprietary and
patented protections, Bridge solutions provide vital wellness advantages and are
currently focused on bovine herds facing a broad spectrum of stressful conditions. Mach
One has continued to grow and today is a strong and vibrant organization with a commitment
to innovative product development for other animal species as well as the human market.
Mach One and AWG are headquartered in Belgium, Wisconsin.

Most recently, Mach One acquired
Ceres Organic Harvest Inc. (Ceres) a transaction 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)a transaction 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
Iggs on a global basis. The BioPharm Process Systems Group is headquartered in Kenosha,
Wisconsin.

4

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# Animal Wellness Group

Mach One is a global wellness company
that provides biotechnology based solutions to help address one of the worlds most
pressing and costly needspositive, long-term health and longevity benefits for
disease-threatened animals of commercial operations. Through our AWG, we are focused on
major opportunities within the commercial livestock and poultry industrieswith an
initial focus on the beef and dairy industries.

Production animals, particularly
dairy cows and beef cattle, have two critical periods of vulnerability during their life
span that can dramatically lower their productivity and threaten even their ability to
surviveproblems that cost production animal industries enormous amounts of
moneyhundreds, sometimes billions of dollars per year. One vulnerability period
occurs during the first days of life when the immune system is in its development stage.
And the second occurs when environmental factors such as shipping and receiving put the
immune system under stress.

To address these high-stress and
immune challenged times, our AWG has developed a line of unique and effective products
which yield bottom line improvements. We provide targeted, broad spectrum immunoglobulins
(Iggs) that offer a new level of cost effectiveness, improved health and ease of
administration. AWG brings together proven science with cutting edge techniques for
achieving totally new levels of successfor more efficient and effective ways to
deliver essential, preventative strategiesgiving beef and dairy herd managers a
fresh line of defense against some of the biggest health challenges in the industry.

# Organics and
Sustainables Group

Ceres, the flagship of Mach
Ones Organics and Sustainables Group (OSG), addresses the growing needs of food
manufacturers in the organic foods market. The agriculture sector is faced with a growing
challenge to increase production capacity for organic raw commodities and feed stocks that
go into the finished products. Ceres has built a successful model for conducting business
that meets this challenge. It has created reliable supply programs for its customers by
working with organic producers, transportation companies, and food manufacturers to:

| |  | Contract
crop production annually with growers over a wide growing region to limit the risks
related to weather;
| | - | ----------------------------------------------------------------------------------------------------------------

| |  | Create
 efficiencies  in  transportation  and  logistics  for raw and  finished  products to
              control costs;
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | Manage
the  processing and inventory of the organic  ingredients to meet the  specifications
              and quantities of the end user; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | Access
 offshore  resources for organic  commodities  and  ingredients as a backup source of
              supply
| | - | -----------------------------------------------------------------------------------------------------------------

Ceres creates a reliable production
process that meets the needs of the market by enrolling the growers, manufacturers, and
customers as stakeholders in the process of building sustainable supply-chains.

# BioPharm Process Systems
Group

Modular Process Systems-BioPharm is
now a pivotal part of Mach Ones BioPharm Process Systems (BPS) Group. Along with
servicing its key biopharmaceutical clients, BPS will also be integral in setting up and
servicing the projected seventeen laboratories around the U.S.for production of Mach
Ones Animal Wellness Group Bridge product line. These labs are in plan to ramp
up supply of various products, both animal and human, that are fundamental to Mach
Ones business model.

Through our own skilled work force
and a large network of subcontractors, BioPharm Process Systems (BPS) provides
documentation, process modules, process skids, custom tanks and vessels and custom
stainless steel fabrication to the biopharmaceutical industryand has access to over
90,000 square feet of engineering and fabrication space. Additional products and services
include professional project management, design qualifications, detailed design, component
procurement, schedule metrics and reporting, data entry and environmental threats and
opportunities modeling.

5

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# Our Products and Services

# Dairy Products

AWG has developed a line of products
called Bridge to help with the wellness management of dairy herds. We have a
proprietary processing system that allows for the elimination of microorganisms from first
milk that would otherwise be transmitted to a calf along with production of immunogens
that can be used to immunize cattle. This process includes the collection of plasma from
the vaccinated animals to produce the Bridge products which provides coverage of a
broad spectrum of microbes. Key to our success has been our ability to demonstrate that
delivery of Iggs to various mucus membrane lined parts of the animals body will
prevent the entrance of microbes to those areas. The Iggs can be fed orally, sprayed into
the mouth or nasal passages or given in dry form. We describe our process as Intramucosal
Passive Protectant. It is designed to cross-react with given groups of microbes such
as Pasteurella, Hemophilus, M. paratuberculosis (Johnnes disease), Mycoplasma, E.coli,
Salmonella, Mastitis organisms, Bovine Viral Diarrhea (BVD) viruses, and Influenza viruses
such as H1N1, H3N2, and H5N2. This produces the concentrated, broad spectrum, functional
bovine gamma globulins used in Bridge.

Uses for our Bridge products
are numerous. They are particularly important at the birth of a calf when its immune
system is still challenged. Given within the first 12 hours via milk and then from day
2-35 as a milk replacement, the calf is protected and given a strong and healthy path to
wellness. Bovines are also susceptible to stress and challenging health issues during
shipping and adjusting to feed lots. Nasal sprays, lick tank solutions and mixing
Bridge with normal feeding procedures allows herd managers to efficiently address
these threatsno matter how Bridge products are administered.

# Bridge Dairy
Products

These products have concentrations
designed for the specific needs of dairy herds.

Testing to guarantee the quality of
our products includes:

| |  | Testing
all animals for BVD, Johnnes disease and Mycoplasma
| | - | -----------------------------------------------------------

| |  | Testing
each batch for BVD, Johnnes disease and Mycoplasma plus total plate counts
| | - | ----------------------------------------------------------------------------------

| |  | Quality
Control for total Protein and total Iggs
| | - | ------------------------------------------------

# 1st
Bridge  Dairy

This product is mixed with a
calfs first milk within six hours of birth. 1st Bridge helps a calf get off to
an optimum start towards active immunity.

# RP-Bridge  Dairy

This product is used to bridge the
time of birth, weaning and feedlot arrival to help with respiratory challenges. It
provides Intranasal Passive Protectant.

# GT-Bridge  Dairy

This product bridges the gap to aid
in reducing respiratory and/or GI tract challenge responses. It helps the animal to get
off to a good start towards active immunity and is delivered by mixing with standard
rations.

# LT-Bridge  Dairy

This product is mixed with standard
lick tank mixtures to bridge the gap to aid in reducing respiratory and/or GI tract
challenge responses. It also helps bridge the animals immunity under stressful
conditions.

6

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# Beef Products

AWG Bridge products also help
with the wellness management of beef herds. We offer a preventative approach with
proprietary supplements that reduce the chance of microorganisms from even entering a
newborn calf. Follow up feedings keep the calf safe from the second day until day 35 when
the calfs own immune system takes over. Bridge is also a great way to assist
an animals immune system when it is under stress from shipping or adjustment to a
new feed lot.

The AWG process includes the
collection of plasma from vaccinated bovines to produce the Bridge products. Key to
our success is our ability to demonstrate that delivery of Iggs to various mucus membrane
lined parts of an animals body will prevent the entrance of microbes. The Iggs can
be fed orally, sprayed into the mouth or nasal passages or given in dry form. We describe
our process as Intramucosal Passive Protectant. It is designed to cross-react with
given groups of microbes such as Pasteurella, Clostridium, M. paratuberculosis (Johnnes
disease), Mycoplasma, E.coli, Salmonella, Mastitis organisms, and BVD viruses. This
produces the concentrated, broad spectrum, functional bovine gamma globulins that are at
the core of our beef wellness solutions. Nasal sprays, lick tanks and mixing Bridge
with normal feeding procedures allows herd managers to efficiently address a broad range
of threatsno matter how Bridge products are administered.

# Bridge Beef
Products

These products have concentrations designed
for the specific needs of beef herds. Testing to guarantee the quality of our products
includes:

| |  | Testing
all animals for BVD, Johnnes disease and Mycoplasma
| | - | -----------------------------------------------------------

| |  | Testing
each batch for BVD, Johnnes disease and Mycoplasma plus total plate counts
| | - | ----------------------------------------------------------------------------------

| |  | Quality
Control for total Protein and total Iggs
| | - | ------------------------------------------------

# 1st
Bridge  Beef

This product is mixed with a
calfs first milk within six hours of birth. 1st Bridge helps a calf get off to
an optimum start towards active immunity.

# RP-Bridge  Beef

This product is used to bridge the
immunity gap that exists from the time a calf is born until it is weaned. It can also be
used during stressful times such as shipping and feedlot adjustment periods to help with
respiratory challenges. It works as an Intranasal Passive Protectant and is
delivered as a nasal spray.

# GT-Bridge  Beef

This product bridges the gap to aid
in reducing respiratory and/or GI tract challenge responses. It helps the animal to get
off to a good start towards active immunity and is delivered by mixing with standard
rations.

# LT-Bridge  Beef

This product is mixed with standard
lick tank mixtures to bridge the gap to aid in reducing respiratory and/or GI tract
challenge responses. It also helps bridge the animals immunity under stressful
conditions.

7

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# Distribution and
Marketing Plan- Animal Wellness Group

There are over 50,000 dairies in the
US housing over nine million cows, according to Hoardes Dairyman magazine. According
to the Association of Veterinary Practitioners, there are also 4,500 veterinarians
servicing the bovine market. Our marketing focus is on the top 20% of dairies, those with
herds of 800 or more cows. We target these top-tier dairies through on-site sales calls.
We will also use large third-party veterinary practices, already working on-site at the
target dairies, to initiate and maintain relationships through their personnel. Our
products have a broad spectrum market in the areas of veterinarian medicine, dairy
farming, beef cattle, swine and the equine market. We continue to see new applications for
our technology within various market segments that are adjacent to our stated businesses.
We expect this trend to continue as our business gets critical early traction in various
market segments.

We believe the capital investment in
our products is less of a barrier to this target market than it would be to smaller farms.
In addition, these larger firms typically have a large enough staff to provide dedicated
staff members to concentrate on our processes and procedures. Dedicated manpower is
important in running an ongoing nutrition correction program.

We understand that our equipment is
not practical for all dairy farms or stables because of cost and manpower. Our goal is to
provide one-stop-shopping making our food supplements available as a corrective action
when our equipment and test kits indicate therapy is needed.

It is not uncommon to find cattle
herds in which 40% of the calves exhibit Failure of Passive Transfer (FPT) (Source: The
development, nutrition, and management of the young calf  Iowa State University
Press  P188-189). FPT has no primary symptoms in itself, other than a predisposition
to the foal developing infections. The only way to diagnose FPT is to test the
animals blood Igg levels.

Calves and foals with FPT are more
likely to develop septicemia, a life threatening bacterial infection. Septicemia can
manifest as pneumonia, infected joints (septic arthritis), diarrhea and meningitis.

The calf or foals ability to
absorb Iggs is optimal at birth and progressively declines. The highest rate of absorption
occurs during the first 6 hours followed by a gradual slowing until 12 hours. From 12 to
24 hours there is a substantial decline in absorption. As a result, early testing and
treatment of an Igg deficiency may mean the difference between a healthy calf or foal and
a sick one.

The only way to increase
immunoglobulin levels after 24 hours of age is to administer plasma, the
immunoglobulin-containing portion of blood, to the calves or foals intravenously. Plasma
can also be given to the younger high-risk animals with complete or partial FPT as a
supplement to administration of colostrum.

# Competition-Animal
Wellness Group

The single large market participant is
Land O Lakes®, a multinational corporation with sales in excess of $6.3 billion
dollars. Though their main product line is dairy foods such as butter, they also have a
colostrum replacement product they market through their feed division as Land O
Lakes® Bovine IGG Colostrum Replacement. Accurate market share numbers are difficult
to obtain through these business divisions, but it is estimated Land O Lakes®
has upwards of a 30% share.

We recognize that bringing our
proposed proprietary products and services to commercial scale will require significant
capital, human resources and other assets which we may not be able to obtain in a timely
fashion, if at all.  The entry of other large, well-capitalized competitors into
this market, to the extent they can produce products and services which are
environmentally friendly, economical and possess some or all of the other attributes that
we believe our technology offers, could render our proposed products and services
noncompetitive or obsolete.  Similarly, we may be unable to keep pace with
technological developments or other market factors. Technological competition in this
industry by companies, universities, governmental entities and others diversifying into
the field is expected to increase and could become intense.  These organizations
could have significantly greater research and development capabilities than we do and/or
greater marketing, manufacturing, financial and managerial resources.  In
addition, acquisitions of, or investments in, competing animal wellness companies by large
corporations could increase these competitors research, financial, marketing,
manufacturing, and other resources. Potential competitive technologies ultimately may
prove to be safer, more effective or less costly than any technologies that we are
developing currently or may develop in the future.

8

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# Regulation-Animal
Wellness Group

The manufacturing, processing,
formulating, packaging, labeling and advertising of the Companys products are
subject to regulation by one or more federal agencies, including the Federal Trade
Commission and the USDA. These activities are also regulated by various agencies of the
States, municipalities, and foreign governments of the countries in which the
Companys products are manufactured, distributed and sold. We do not intend to make
any claims on our product labeling or literature that would cause the Federal Drug
Administration to request proof of efficacy or require clinical trials of the products.

We cannot predict the nature of any
future laws, regulations, interpretations or applications, nor can we determine what
effect additional governmental regulations or administrative orders, when and if
promulgated, would have on the Companys business in the future. It is possible that
a government entity could require the reformulation of certain products to meet new
standards, the recall or discontinuance of certain products not capable of reformulation,
additional record keeping, expanded documentation of the properties of certain products,
expanded or different labeling, and/or scientific substantiation. Any or all of such
requirements could have a material adverse effect on the Companys results of
operations and financial condition. At this time we know of no such intention or
eventuality.

Compliance with the provisions of
national, state and local environmental laws and regulations has not had a material
adverse effect upon the capital expenditures, earnings, financial position, liquidity or
competitive position of the Company.

Our business plans described in this
Annual Report remain subject to modification from time to time at the discretion of
management and are further subject to various risks and uncertainties, some of which are
described in Part I, Item 1A of this Annul Report.

# Media Campaign

In January 2009, we entered into a
contract with Envision Media of Santa Cruz, California to provide high-level marketing
support to Mach One.

The key objective will be to develop
a living plan documenting how Mach One will market its services and/or
products to its target customers for the 2009 fiscal year.

The key deliverable will be a Mach
One Marketing plan organized as follows:

| | o | Marketing
Assessment
| | - | --------------------

| |  | Top-line
overview of mission,  positioning,  rationale,  initiatives,  goals, objectives,  trends
                           and directions, and services;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Research
Analysis
| | - | -----------------

| |  | Review
 of  the  market  opportunity,   target  profiles,   competitive   offerings,
  background                            interviews/ surveys and research;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Products
and Services
| | - | ---------------------

| |  | Overview
of products, services and solutions;
| | - | ---------------------------------------------

| | o | Go-to-Market
Infrastructure
| | - | ---------------------------

| |  | Outline
of the individual marketing programs including PR strategy, Web and print plans,
co-marketing opportunities and resources to implement plan and programs;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Measurements
/ Metrics
| | - | ----------------------

| |  | Metrics
and checkpoints to monitor feasibility, ROM (return on marketing), solution and/or
partner success, market penetration, customer acceptance, etc.;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Timeline
| | - | --------

| |  | Maps
all high level activities and associated resources;
| | - | --------------------------------------------------------

| | o | Budget
| | - | ------

| |  | Budgets
for internal resources, external programs, etc. broken down by quarter;
| | - | -------------------------------------------------------------------------------

9

---



# Subsequent Events

# Acquisition of Pacific
Rim Foods, Ltd.

On December 31, 2008, pursuant to a
Plan and Agreement of Reorganization between Mach One and Pacific Rim Foods, Ltd.
(Pacific Rim) and Certain Shareholders of Pacific Rim, Mach One completed its
acquisition of all of the issued and outstanding capital stock of Pacific Rim in exchange
for 28,000,000 shares of Mach One common stock and an aggregate of $1,500,000 Five Year
Zero Coupon Convertible Promissory Notes (collectively the Exchange
Securities). The Exchange Securities were issued to the Pacific Rim shareholders in
amounts equal to their percentage ownership in Pacific Rim. Pacific Rim is now a
wholly-owned subsidiary of Mach One and its operations will continue to be conducted under
the Pacific Rim name.

# Business of Pacific Rim

Pacific Rim is a development stage
company with Interests in the food and energy sector in China and Australia. These
Interests include equity, debt, options, insurance and intellectual property. The
underlying commodities represented by these Interests include corn, oil and gas. These
Interests represent minority stakes and as such they are recorded at cost and mark to
market in each reporting period. The underlying valuation of the business entities
reflected by these Interests may vary greatly from the recorded costs. Since some of the
Interests are in the form of minority positions the percentage ownership of the financial
statements of the underlying companies are not recorded on the financial statements of
Pacific Rim. In addition, the financial statements of certain China Interests meet China
Audit standards which may or may not reflect US GAAP Audit standards and as such if and
when Pacific Rim exercises certain Options it would require either USA GAAP or
International Standard Audits to be performed prior to entering into any control position.
The development stage of Pacific Rim reflects its early Interests in acquiring and
controlling a number of shelf stable food processing facilities in China with the intent
of growing and processing a broad range of commodities. Its initial Interests have focused
on sweet corn and its platform Interests include Jilin Jimei Foods Ltd which is the oldest
sweet corn JV in China. The Interests in Jilin Jimei Foods Ltd include Options, Debt
Instruments (Inventory Loans) and Intellectual Property (Trademark and Brands).

# Acquisition of Modular
Process Constructors, LLC

On February 18, 2009, Mach One
consummated the acquisition and purchase from Thomsen Group, LLC (Thomsen) of
all of the assets of Modular Process Constructors, LLC (MPC). Pursuant to the
Agreement for Purchase and Sale of Business, in exchange for the MPC assets the Company
issued to Thomsen 500,000 shares of restricted Series B Convertible Preferred Stock (the
Series B Preferred Stock). 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, 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 MPC for the
years ending December 31, 2009, 2010, and 2011. The company changed its name to MPS
BioPharm to better reflect its business model.

# Business of MPS BioPharm

Mach Ones BioPharm Process
Systems (BPS), through MPS BioPharm and a network of subcontractors, provides
documentation, process modules, process skids, custom tanks and vessels and custom
stainless steel fabrication to the biopharmaceutical industry, with access to over 90,000
square feet of engineering and fabrication space. Additional products and services include
professional project management, design qualifications, detailed design, component
procurement, schedule metrics and reporting, data entry and Enhanced Turn over Package
modeling.

# Acquisition of Ceres
Organic Harvest, Inc.

On February 20, 2009, pursuant to a
Plan and Agreement of Reorganization between Mach One and Ceres Organic Harvest, Inc.
(Ceres), Mach One 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.

10

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# Business of Ceres and
Organic Grain and Milling (OGM)

Ceres provides certified organic
ingredients, commodities, and custom services to the organic food industry. For 16 years
Ceres has supplied production and processing of North American-grown organic wheat, durum,
barley, oats, and other organic grains. Ceres products and services are designed to
meet the needs of the rapidly expanding organic food market.

Ceres has established a network of
business relationships that extends throughout the United States and Canada. The Company
manages grain handling facilities in North Dakota and Arizona and operates within a
worldwide network of organic producers and processors.

Ceres is committed to building
strategic alliances between producers and processors of certified organic quality food
products that support organic production. Together, these partnerships strive for
equitable profitability, environmental sustainability, appropriate food processing and
packaging, and a quality finished product.

Organic Grain and Milling, Inc. (OGM)
is a North Dakota Corporation with facilities in North Dakota and Arizona. OGMs
primary facility is a grain handling and cleaning operation located in Clyde, ND. It is
equipped to handle and store up to 250,000 bushels of wheat, barley, oats or other small
grains.

OGM also operates a grain storage
facility near Phoenix, Arizona, which is located on the Burlington Northern rail line.
This location functions as a hub for our organic desert durum wheat and other commodities
grown in the Southwestern United States.

OGM manages the procurement for all
of the grain used by Ceres for their ingredient production and manages this function
within its elevator operations.  OGM also contracts small grain production on behalf
of other manufacturers and end users. OGM is uniquely positioned to service the growing
need for organic grains.

# OGMs Resources:

| |  | Grain
handling/processing, and storage facilities in close proximity to the major growing
regions with access to rail and container loading facilities
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Access
to over 1000 growers throughout North America
| | - | ----------------------------------------------------

| |  | Established
goodwill amongst growers and grower groups in the Midwest, Upper Midwest and Southwest
potions of the US, as well as the Canadian Prairies
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Extensive
knowledge of and business experience in the organic foods industry
| | - | ----------------------------------------------------------------------------

# Industrial Ingredients

# Ingredient Production
and Sales

A primary division of Ceres is that
of the production and sale of various organic food ingredients.  It is a natural
function of Ceres position within the supply-chain relationship.  The circular
nature of this relationship connects the consumers, the farms, the millers, the
manufacturers and the retailers.  All aspects of the cycle provide drive and energy
for each segment.  Ceres provides management of ingredient production for the
manufacturers as OGM provides the grain for the ingredient production.

Durum wheat production is a major
aspect of the service provided by Ceres.  Ceres manages the milling relationships and
works to attain the specifications required by the manufacturers.  From quality
control to logistics to trouble shooting issues to personal service, Ceres is adept at and
committed to providing customers with unique solutions for their fine products.  In
addition to bulk sales to manufacturers, Ceres also maintains inventory in several
locations around the country to provide more accessible bagged goods to distributors and
pallet quantity users.

11

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# Closing of Convertible
Debt Financing Round

In January of 2009, we executed
$1,705,000 of promissory notes with 38 individuals. These notes carry an interest rate of
12% and are due 6 months from date of execution. The notes have a provision for conversion
into equity of the company at 7.5 cents per share. If all notes are converted at the end
of the term, an additional 22,733,333 shares will be issued.

# Employees

As of the date of this Report, the
Company has 19 full time employees.

# ITEM 1A.  RISK
FACTORS

A description of risk factors is not
required for smaller reporting companies.  However, we note that a variety of
factors could cause our actual results and future experiences to differ materially from
managements anticipated results or other expectations expressed in this Annual
Report. The risks and uncertainties that may affect our operations, performance,
development and results include, but are not limited to, the following:

| |  | whether
we will be able obtain additional financing to continue or expand operations and the
terms on which we will be able to obtain this financing, if at all;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | whether
our products will perform as expected in commercial applications;
| | - | -------------------------------------------------------------------------

| |  | our
ability to obtain any commercial financing to allow us to inventory for processing for
our Organics and Sustainables Group, and to obtain such financing in amounts required and
on commercially reasonable terms;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | our
ability to negotiate contracts and purchase orders with distributors and retailers;
| | - | ---------------------------------------------------------------------------------------

| |  | risks
related to inventory costs, shipping and handling and spoilage;
| | - | ---------------------------------------------------------------------

| |  | our
ability to obtain one or more third-party manufacturers for our system components and
other products;
| | - | ---------------------------------------------------------------------------------------------------------

| |  | the
cost at which we will be able to have our system components and other products
manufactured, if at all, and the time it will take to have our system components and
other products manufactured;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | our
ability to obtain all required components for our systems on a timely basis and at the
prices we anticipate;
| | - | ----------------------------------------------------------------------------------------------------------------

| |  | whether
our systems and products are viewed as providing the benefits we expect;
| | - | --------------------------------------------------------------------------------

| |  | our
systems and products performing in the manner we expect in customer applications and
without any material modifications;
| | - | ----------------------------------------------------------------------------------------------------------------------------

| |  | our
ability to obtain all  necessary  governmental  approvals  for our systems and other
 products,  including all required          import-exporter licenses and permits;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | whether
the introduction of the Bridge brand will succeed in creating preferences
with the consuming public;
| | - | -------------------------------------------------------------------------------------------------------------

| |  | the
pace at which we will utilize our existing working capital and whether our existing
working capital will be sufficient for us to continue to develop our systems and products
to the extent we anticipate;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | our
 ability to  protect  our  intellectual  property  and  obtain  and  maintain  patents
 and other  protections  for our            intellectual property;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
possible impact from competing products or technologies;
| | - | ------------------------------------------------------------

| |  | our
ability to hire, train and retain a consistent supply of reliable and effective
employees, both domestically and in any countries in which we might be able to install
one of our processing system;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
risk of non-payment by, and/or insolvency or bankruptcy of, our customers and others with
indebtedness to us;
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | the
costs of complying with applicable labor laws and requirements, including, without
limitation, with respect to health  care;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| |  | economic
and political instability in foreign countries or restrictive actions by the governments
of foreign countries in which we may seek to conduct our business or obtain customers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | changes
in tax laws or the laws and regulations governing our products and on income generated
outside the United States;
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | general
economic, business and social conditions in the United States and in foreign countries
where we may conduct our            business;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| |  | fluctuation
in interest rates, insurance,  shipping, energy, fuel and other business utilities in any
countries in which we            conduct business;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
stability of and fluctuations in currencies in which we conduct business;
| | - | -----------------------------------------------------------------------------

12

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| |  | threats
or acts of terrorism or war; strikes,  work stoppages or slowdowns by labor organizations
in any countries in which            we conduct business; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | natural
or man-made disasters that could adversely impact the industries or countries in which we
conduct business.
| | - | -------------------------------------------------------------------------------------------------------------------

# Risks Related to Our
Stock

Stocks traded in the Pink
Sheets or on the OTCBB are subject to limitations in connection with the availability
of quotes and order information.

Our shares currently trade in the
Pink Sheets. We have filed the application to seek quotation on the Over The Counter
Bulletin Board. Trades and quotations in the Pink Sheets and on the OTCBB involve a manual
process and the market information for those securities cannot be guaranteed. In addition,
quote information, or even firm quotes, may not be available. The manual execution process
may delay order processing and intervening price fluctuations may result in the failure of
a limit order to execute or the execution of a market order at a significantly different
price. Execution of trades, execution reporting and the delivery of legal trade
confirmation may be delayed significantly. Consequently, one may not able to sell shares
of our common stock at the optimum trading prices.

Stocks quoted in the Pink
Sheets or on the OTCBB may be subject to delays in order communications.

Electronic processing of orders is
not available for securities traded in the Pink Sheets or on the OTCBB and high order
volume and communication risks may prevent or delay the execution of ones trading
orders. This lack of automated order processing may affect the timeliness of order
execution reporting and the availability of firm quotes for shares of our common stock.
Heavy market volume may lead to a delay in the processing of security orders for shares of
our common stock, due to the manual nature of these markets. Consequently, you may not
able to sell shares of our common stock at the optimum trading prices.

Penny stock regulations
impose certain restrictions on marketability of our securities.

Our common stock is deemed to be
penny stock as that term is defined in Rule 3a51-1 promulgated under the
Securities Exchange Act of 1934. Subject to certain exceptions, penny stocks are stock:

| |  | With
a price of less than $5.00 per share or an exercise price of less than $5.00 per share;
| | - | --------------------------------------------------------------------------------------------

| |  | That
are not traded on a recognized national exchange;
| | - | --------------------------------------------------------

| |  | Whose
prices are not quoted on the NASDAQ automated quotation system; or
| | - | ------------------------------------------------------------------------

| |  | In
issuers with net tangible assets less than $2.0 million (if the issuer has been in
continuous operation for at least three years) or $5.0 million (if in continuous
operation for less than three years), or with average revenues of less than $6.0 million
for the last three years.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result, our common stock is
subject to rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding $200,000,
or $300,000 together with their spouse). For transactions covered by such rules, the
broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchasers written consent to the transaction prior
to the purchase. Additionally, for any transaction involving a penny stock, unless exempt,
the rules require the delivery, prior to the transaction, of a risk disclosure document
mandated by the SEC relating to the penny stock market. The broker dealer must also
disclose the commission payable to both the broker dealer and the registered
representative, current quotations for the securities and, if the broker dealer is the
sole market maker, the broker dealer must disclose this fact and the broker dealers
presumed control over the market. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account and information on the
limited market in penny stocks. In addition, the SEC currently intends to create
additional obligations with respect to the transfer of penny stocks. Most importantly, the
SEC proposes that broker-dealers must wait two business days after providing buyers with
disclosure materials regarding a security before effecting a transaction in such security.
Consequently, the penny stock rules may restrict the ability of broker dealers
to sell our securities and may affect the ability of investors to sell our securities in
the secondary market and the price at which such purchasers can sell any such securities,
thereby affecting the liquidity of the market for our common stock.

13

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Shareholders should be aware that,
according to the SEC, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Those patterns include:

| |  | control
of the market for the security by one or more broker-dealers that are often related to
the promoter or issuer;
| | - | ----------------------------------------------------------------------------------------------------------------------

| |  | manipulation
of prices through prearranged matching of purchases and sales and false and misleading
press releases;
| | - | -------------------------------------------------------------------------------------------------------------------

| |  | boiler
room practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales      persons;
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| |  | excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
| | - | ------------------------------------------------------------------------------------------

| |  | the
wholesale dumping of the same securities by promoters and broker-dealers after prices
have been manipulated to a desired level, along with the inevitable collapse of those
prices with consequent investor losses.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Risk of market fraud.

Shares traded in the Pink Sheets and
OTCBB securities are frequent targets of fraud or market manipulation. Not only because of
their generally low price, but also because the reporting requirements for these
securities are less stringent than for listed or NASDAQ traded securities, and no exchange
requirements are imposed. Dealers may dominate the market and set prices that are not
based on competitive forces. Individuals or groups may create fraudulent markets and
control the sudden, sharp increase of price and trading volume and the equally sudden
collapse of the market price for shares of our common stock.

Limited liquidity in the
Pink Sheets or on the OTCBB.

When fewer shares of a security are
being traded in the Pink Sheets or on the OTCBB, volatility of prices may increase and
price movement may outpace the ability to deliver accurate quote information. Due to lower
trading volumes in shares of our common stock, there may be a lower likelihood of
ones orders for shares of our common stock being executed, and current prices may
differ significantly from the price one was quoted at the time of ones order entry.
Our shares average daily trading volume for the last two months is 125,000 per trading
day.

Limitation in connection
with the editing and canceling of orders on the OTCBB.

Orders for Pink Sheets or OTCBB
securities may be canceled or edited like orders for other securities. Due to the manual
order processing involved in handling Pink Sheets and OTCBB trades, order processing and
reporting may be delayed, and one may not be able to cancel or edit ones order.
Consequently, one may not able to sell shares of our common stock at the optimum trading
prices.

Demand for shares of our
common stock may be decreased or eliminated.

The dealers spread (the difference
between the bid and ask prices) may be large and may result in substantial losses to the
seller of shares of our common stock in the Pink Sheets or on the OTCBB if the stock must
be sold immediately. Further, purchasers of shares of our common stock may incur an
immediate paper loss due to the price spread. Moreover, dealers trading in
these markets may not have a bid price for shares of our common stock. Due to the
foregoing, demand for shares of our common stock may be decreased or eliminated.

Our common stock has
experienced a high degree of volatility in price and volume and may experience the same
in the future.

The market price for our common stock
in the past two years has experienced a high degree of volatility both in price and
volume. The stock has a two year low of $0.015 which occurred on September 8, 2008 and a
two year high of $0.36 occurring on January 9, 2009. Because of this, you may experience
the same volatility in the future. You may or may not experience similar volatility in the
future.

14

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You may experience
dilution in your ownership of shares of our common stock.

We have financed our operations, in
large part, by issuing promissory notes convertible into our common stock. The prices at
which the principal and interest of the convertible promissory notes are convertible into
shares of common stock are less than the then-current bid price of our common stock. Sales
of shares of our common stock at prices less than prevailing bid prices has had a dilutive
effect on the owners of our common stock immediately prior to such sales or conversions.
We have also issued a substantial number of shares of our common stock as payment to
service providers for marketing and consulting services. To the extent we continue to
issue shares of our common stock at prices less than the then-current bid prices or in
connection with marketing and consulting services, existing owners of common stock will
continue to suffer dilution of their share ownership. For the foreseeable future, we do
not anticipate being able to issue shares of our common stock at prices equal, or
substantially equal to, their bid prices at the time of such sales. Furthermore, sales of
shares at prices less than the prevailing bid price of our common stock can be expected to
result in downward pressure on our stock price.

In November of 2008 and January of
2009, we executed $2,250,000 of promissory notes with 44 individuals. These notes carry an
interest rate of 12% and are due 6 months from date of execution. The notes have a
provision for conversion into equity of the company. If all notes are converted at the end
of the term, an additional 34,733,333 shares will be issued.

We have never paid dividends on
our common stock, and we do not anticipate paying dividends for the foreseeable future;
therefore, returns on your investment may only be seen by the appreciation of the value in
our securities. Investors should not rely on an investment in our
stock for the payment of cash dividends.

We have not paid any cash dividends
on our capital stock and we do not anticipate paying cash dividends in the future.
Investors should not make an investment in our common stock if they require dividend
income. Any return on an investment in our common stock will be as a result of any
appreciation, if any, in our stock price. We intend to retain earnings, if any, for use in
the operation of our business and to fund future growth. Because of this, investors may
only see a return on their investment if the value of the shares owned appreciates.

We have the ability,
without shareholder approval, to issue preferred stock and designate the rights, preferences
and privileges that may be senior to common stock.

We have a total of 10,500,000
authorized shares of preferred stock. The Board of Directors may determine, without
shareholder approval, the rights, preferences and privileges of the preferred stock.
Depending on the rights, preferences and privileges granted when the preferred stock is
issued, it may have the effect of delaying, deferring or preventing a change in control
without further action by the shareholders, may discourage bids for our common stock at a
premium over the market price of the common stock and may adversely affect the market
price of and the voting and other rights of the holders of our common stock.

We can issue common stock
without shareholder approval that may cause dilution to existing shareholders.

We have 239,500,000 authorized shares
of common stock that can be issued by the Board of Directors. Under most circumstances the
Board of Directors has the right to issue these shares. If all of these shares were
issued, it would substantially dilute the existing shareholders.

An investment in our securities is
highly speculative and subject to numerous and substantial risks. Readers are encouraged
to review these risks carefully before making any investment decision.

# ITEM 1B. UNRESOLVED
STAFF COMMENTS

NONE.

# ITEM 2. PROPERTIES

Our principal executive office is
located at 974 Silver Beach Road, Belgium, Wisconsin 53004. The lease payment of $4,300
per month on 3,500 square feet of offices and manufacturing expires in March 2010.

# ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material
legal proceedings and, to our knowledge, no material proceedings are threatened or
contemplated against us.

15

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

There were no matters submitted to a
vote of our security holders during the quarter ended December 31, 2008.

# PART II.

# ITEM
5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

# Market Information

Our common stock is quoted under the
symbol MNCN on the Pink Sheets.  The following table sets forth the high
and low bid prices for shares of our common stock for 2007, 2008, and the first quarter of
2009 , as reported by the Pink Sheets Quotations reflect inter dealer prices, without
retail markup, mark down, or commission, and may not represent actual transactions.

|YEAR |  | PERIOD |                | HIGH |  | LOW | 
|---- |  | ------ | -------------- | ---- |  | --- | 
|
|2007 |  |        | First Quarter  |      |  |     | 
|     |  |        | Second Quarter |      |  |     | 
|     |  |        | Third Quarter  |      |  |     | 
|     |  |        | Fourth Quarter |      |  |     | 
|     |  |        |               
|2008 |  |        | First Quarter  |      |  |     | 
|     |  |        | Second Quarter |      |  |     | 
|     |  |        | Third Quarter  |      |  |     | 
|     |  |        | Fourth Quarter |      |  |     | 
|     |  |        |               
|2009 |  |        | First Quarter  |      |  |     | 
|     |  |        |               

# Penny Stock
Considerations

The trading of our common stock is
deemed to be penny stock as that term is generally defined in the Securities
Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares
thus are subject to rules that impose sales practice and disclosure requirements on
broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a
broker-dealer selling a penny stock to anyone other than an established customer or
accredited investor must make a special suitability determination regarding the purchaser
and must receive the purchasers written consent to the transaction prior to the
sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net
worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000
together with his or her spouse is considered an accredited investor. In addition, under
the penny stock regulations the broker-dealer is required to:

| |  | Deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared by the
SEC relating to the penny stock market, unless the broker-dealer or the transaction is
otherwise exempt;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Disclose
commissions payable to the broker-dealer and our registered representatives and current
bid and offer quotations for the securities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | Send
monthly statements disclosing recent price information pertaining to the penny stock held
in a customers account, the accounts value and information regarding the
limited market in penny stocks; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Make
a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchasers written agreement to the transaction, prior to
conducting any penny stock transaction in the customers account.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

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Because of these regulations,
broker-dealers may encounter difficulties in their attempt to buy or sell shares of our
common stock, which may affect the ability of selling stockholders or other holders to
sell their shares in the secondary market and have the effect of reducing the level of
trading activity in the secondary market. These additional sales practice and disclosure
requirements could impede the sale of our common stock in the market place. In addition,
the liquidity for our common stock may be decreased, with a corresponding decrease in the
price of our common stock. Our shares are likely to be subject to such penny stock rules
for the foreseeable future.

# Common Stock Currently
Outstanding

As of March 31, 2009, 91,500,000 of
our current outstanding shares consist of restricted common stock. Except for 31,000,000
shares recently issued, all of these shares remaining are eligible for resale pursuant to
Rule 144 of the Securities Act. We have no plans or commitments to register such shares in
the future.

# Holders

As of the date of this Report, we had
455 stockholders of record of our common stock.

# Dividends

We have not declared any cash
dividends on our common stock since our inception and do not anticipate paying any
dividends in the foreseeable future. We plan to retain future earnings, if any, for use in
our business. Any decisions as to future payments of dividends will depend on our earnings
and financial position and such other facts, as the Board of Directors deems relevant.

# Reports to Stockholders

We are currently subject to the
information and reporting requirements of the Securities Exchange Act of 1934 and will
continue to file periodic reports, and other information with the SEC. We intend to send
annual reports to our stockholders containing audited financial statements.

# Transfer Agent

The transfer agent and registrar for
Mach One's common stock is Stalt, Inc., 671 Oak Grove Avenue Suite C Menlo Park, CA 94025
Telephone: (650) 321-7111

# Recent Sales of
Unregistered Securities

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 December 31, 2008, pursuant to a
Plan and Agreement of Reorganization between the Mach One 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. The Exchange Securities were issued to the Pacific Rim shareholders in
amounts equal to their percentage ownership in Pacific Rim. In accordance with the
transaction Pacific Rim is now a wholly-owned subsidiary of Mach One. The Maturity Value
on the Exchange Notes is $1,914,419.80. Payment of principal and accrued Original Issue
Discount shall be due on or before December 31, 2013. Mach One is required to redeem the
Exchange Notes if a merger or other change of control should occur prior to December 31,
2013. In addition, in the event Mach One completes a successful public offering, it may,
without premium and upon written notice, redeem any outstanding Exchange Notes in whole,
but not in part, in and amount equal to the principal and all accrued Original Issue
Discount.

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.

17

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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.

600,000 shares were issued in 2008
for professional services to attorneys valued at $30,000.

6,675,000 shares were issued in 2008
for consulting, technical, administrative, and investment advisory services valued at
$327,625.

We did not make any repurchases of
our securities during the fourth quarter of fiscal year 2008.

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, shares
and/or Exchange Notes for investment and not with a view toward distribution. All of the
stock certificates and Exchange Notes 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, or will be, affixed with an
appropriate legend restricting sales and transfers. Therefore, based on the foregoing, the
company issued the shares and Exchange Notes in reliance upon the exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D,
there under.

# Additional Information

Copies of our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to
those reports, are available free of charge on the Internet at www.sec.gov. All statements
made in any of our filings, including all forward-looking statements, are made as of the
date of the document, in which the statement is included, and we do not assume or
undertake any obligation to update any of those statements or documents unless we are
required to do so by law.

# ITEM 6. SELECTED
FINANCIAL DATA.

Not required under Regulation S-K for
smaller reporting companies.

# ITEM 7.  
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

THE FOLLOWING PRESENTATION OF OUR
MANAGEMENTS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

A Note About
Forward-Looking Statements

This Annual Report on Form 10-K
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are based on current managements
expectations. These statements may be identified by their use of words like
plans, expect, aim, believe,
projects, anticipate, intend, estimate,
will, should, could and other expressions that
indicate future events and trends. All statements that address expectations or projections
about the future, including statements about our business strategy, expenditures, and
financial results are forward-looking statements. We believe that the expectations
reflected in such forward-looking statements are accurate. However, we cannot assure you
that such expectations will occur.

18

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Actual results could differ
materially from those in the forward looking statements due to a number of uncertainties
including, but not limited to, those discussed in this section. Factors that could cause
future results to differ from these expectations include general economic conditions,
further changes in our business direction or strategy, competitive factors, oil and gas
exploration uncertainties, and an inability to attract, develop, or retain technical,
consulting or managerial agents or independent contractors. As a result, the
identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives requires the
exercise of judgment. To the extent that the assumed events do not occur, the outcome may
vary substantially from anticipated or projected results, and accordingly, no opinion is
expressed on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update any such
forward-looking statements. You should not unduly rely on these forward-looking
statements, which speak only as of the date of this Annual Report, except as required by
law; we are not obligated to release publicly any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this report or
to reflect the occurrence of unanticipated events.

# Plan of Operation

# Overview

In 2006, Mach One acquired VDx, a
biotech company which specialized in immune/gamma globulin solutions (Iggs) for the equine
and bovine markets. This organization, now operating as the Animal Wellness Group (AWG) is
focused on creating targeted products that deliver positive impact on animal wellness.
Products are currently marketed under the Bridge brand name. Using proprietary and
patented protections, Bridge solutions provide vital wellness advantages and are
currently focused on bovine herds facing a broad spectrum of stressful conditions. Mach
One has continued to grow and today is a strong and vibrant organization with a commitment
to innovative product development for other animal species as well as the human market.
Mach One and AWG are headquartered in Belgium, Wisconsin.

Most recently, Mach One acquired
Ceres Organic Harvest Inc. (Ceres) a transaction 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)a transaction 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
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 December 31, 2008 we had incurred a cumulative consolidated
net loss from inception of $3,744,761.

For the years ended December 31, 2008
and 2007, our consolidated net losses were $1,474,877 and $1,487,955 respectively.
Our current liabilities exceed current assets by $46,672.

19

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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 8-10 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.

Over the next 12 months, we have
contractual obligations of $51,600, primarily related to rent. These obligations total
$273,950 over the next five years.

# Results of Operations

Fiscal Year Ending December 31,
2008 Compared to Fiscal Year Ending December 31, 2007

Gross profits for the year ended
December 31, 2008 were $69,413 compared to $78,242 for the same period last year. Gross
profit decreased due to decreased sales of the Companys glucose test for dogs and
cats after discontinuing this part of the business. Executive salaries were $277,500 for
the year with $180,000 being paid to our CEO and a partial year of $97,500 paid to our
Chief Science Officer.

Professional expenses (consulting and
professional fees) comparing the year ending December 31, 2008, to the year ending
December 31, 2007, decreased from $825,623 to $588,855 due to additional in-house
personnel being used instead of outside consultants. The majority of the amount making up
the Professional fees were paid in common stock of the company and taken as an expense on
the date issued at the value on that date.

Cost of sales and services were
$34,752 for the year ended December 31, 2008 compared to $18,066 for the year ended
December 31, 2007. This increase was primarily due to the discontinuance of our testing
division and the final disposition of the product line.

General and administrative increased
to $295,466 in 2008 from $40,737 in 2007. During 2008, the Company increased trade show
attendance and resulting travel costs associated with this attendance as well as
additional expenses associated with the increase in personnel.

The Company has accumulated deficit
since inception of $3,744,761.

# Liquidity and Capital
Resources

We had a cash balance of $635,334 as
of December 31, 2008 and a cash balance of $6,928 as of December 31, 2007. Cash increased
with the placement of convertible note financing in November 2008 of $550,000 plus the
cash acquired in the Pacific Rim Acquisition.

Marketable securities obtained from
the acquisition of Pacific Rim totaled $483,900 as of market close on December 31, 2008.

As of December 31, 2008 we have
current notes payable of $815,000 consisting of $715,000 of notes payable to twelve
individuals under promissory notes executed in November and December of 2008 due in six
months and a $100,000 note payable by Pacific Rim acquired in the transaction.

Factors that caused our cash flows
from operations, investing activities, and financing activities to change for the period
December 31, 2008 from December 31, 2007 were the increased usage of our stock as payment
for professional services as well as an increase in financing received during December
2008 as a result of the $715,000 in promissory notes entered into with twelve individuals.

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.

20

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# Off-balance Sheet
Arrangements

Since our inception through December
31, 2008, we have not engaged in any off-balance sheet arrangements as defined in Item
303(c) of the SECs Regulation S-B.

# Recent Accounting
Pronouncements

We have adopted all recently issued
accounting pronouncements. The adoption of the accounting pronouncements is not
anticipated to have a material effect on our operations.

# Use of Estimates

The preparation of the financial
statements in conformity with accounting principles generally accepted in the United
States 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 financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

# Property and Equipment

Property and equipment are stated at
cost. Depreciation is computed using the straight line method based on the estimated
useful lives of the assets, all estimated at five years. There are no capitalized
leasehold improvements.

# Long-lived Assets

We account for the impairment and
disposition of long-lived assets in accordance with Statement of Financial Accounting
Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal
of Long-Lived Assets. In accordance with SFAS No. 144, the long lived assets are to
be held and reviewed for events or changes on circumstances that indicate that their
carrying value may not be recoverable. We periodically review the carrying value of long
lived assets to determine whether or not impairment to such value has incurred.

# Concentration of Credit
Risk

We place our cash with high quality
financial institutions, and at times may exceed the Federal Deposit Insurance Corporation
$250,000 insurance limit.

# Income Taxes

We account for income taxes under the
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting
for Income Taxes (SFAS 109).   Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or
settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment
date.  There was no current income tax expense or benefit due to our not having
any material operations from inception and for the years ending December 31, 2008 and
2007. Our deferred tax asset related to net operating loss carryforwards has been offset
by a 100% valuation allowance.

FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). seeks to
reduce the diversity in practice associated with certain aspects of measurement and
recognition in accounting for income taxes. FIN 48 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax
position that an entity takes or expects to take in a tax return. Additionally,
FIN 48 provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. Under FIN 48, an entity
may only recognize or continue to recognize tax positions that meet a more likely
than not threshold. We adopted FIN 48 on January 1, 2007. As a result of
adoption of FIN 48, we recognized no liability for unrecognized income tax benefits.
Additionally, we recognized no interest and penalties related to uncertain tax positions
and as of and for the year ended December 31, 2008, we have no accrued interest
related to uncertain tax positions.

21

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# Fair Value of Financial
Instruments

The carrying amounts of our financial
instruments, including cash, accounts payable and accrued liabilities, approximate their
fair value as of December 31, 2008 and 2007.

# Loss Per Share

SFAS No. 128, Earnings per
Share, requires presentation of basic earnings per
share (Basic EPS) and diluted earnings per share
(Diluted EPS).  Basic earnings (loss) per share is computed by
dividing  earnings  (loss)  available to
common  stockholders by the weighted average number of common shares outstanding
during the period.  Diluted earnings per share  reflects the
potential  dilution,  using the treasury  stock
method,  that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock
or resulted in the issuance of common  stock that then shared in our
earnings.  In computing diluted earnings per share, the treasury stock method
assumes that outstanding options and warrants are exercised and the proceeds are used to
purchase common stock at the average market price during the period.  Options
and warrants will have a dilutive effect under the treasury stock method only when the
average market price of the common stock during the period exceeds the exercise price of
the options and warrants.

# Stock-based compensation

In December 2004, the Financial
Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based
Payment (SFAS 123R). This statement requires that the cost resulting
from all share-based payment transactions be recognized in the financial statements. This
statement establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value based
measurement method in accounting for share-based payment transactions with employees
except for equity instruments held by employee share ownership plans. Effective January 1,
2006, the Company adopted the fair value recognition provisions of SFAS 123R, using the
modified prospective method. Under this method, the provisions of SFAS 123R apply to all
awards granted or modified after the date of adoption and all previously granted awards
not yet vested as of the date of adoption.  The initial adoption of this
standard had no effect on the Companys financial statements.

Shares, warrants and options issued
to non-employees for services are accounted for in accordance with SFAS 123(R) and
Emerging Issues Task Force Issue No. 96-18 (EITF 96-18), Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring or In Conjunction
with Selling Goods or Services whereby the fair value of such option and warrant
grants is determined using the Black-Scholes Model at the earlier of the date at which the
non-employees performance is completed or a performance commitment is reached.

# Contractual Cash
Obligations and Contingent Liabilities and Commitments

We have contractual obligations and
commitments with regards to operating lease arrangements. The following table quantifies
our expected contractual obligations and commitments subsequent to December 31, 2008:

|                            | Payments due by period | 
|--------------------------- | ---------------------- | 
|
|Operating lease obligations |                        | 
|                            |                        | 

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# Cautionary Information
Regarding Forward-Looking Statements

This Annual Report on Form 10-K
includes certain statements about us that may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These forward-looking statements relate to matters such as, among other
things, product development and acceptance, our anticipated financial performance,
business prospects, technological developments, new products, future distribution or
license rights, international expansion, possible strategic alternatives, new business
concepts, capital expenditures, consumer trends and similar matters.

Forward-looking statements
necessarily involve known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievement
expressed or implied by these forward-looking statements.  In some cases, you
can identify forward-looking statements by terminology such as may,
will, should, could, intend,
expect, anticipate, assume, hope,
plan, believe, seek, estimate,
predict, approximate, potential, continue
or the negative of these terms.  Statements including these words and variations
of these words, and other similar expressions, are forward-looking
statements.  Although we believe that the expectations reflected in our
forward-looking statements are reasonable based upon our knowledge of our business, we
cannot absolutely predict or guarantee any future results, levels of activity, performance
or achievements.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of these statements.

Forward-looking statements made by us
are based upon knowledge of our business and the environment in which we
operate.  However, because of various risk factors, including those briefly
listed in Part II, Item 1A above, actual results may differ from those in the
forward-looking statements. Consequently, these cautionary statements qualify all of the
forward-looking statements made in this report.  We cannot assure you that the
results or developments we anticipate will be realized or, even if substantially realized,
that those results or developments will result in the expected consequences or otherwise
affect us, our business or operations in the ways expected.  You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of
their dates, or on any subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf, all of which are expressly qualified in their
entirety by these cautionary statements.  Except to the extent required by law,
we do not undertake any obligation to release or publish any revisions to our
forward-looking statements, including without limitation those contained in this report,
to reflect events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.

# ITEM 7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting
companies.

# ITEM 8.   FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item
is submitted as a separate section of this report immediately following the signature
page.

# ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

Not applicable.

# Item 9A(T)
       CONTROLS AND PROCEDURES.

# Evaluation of Disclosure
Controls and Procedures

Disclosure controls and procedures
are designed with an objective of ensuring that information required to be disclosed in
our periodic reports filed with the Securities and Exchange Commission, such as this
Annual Report on Form 10-K, is recorded, processed, summarized and reported within the
time periods specified by the Securities and Exchange Commission. Disclosure controls are
also designed with an objective of ensuring that such information is accumulated and
communicated to our management, including our chief executive officer, in order to allow
timely consideration regarding required disclosures.

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The evaluation of our disclosure
controls by our principal executive officer included a review of the controls
objectives and design, the operation of the controls, and the effect of the controls on
the information presented in this Annual Report. Our management, including our chief
executive officer, does not expect that disclosure controls can or will prevent or detect
all errors and all fraud, if any. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Also, projections of any evaluation of the disclosure controls and
procedures to future periods are subject to the risk that the disclosure controls and
procedures may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Principal
Financial Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the
end of the period covered by this report. Based on that evaluation, our Principal
Executive Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures as of December 31, 2007 and 2008 were effective to ensure that
information required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and
forms.  There have been no material changes in our internal controls over
financial reporting or in other factors that could materially affect, or are reasonably
likely to affect, our internal controls over financial reporting during the years ended
December 31, 2007 and 2008.

# MANAGEMENTS ANNUAL
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting for the
company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability
of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles, and (iii) compliance with
applicable laws and regulations.  Our internal controls framework is based on the
criteria set forth in the Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Managements assessment of the
effectiveness of the small business issuers internal control over financial
reporting is as of the year ended December 31, 2008. We believe that internal control over
financial reporting is effective. We have not identified any, current material weaknesses
considering the nature and extent of our current operations and any risks or errors in
financial reporting under current operations.

This annual report does not include
an attestation report of the companys registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to
attestation by the Companys registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only managements report in this
annual report.

# Changes in Internal
Control over Financial Reporting.

There was no change in our internal
control over financial reporting that occurred during the fiscal quarter ended December
31, 2008, that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

# Item 9B. Other
Information.

Not applicable.

24

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# PART III

# ITEM 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our Board of Directors currently
consists of five members. Each director holds office until his successor is duly elected
by the stockholders. Executive officers serve at the pleasure of the Board of Directors.
Our current directors and executive officers are:

|Name                |  | Age |  | Position | 
|------------------- |  | --- |  | -------- | 
|
|Monte B. Tobin      |  |     |  | 61       | 
|Patrick G. Sheridan |  |     |  | 49       | 
|Peter Nash, Ph.D.   |  |     |  | 63       | 
|Dennis Severson     |  |     |  | 51       | 
|Mark D. Thomas      |  |     |  | 48       | 
|Tad M. Ballantyne   |  |     |  | 53       | 
|Brittin Eustis      |  |     |  | 49       | 

Monte Tobin  Chairman, Chief Executive Officer, Secretary
and Director Monte B. Tobin has served as chief executive officer of The Corporation for
Advanced Applications since 1996. TCAA is in the business of bringing to market various
otherwise unrelated products, each embodying a specific technology and for which its
owners believe a market exists (e.g. a glucose testing product, a test for canine
disorders and a fire retardant for use on mattresses and other fabrics). Our companys
products were originally among those marketed by TCAA through its then VDx subsidiary.
Mr. Tobin acquired VDx from TCAA in 2004 under an agreement requiring Mr. Tobin to
contribute 10% of the stock he receives from any acquiring corporation. TCAA received 3
million shares of Mach One Corporation. While Mr. Tobin expects to continue supervising
the operations of TCAA, his activities on behalf of that corporation greatly diminished
following the separation of VDx, and those activities are expected to remain minimal
during the foreseeable future. Mr. Tobin served in the United States Air Force from 1966
to 1970 during which time he also attended the University of Maryland extension in
Germany for two years, studying marketing and sales.

Patrick G. Sheridan-Chief Financial
Officer Mr. Sheridan was appointed Chief financial
officer of the Company on March 4, 2009. From 2004 to the present Mr. Sheridan
served as a consultant for Hudson Financial, one of the worlds largest
professional staffing firms. His responsibilities included financial, advisory,
and research positions with large cap companies and included management of
global restructuring processes along with coordination of all accounting
activities relating to acquisitions, financing. Pat also managed and prepared
documentation for SEC reporting for public companies as well as development and
documentation of Financing Offering Memorandums. From 1996 to 2004 was
President and CFO of Leisure Product Solutions, a product development
consulting firm. . From 1993 to 1996, Mr. Sheridan was Vice President and CFO
of HMU Management Corporation providing financial, administrative and property
management services to long-term care facilities. From 1988 to 1993, he worked
as a Manager of Business Assurance for Coopers & Lybrand and acted as a
managing auditor to healthcare and small cap companies. Mr. Sheridan served 6
years in the United States Navy as a Hospital Corpsman and Medical Lab
Technician from 1981 to 1987. Mr. Sheridan is a CPA and received a BBA in
Accounting from the University of North Florida.

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Peter Nash, Ph.D. Chief
Science Officer Peter Nash, Ph.D. originally studied to become a medical doctor and
expected to treat human patients. After obtaining his Ph.D. in microbiology, he taught
for 20 years at the Indiana School of Medicine, University of Minnesota and Minnesota
State University, Mankato  covering 13 areas of medicine, from parasitology to
immunology to virology. In 1984, Nash joined BSI, an emerging medical company (now called
Surmodics) specializing in human diagnostics. While with BSI, Dr. Nash worked to develop
tests for strep, whooping cough, salmonella, toxins and other diagnostics. In the late
1980s, Dr. Nash developed quick swab tests to detect Listeria in feedlots and E. coli in
processing plants. During the first Gulf War, he worked on anthrax tests until government
funding dissipated. Along with two other BSI founders Dr. Nash spun off Camas Inc. in
1987. From the University Technical Center in Minneapolis, they expanded their work in
rapid human diagnostics to agriculture  researching Campylobacter, Pasteurella and
E. coli 0157:H7 with federal funding. Under the direction of Dr. Nash, Camas did work for
the U.S. Department of Defense, the U.S. Marine Corps, and the U.S.D.A. After nearly
three decades of microbial study, Dr. Nash designed all-natural cattle feed additives to
inhibit a dangerous E. coli 1057:H7 strain and improve feed efficiency with impressive
results. Dr. Nash holds three patents as a result of his work.

Dennis Severson- Director
Mr. Severson
is the President of Commerce Street Venture Group, a diversified private equity
firm specializing in investing in small and medium sized companies, providing
capital for growth and acquisitions. He has served in that capacity since 2005.
From 2000 to 2005 Mr. Severson held various senior executive positions with
Commerce Street.

Mr. Severson
also serves as a director of OBN Holdings, an entertainment company           engaged in
television broadcasting, feature film and television production, and           music
production and distribution. He holds a Bachelor of Arts degree in           Economics
from the University of Hawaii.

Mark D. Thomas- Director 
Mr.
Thomas has been a Senior Infrastructure Engineer at Denver Water utility in
Denver, Colorado, since February 2006. In that position he is responsible for
that companys communication systems. From 2001 to 2006 Mr. Thomas was the
Operations Manager for Compel, LLC, a developer of data communication and
telecommunication operations. Prior to Compel, Mr. Thomas was the Vice President
of Northern Communications Group, a regional communications company.

Tad M. Ballantyne-Director
 
Mr. Ballantyne was appointed to
the Board on January 7, 2009. Mr. Ballantyne is an officer and director of several private
companies including BR Industries, Inc, Hoopeston Foods, Inc., Thomsen Group, LLC, and
Pacific Rim Foods Ltd.  Mr. Ballantyne is a director and chairman of the audit
committee of Life Partners Holdings, Inc. (NASDAQ:LPHI). He also serves as an independent
director and financial expert on the audit committee of Zeehan Zinc Limited (LSE:ZZL) and
Empire Energy Corporation International (OTCBB: EEGC) and a director of Jilin Jimei Foods
Ltd., a private company in Changchun China. During 2003, Texas Steel Partners Inc., a
Texas-based steel foundry, filed for reorganization and was liquidated pursuant to a
bankruptcy Chapter 7 conversion. Mr. Ballantyne was an officer and director and
50% shareholder of Texas Steel Partners. During the last 17 years, Mr. Ballantyne has
been active in acquiring and operating troubled companies or assets being divested by
public and private companies and has focused over the last four years in food processing
plants in both the United States and Asia. He holds a Bachelor of Science degree in
business management from the University of Wisconsin system.

Brittin Eustis-Director
Mr.
Eustis was appointed to the Board on February 20, 2009. Mr. Eustis has over
thirty years experience in the organic and natural food industry, both in
management and field operations. Mr. Eustis has been the Chief Executive Officer
and a director of Ceres Organic Harvest, Inc. since its inception in 1992.

Directors serve for a one-year term.
There are currently no agreements or understandings whereby any officer or director would
resign at the request of another person. None of our officers or directors is acting on
behalf of or will act at the direction of any other person.

# Board Committees

# Audit committee

The audit committee of our board of
directors is responsible for reviewing and monitoring our financial statements and
internal accounting procedures, recommending the selection of independent auditors by our
board, evaluating the scope of the annual audit, reviewing audit results, consulting with
management and our independent auditor prior to presentation of financial statements to
stockholders and, as appropriate, initiating inquiries into aspects of our internal
accounting controls and financial affairs. Currently, all members of our board of
directors participate in discussions concerning audit committee matters.

26

---



# Compensation and
Nominations Committees

We currently have no compensation or
nominating committee or other board committee performing equivalent functions. Currently,
all members of our board of directors participate in discussions concerning executive
officer compensation and nominations to the board of directors.

# Code of Conduct and
Ethics

Our board of directors has adopted a code
of business conduct and ethics applicable to our directors, officers and employees, in
accordance with applicable federal securities laws and the FINRA Rules.

# Indemnification of
Executive Officers and Directors

Our articles of incorporation
generally provide that directors of the corporation shall not be held corporately liable
except where applicable by Nevada statute. Articles of incorporation and our bylaws
neither provides for nor precludes indemnification of our directors, officers and
controlling person. In the event that a claim for indemnification (other than the payment
by us of expenses incurred or paid by our sole director and officer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is
appropriate and will be governed by the final adjudication of such issue. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to our directors, officers, and controlling persons, or insofar as indemnification under
that Act is otherwise permitted, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

# COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities
Exchange Act of 1934 requires the Companys officers and directors, and persons who
own more than ten percent of its Common Stock, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission (SEC) and each exchange
on which the Companys securities are registered. Officers, directors and greater
than ten percent stockholders are required by SEC regulation to furnish the Company with
copies of all ownership forms they file.

Based solely on its review of the
copies of such forms received by it, or written representations from the
officers, directors, or persons holding greater than 10% of Company stock, no
ownership disclosure form (SEC Form 5) was required for those persons. Five of
the required seven Form 3s for the directors have been filed with the SEC.
Messrs. Tobin and Severson have not filed their Form 3's as of the date of this
form 10-K. There are no transfers of the Companys common stock by any
persons subject to Section 16(a) requirements.

# ITEM 11. EXECUTIVE
COMPENSATION

The following table sets forth the
compensation of our Chief Executive Officer during the last two fiscal years ended
December 31, 2008 and 2007. No other officers or directors received annual compensation in
excess of $100,000 during the last two completed fiscal years.

|Name and
Principal Position |  | Year |      | Salary $ |  | Bonus |         | Stock
Awards |  | Option
Awards |  | All Other
Compensation |   | Total | 
|--------------------------- |  | ---- | ---- | -------- |  | ----- | ------- | ------------ |  | ------------- |  | ---------------------- | - | ----- | 
|
|Monte B. Tobin              |  |      | 2007 |          |  |       | 144,000 |              |  | 0             |  |                        | 0 |       | 
|Chief Executive Officer     |  |      | 2008 |          |  |       | 180,000 |              |  | 0             |  |                        | 0 |       | 
|                            |  |     
|Dr. Peter Nash              |  |      | 2008 |          |  |       | 97,500  | (1)          |  | 0             |  |                        | 0 |       | 
|Chief Science Officer       |  |     

(1)Dr. Nash employment agreement began on April 11, 2008.

The Company does not have any
standard arrangements pursuant to which directors are compensated for services as
directors.

# Employment Agreements

The Company has an employment
agreement with Mr. Tobin beginning in January 2006. The term of the agreement is for five
years, Years 1-2 at $144,000 per year, and Years 3-5 at $180,000 per year. Bonus
provisions also exist at the Board of Directors direction. The Agreement has cost of
living increases, and has provisions for termination with cause. Provisions for
termination without cause and for change in control of the company are also included and a
payment of a one-time sum of 2.99 times the current annual salary is included.

27

---



The Company has an employment
agreement with Dr. Nash beginning in April 2008. The term of the agreement is for three
years at $130,000 per year. Bonus provisions also exist at the Board of Directors
direction. The Agreement has cost of living increases, and has provisions for termination
with cause. Provisions for termination without cause and for change in control of the
company are also included and a payment of a one-time sum of 2.99 times the current annual
salary is included.

# Stock option plan

We do not have a stock option plan.

# Employee Pension, Profit
Sharing or other Retirement Plans

We do not have a defined benefit,
pension plan, profit sharing or other retirement plan, although we may adopt one or more
of such plans in the future.

# ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

# Beneficial Ownership
Table

The following tables set forth as of
March 31, 2009 the ownership of our common stock by each person known by us to be the
beneficial owner of more than 5% of our outstanding common stock, each of our executive
officers and directors, and all executive officers and directors of the Company as a
group. To the best of our knowledge, the persons named have sole voting and investment
power with respect to such shares, except as otherwise noted. There are no known pending
or anticipated arrangements that may cause a change in control.

|Name and Address                                    |  | Title of
Class |                   | Shares Beneficially
Owned |  | % of Shares
Outstanding |           
|--------------------------------------------------- |  | -------------- | ----------------- | ------------------------- |  | ----------------------- | ----------
|
|Monte B. Tobin                                      |  |                | Common            |                           |  |                         | 24,000,000
|6430 Congress Dr., West Bend, WI 53095              |  |               
|                                                    |  |                |                  
|Dr. Peter C. Nash                                   |  |                | Common            |                           |  |                         | 500,000   
|18811 Maple Leaf Dr., Eden Prairie, MN 55346        |  |               
|                                                    |  |                |                  
|Patrick G. Sheridan                                 |  |                | Common            |                           |  |                         | 0         
|6430 Congress Dr., West Bend, WI 53095              |  |               
|                                                    |  |                |                  
|Mark A. Thomas                                      |  |                | Common            |                           |  |                         | 4,600,000 
|13277 Teller Lake Way, Broomfield, CO 80020         |  |               
|                                                    |  |                |                  
|Dennis Severson                                     |  |                | Common            |                           |  |                         | 1,000,000 
|PO Box 593, Stillwater, MN 55082                    |  |               
|                                                    |  |                |                  
|Tad M. Ballantyne                                   |  |                | Common            |                           |  |                         | 9,377,600 
|5118 Hunt Club Dr., Racine, WI 53402                |  |                | Class B Preferred |                           |  |                         | 500,000   
|                                                    |  |                |                  
|Brittin Eustis                                      |  |                | Common            |                           |  |                         | 4,800,000 
|1295 Bandana Blvd. N., Ste. 240, St. Paul, MN 55108 |  |                | Class C Preferred |                           |  |                         | 4,800,000 
|                                                    |  |                |                  
|AAR Accounts Family Limited Partnership (6)         |  |                | Common            |                           |  |                         | 11,216,307
|17 Beverly Rd., Little Neck, NY 11363               |  |               
|                                                    |  |                |                  
|Empire Energy Corporation International             |  |                | Common            |                           |  |                         | 9,761,400 
|4500 College Blvd., Ste. 240, Leawood, KS 66211     |  |               
|                                                    |  |                |                  
|Officers and Directors (7 persons)                  |  |                |                   |                           |  |                         | 48,677,600

28

---



|(1) | Includes 3,000,000 shares given to The Corporation for Advanced Applications of
                    which Mr. Tobin is a majority shareholder and maintains beneficial ownership.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 750,000 shares in the name of the Thomas Family Trust of which
                    Mr. Thomas is the beneficial owner.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 8,440,000 shares held by Mackay Limited Partnership over which Mr.
                    Ballantyne exercises control.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(4) | All of these Class B Preferred Shares are owned by Thomsen Group, LLC of which
                    Mr. Ballantyne is the majority owner. Each share of Class B Preferred Stock is
                    convertible at any time into two shares of Common Stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Each share of Class C Preferred Stock is convertible at any time into one share
                    of Common Stock.
|--- | --------------------------------------------------------------------------------------------------------------------

|(6) | Andrew A. Roth is General Partner of AAR Family Limited Partnership.
|--- | --------------------------------------------------------------------

ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

We lease our office and warehouse
facility in Belgium Wisconsin from Monte B. Tobin, our President, and his wife, 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 option to increase the warehouse
space by up to 500 feet. We currently pay a base rent of approximately $4,300 per month.
Under the lease, rent increases are possible if property taxes increase. The Company would
be responsible for a pro-rata share of the increase. We believe the rent and other terms
of the lease are substantially equivalent to those that would prevail in an arms-length
transaction between unrelated parties.

In April 2007, a company that Mach
Ones CEO is a minority shareholder of (CAA) purchased a company called Cooler
Solutions. Cooler Solutions is in the business of manufacturing and selling freezers for
industrial applications. We purchase freezer boxes from Cooler Solutions for supply to our
dairy customers. We will also be purchasing freezers for installation in our manufacturing
facilities. The price of the freezer boxes to us is competitive to the market for these
products. CAA could also possibly provide other goods and services to us throughout its
normal course of business. Any of these products as sold by CAA will be competitively
priced to the current market price of similar products.

# ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.

During the last two fiscal years,
Larry ODonnell, PC., the Companys independent auditors, have billed for their
services as set forth below. In addition, fees and services related to the audit of the
financial statements of the Company for the period ended December 31, 2008, as contained
in this Report, are estimated and included for the fiscal year ended December 31, 2008.

|                   | Year ended
December 31, | 
|------------------ | ----------------------- | 
|
|Audit Fees         |                         | 
|Audit-Related Fees |                         | 
|Tax Fees           |                         | 
|All Other Fees     |                         | 

29

---



# Pre-Approval of
Non-Audit Services

The SEC adopted rules that require
that before the independent auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement must be:

-
approved by our Audit Committee; or

-
entered into pursuant to pre-approval policies and procedures established by our Audit
Committee, provided the policies and procedures are detailed as to the particular service,
the Audit Committee is informed of each service, and the policies and procedures do not
include delegation of the Audit Committees responsibilities to management.

Our Audit Committee requires advance
approval of all audit, audit-related, tax and other services performed by our independent
auditor. Unless the specific service has been previously pre-approved with respect to that
year, the Audit Committee must approve the permitted service before our independent
auditor is engaged to perform it.  All services performed by our independent
auditors in 2008 and 2007 were approved in accordance with the Audit Committees
pre-approval policies.

# PART IV

# ITEM 15. EXHIBITS;
FINANCIAL STATEMENT SCHEDULES.

|Exhibit No | Description
|---------- | -----------

| | 2.1 | Plan
and Agreement of Reorganization dated November 21,2008, between the Company and Pacific
Rim Foods, Ltd. (1)
| | --- | ----------------------------------------------------------------------------------------------------------------

| | 2.2 | Agreement
for Purchase and Sale of Business dated Feb.18, 2009 between the Company and Thomsen
Group, LLC (2)
| | --- | -------------------------------------------------------------------------------------------------------------

| | 2.3 | Earn-Out
Agreement between the Company and Thomsen Group, LLC dated Feb. 18, 2009 (3)
| | --- | -------------------------------------------------------------------------------------

| | 2.3 | Plan
and Agreement of Reorganization dated Feb. 2, 2009 between the Company and Ceres Organic
Harvest, Inc. (4)
| | --- | ---------------------------------------------------------------------------------------------------------------

| | 3.1 | Articles
of Incorporation  (5)
| | --- | ------------------------------

| | 3.2 | Articles
of Merger filed August 10, 1994   (5)
| | --- | ----------------------------------------------

| | 3.3 | Certificate
of Amendment of Articles of Incorporation filed June 6, 2002 increasing authorized shares
 (5)
| | --- | ----------------------------------------------------------------------------------------------------------

| | 3.4 | Certificate
of Designation designating rights, powers and preferences of Preferred Stock (5)
| | --- | --------------------------------------------------------------------------------------------

| | 3.5 | Bylaws
 (5)
| | --- | -----------

| | 3.6 | BioQual
asset purchase agreement  (5)
| | --- | -------------------------------------

| | 3.7 | Mach
One Vdx purchase agreement  (5)
| | --- | ------------------------------------

| | 3.8 | Certificate
of Designation designating rights, powers and preferences of Series B Convertible
Preferred Stock *
| | --- | ---------------------------------------------------------------------------------------------------------------

| | 3.9 | Certificate
of Designation designating rights, powers and preferences of Series C Convertible
Preferred Stock *
| | --- | ---------------------------------------------------------------------------------------------------------------

| | 4.1 | Form
of 12% Convertible Note issued to AAR  (5)
| | --- | -----------------------------------------------

| | 4.2 | Form
of 12% Convertible Note issued to John and Audrey Quackenbush (5)
| | --- | ----------------------------------------------------------------------

| | 4.3 | Form
of Promissory Note issued to investor in April 2007  (5)
| | --- | -------------------------------------------------------------

| | 4.4 | Form
of Five Year Zero Coupon Convertible Promissory Note due December 31, 2013
| | --- | -------------------------------------------------------------------------------

| | 5.1 | Opinion
Steven L. Slaw, PC (6)
| | --- | ------------------------------

| | 10.1 | 2005
Investment Advisory Agreement between the Company and Charles Morgan Securities, Inc. (5)
| | ---- | ----------------------------------------------------------------------------------------------

| | 10.2 | Investment
Banking Agreement between the Company and Charles Morgan Securities, Inc.  (5)
| | ---- | -----------------------------------------------------------------------------------------

| | 10.3 | Placement
Agreement between the Company and Charles Morgan Securities, Inc. relating to AAR
placement  (5)
| | ---- | ----------------------------------------------------------------------------------------------------------

| | 10.4 | Form
of Securities Purchase Agreement with AAR  (5)
| | ---- | ---------------------------------------------------

| | 10.5 | Amendment
to AAR Stock Purchase Agreement and related agreements  (5)
| | ---- | ---------------------------------------------------------------------

| | 10.6 | Form
of Security Agreement with AAR  (5)
| | ---- | ----------------------------------------

| | 10.7 | Placement
Agreement between the Company and Charles Morgan Securities, Inc. relating to Quackenbush
placement (5)
| | ---- | -----------------------------------------------------------------------------------------------------------------

| | 10.8 | Form
of Securities Purchase Agreement with John and Audrey Quackenbush (5)
| | ---- | --------------------------------------------------------------------------

| | 10.9 | Amendment
to Quackenbush Stock Purchase Agreement and related agreements (5)
| | ---- | ----------------------------------------------------------------------------

| | 10.10 | Form
of Security Agreement with John and Audrey Quackenbush (5)
| | ----- | ---------------------------------------------------------------

| | 10.11 | Employment
Agreement with Monte B. Tobin (5)
| | ----- | --------------------------------------------

| | 10.12 | Lease
of plant facility (5)
| | ----- | ---------------------------

| | 10.13 | Contract
with Nutritional Solutions, LLC (6)
| | ----- | --------------------------------------------

| | 10.14 | Nash
Employment Agreement (7)
| | ----- | -----------------------------

30

---



| | 23.1 | Consent
of Steven L. Slaw, PC (Contained in Exhibit 5) (6)
| | ---- | ----------------------------------------------------------

| | 31.1 | Certification
of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 *
| | ---- | -------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 *
| | ---- | -------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of Chief Exec. Officer and Chief Fin. Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                 *
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------

| | * | Filed
herewith
| | - | --------------

| | (1) | Previously
filed as exhibit 10.1 to the Company's Form 8-K filed January 16, 2009
| | --- | ---------------------------------------------------------------------------------

| | (2) | Previously
filed as exhibit 10.1 to the Company's Form 8-K filed February 26, 2009
| | --- | ----------------------------------------------------------------------------------

| | (3) | Previously
filed as exhibit 10.2 to the Company's Form 8K  filed February  26, 2009
| | --- | -----------------------------------------------------------------------------------

| | (4) | Previously
filed as exhibit 10.3 to the Company's Form 8-K filed February 26. 2009
| | --- | ----------------------------------------------------------------------------------

| | (5) | Previously
filed in Company's SB-2 as amended with the SEC in October 2007.
| | --- | ---------------------------------------------------------------------------

| | (6) | Previously
filed in Company's S-1 as amended with the SEC in July 2008.
| | --- | -----------------------------------------------------------------------

| | (7) | Previously
filed in Company's S-1 as amended with the SEC in September 2008.
| | --- | ----------------------------------------------------------------------------

# FORM 8-K:

Form 8-K filed on September 23,
2008.

31

---



# SIGNATURES

In accordance with the Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on the 14th
day of April, 2009.

| | MACH ONE CORPOATION
| | -------------------
| | By:                
| |                    
| |                    

In accordance with the requirements
of the Securities and Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities indicated and on the dates
stated.

|                                                                                                   |                       
|-------------------------------------------------------------------------------------------------- | ----------------------
|                                                                                                   |                       
|                                                                                                   |                       
|/s/ Monte B. Tobin                                                                                 | Dated:  April 14, 2009
|Monte B. Tobin                                   
Chief Executive Officer, Secretary, and Director |                       
|                                                                                                   |                       
|/s/ Dennis Severson                                                                                | Dated:  April 14, 2009
|Dennis Severson  
Director                                                                         |                       
|                                                                                                   |                       
|                                                                                                   |                       
|/s/ Mark D. Thomas                                                                                 | Dated:  April 14, 2009
|Mark D. Thomas 
Director                                                                           |                       
|                                                                                                   |                       
|/s/ Tad M. Ballantyne                                                                              | Dated:  April 14, 2009
|Tad M. Ballantyne 
Director                                                                        |                       
|                                                                                                   |                       
|/s/ Brittin Eustis                                                                                 | Dated:  April 14, 2009
|Brittin Eustis  
Director                                                                          |                       
|                                                                                                   |                       

32

---



# Mach One Corporation

# Financial Statements

# As of December 31,
2008 and 2007 For Each of the Two Years in the Period Ended December
31, 2008

---

# Mach One Corporation

# Index to the Financial
Statements

# As of December 31,
2008 and 2007  For Each of the Two Years in the Period
Ended December 31, 2008

|                                                                                         | 
|---------------------------------------------------------------------------------------- | 
|
|Report of Independent Registered Public Accounting Firm                                  | 
|                                                                                         | 
|Financial Statements of Mach One Corporation                                             | 
|                                                                                         | 
|Balance Sheet as of December 31, 2008 and 2007                                           | 
|                                                                                         | 
|Statements of Operations for Each of the Two Years in the Period Ended December 31, 2008 | 
|                                                                                         | 
|Statements of Stockholders' Equity for Period Ended December 31, 2008                    | 
|                                                                                         | 
|Statements of Cash Flows for Each of the Two Years in the Period Ended December 31, 2008 | 
|                                                                                         | 
|Notes to the Financial Statements                                                        | 
|                                                                                         | 

---



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
andStockholders of Mach One Corporation

We have audited the accompanying
balance sheets of Mach One Corporation as of December 31, 2008 and 2007, and the related
statements of operations, stockholders equity and cash flows for each of the years
in the two-year period ended December 31, 2008. Mach One Corporations management is
responsible for these financial statements. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of Mach One Corporation as of December 31, 2008 and 2007 and the results of its
operations and its cash flows each of the years in the two-year period ended December 31,
2008 in conformity with accounting principles generally accepted in the United States of
America.

/s/ Larry ODonnell, PC
Larry ODonnell, PCAurora,
ColoradoApril 13, 2009

33

---



# Mach One Corporation  Balance
Sheet As of December 31, 2008 and 2007

|                                     | 2008 |  | 2007 |          
|------------------------------------ | ---- |  | ---- | ---------
|
|Assets                               |      |  |      |          
|                                     |      | 
|Current assets                       |      | 
|Cash                                 |      |  | $    | 635,334  
|Accounts Receivable                  |      |  |      | 44,603   
|Total  Current Assets                |      |  |      | 679,936  
|                                     |      | 
|Other Current Assets                 |      | 
|Loan Receivable                      |      |  |      | 4,000    
|Accrued lease payments               |      |  |      | 7,196    
|Security Deposit                     |      |  |      | 2,200    
|Marketable securities                |      |  |      | 483,900  
|Total  Other Current Assets          |      |  |      | 497,296  
|                                     |      | 
|Total Current Assets                 |      |  |      | 1,177,232
|                                     |      |  |      |          
|                                     |      | 
|Fixed Assets (net of depreciation)   |      |  |      | 771,030  
|                                     |      |  |      |          
|                                     |      | 
|Other Assets                         |      | 
|Brand trademark                      |      |  |      | 80,000   
|Prepaid management fees              |      |  |      | 210,000  
|Inventory advance                    |      |  |      | 520,020  
|Goodwill                             |      |  |      | 3,438,466
|Total other assets                   |      |  |      | 4,248,486
|                                     |      |  |      |          
|Total Assets                         |      |  |      | 6,196,748
|                                     |      |  |      |          
|                                     |      | 
|Liabilities and Stockholders' Equity |      | 
|                                     |      | 
|Current liabilities                  |      | 
|                                     |      | 
|Accounts payable                     |      |  | $    | 7,577    
|Accrued interest payable             |      |  |      | 23,668   
|Accrued Expenses                     |      |  |      | 377,659  
|Note payables-short term             |      |  |      | 815,000  
|                                     |      |  |      |          
|Total current liabilities            |      |  |      | 1,223,904
|                                     |      |  |      |          
|                                     |      | 
|Long Term Liabilities                |      | 
|Long Term Notes Payable              |      |  |      | 3,164,268
|                                     |      |  |      |          
|                                     |      | 
|Total Long Term Liabilities          |      |  |      | 3,164,268
|                                     |      |  |      |          
|                                     |      | 
|Total Liabilities                    |      |  |      | 4,388,173
|                                     |      |  |      |          
|                                     |      | 

34




|                                                       |  | 
|------------------------------------------------------ |  | 
|
|Stockholders' Equity                                   |  | 
|                                                       |  | 
|Preferred Stock, $.05 par value authorized 10,500,000  |  | 
|Shares; Issued and Outstanding 5,420,000 Shares        |  | 
|                                                       |  | 
|Common Stock, $0.001 par value, authorized 239,500,000 |  | 
|Shares; Issued and Outstanding 111,094,054 shares      |  | 
|                                                       |  | 
|Treasury Stock                                         |  | 
|Additional Paid-in Capital                             |  | 
|                                                       |  | 
|Retained Earnings                                      |  | 
|                                                       |  | 
|                                                       |  | 
|Total Stockholders' Equity                             |  | 
|                                                       |  | 
|                                                       |  | 
|Total Liabilities &  Stockholders' Equity              |  | 
|                                                       |  | 

See accompanying notes
to financial statements

35

---



# Mach One Corporation
Statements of Operations For Each of
the Two Years in the Period Ending December 31, 2008 and from Inception

|                              | Year ended December 31, |  | Inception (Sept. 4, 2004)
to |           
|----------------------------- | ----------------------- |  | ---------------------------- | ----------
|
|Revenue                       |                         |  |                              |           
|Sales                         |                         |  |                              | 104,166   
|                              |                         | 
|Total income                  |                         |  |                              | 104,166   
|                              |                         |  |                              |           
|Cost of sales                 |                         |  |                              | 34,752    
|                              |                         |  |                              |           
|Gross profit                  |                         |  |                              | 69,413    
|                              |                         |  |                              |           
|                              |                         | 
|Expenses                      |                         | 
|                              |                         | 
|Marketing & Advertising       |                         |  |                              | 8,690     
|Professional Fees             |                         |  |                              | 588,855   
|Salaries & Benefits           |                         |  |                              | 348,348   
|Facility Expense              |                         |  |                              | 62,824    
|General  & Admin Expense      |                         |  |                              | 295,466   
|Depreciation                  |                         |  |                              | 89,037    
|                              |                         | 
|Total expenses                |                         |  |                              | 1,393,219 
|                              |                         |  |                              |           
|Loss from operations          |                         |  |                              | (1,323,806
|                              |                         |  |                              |           
|Other income (expenses)       |                         | 
|Other Income                  |                         |  |                              |          
|Interest expense              |                         |  |                              | (151,071  
|Note expense                  |                         |  |                              |          
|Beneficial Conversion expense |                         |  |                              |          
|                              |                         | 
|Net loss                      |                         |  |                              | (1,474,877
|                              |                         |  |                              |           
|                              |                         |  |                             
|                              |                         |  |                             
|Loss per common share         |                         |  |                              | (0.02     
|                              |                         | 
|Weighted shares               |                         |  |                              | 85,550,875

See accompanying notes
to financial statements

36

---



# Mach One Corporation
Statements of Stockholders' EquityFor the Period Ended December 31, 2008

|                                          | Preferred Stock |  | Common Stock |           | Paid in |  | Accumulated |  |  |            
|----------------------------------------- | --------------- |  | ------------ | --------- | ------- |  | ----------- |  |  | -----------
|
|Balance December 31, 2007                 |                 |  |              | 5,420,000 |         |  | 271,000     |  |  | 73,152,387 
|                                          |                 | 
|Shares issued for consulting services     |                 |  |              |          |         |  |            |  |  | 3,250,000  
|                                          |                 | 
|Shares issued for technical services      |                 |  |              |          |         |  |            |  |  | 850,000    
|                                          |                 | 
|Shares issued under terms of note         |                 |  |              |          |         |  |            |  |  | 1,000,000  
|                                          |                 | 
|Professional services-attorney            |                 |  |              |          |         |  |            |  |  | 300,000    
|                                          |                 | 
|Shares issued for consulting services     |                 |  |              |          |         |  |            |  |  | 250,000    
|                                          |                 | 
|Shares issued for consulting services     |                 |  |              |          |         |  |            |  |  | 600,000    
|                                          |                 | 
|Shares issued for technical services      |                 |  |              |          |         |  |            |  |  | 200,000    
|                                          |                 | 
|Shares issued for investment advisory     |                 |  |              |          |         |  |            |  |  | 250,000    
|                                          |                 | 
|Shares issued for investment advisory     |                 |  |              |          |         |  |            |  |  | 1,225,000  
|                                          |                 | 
|Professional services-attorney            |                 |  |              |          |         |  |            |  |  | 300,000    
|                                          |                 | 
|Shares issued for administrative services |                 |  |              |          |         |  |            |  |  | 50,000     
|                                          |                 | 
|Shares issued for PRF acquisition         |                 |  |              |          |         |  |            |  |  | 28,000,000 
|                                          |                 | 
|Shares issued upon Conversion of Note     |                 |  |              |          |         |  |            |  |  | 1,666,667  
|                                          |                 | 
|Treasury Stock                            |                 |  |              |          |         |  |            |  |  |           
|                                          |                 | 
|Net Loss December 2008                    |                 |  |              |          |         |  |            |  |  |           
|                                          |                 |  |              |           |         |  |             |  |  |            
|Balance December 31, 2008                 |                 |  |              | 5,420,000 |         |  | 271,000     |  |  | 111,094,054
|                                          |                 |  |              |           |         |  |             |  |  |            

37

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# Mach One Corporation
                                          Statements of Cash Flow
                        For Each of Two Years in the Period Ended December 31, 2008

|                                                              | FOR THE YEARS ENDED
DECEMBER 31, | 
|------------------------------------------------------------- | -------------------------------- | 
|
|Cash flows from operating activities:                         |                                  | 
|Net loss                                                      |                                  | 
|                                                              |                                  | 
|Noncash items included in net income                          |                                  | 
|Beneficial Conversion Feature                                 |                                  | 
|Depreciation and amortization                                 |                                  | 
|Compensation for Stock                                        |                                  | 
|Changes in operating assets/liabilities (net of acquisition): |                                  | 
|Accounts receivable (increase) decrease                       |                                  | 
|Accrued lease payments increase                               |                                  | 
|Accounts payable decrease                                     |                                  | 
|Accrued expenses increase                                     |                                  | 
|                                                              |                                  | 
|Total adjustments                                             |                                  | 
|                                                              |                                  | 
|Net cash used in operating activities                         |                                  | 
|                                                              |                                  | 
|Cash flows from investing activities:                         |                                  | 
|Cash acquired from acquisition                                |                                  | 
|Increase in Note Receivable                                   |                                  | 
|Purchase of Equipment                                         |                                  | 
|                                                              |                                  | 
|Net Cash Used in Investing Activities                         |                                  | 
|                                                              |                                  | 
|Cash flows from financing activities:                         |                                  | 
|Increase in Notes Payable                                     |                                  | 
|Proceeds from issuance of  stock                              |                                  | 
|                                                              |                                  | 
|Net cash provided by financing activities                     |                                  | 
|                                                              |                                  | 
|Net increase in cash                                          |                                  | 
|                                                              |                                  | 
|Cash, beginning of period                                     |                                  | 
|                                                              |                                  | 
|Cash, end of period                                           |                                  | 
|                                                              |                                  | 

See accompanying notes
to financial statements

38

---



# Mach One Corporation

# Notes to the Financial
Statements

# As of December 31,
2008 and 2007 For Each of the Two Years in the Period Ended
December 31, 2008

# NOTE 1. NATURE OF
BUSINESS

Mach One Corporation (the
Company, we or us) is a global wellness company 
that by using its proprietary scientific processes provides biotechnology based solutions
to help address one of the worlds most pressing and costly
needspositive, long-term health and longevity benefits for humans and
disease-threatened animals of commercial operations. Mach One provides targeted, broad
spectrum immunoglobulins (IgGs) for nutraceutical products that offer a new level of cost
effectiveness, improved health and ease of administrationwith an initial focus on
the dairy and beef industry. With our recent acquisition of Ceres Organic Harvest, Inc.
and its subsidiary Organic Grain and Milling, Inc., we also supply 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
number of oat-based products using a proprietary oat cultivar with substantially higher
fiber and beta-glucan content. Our most recent acquisition of BioPharm Process Systems
(BPS) allows us to provide documentation, process modules, process skids, custom tanks and
vessels and custom stainless steel fabrication to the biopharmaceutical industry, with
over 90,000 square feet of engineering and fabrication space as well as a highly trained,
skilled workforce. Additional products and services include professional project
management, DQ design qualifications, detailed design, component procurement, schedule
metrics and reporting, data entry and ETOP (Enhanced Turn Over Package) modeling.

The Companys stock is listed on
the Over-the-Counter listing service under the stock symbol MNCN.

Principles of
Consolidation

The accompanying consolidated
financial statements include the accounts of Mach One Corporation, VDx, Inc., and Pacific
Rim Foods, Ltd. All significant inter-company balances and transactions have been
eliminated in consolidation.

Revenue Recognition

Revenues from sales are recognized
when invoiced.

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 $3,744,761 from inception through
December 31, 2008.  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.

39

---



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 8-10 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 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting
policies presented below is designed to assist in understanding the Companys
financial statements. Such financial statements and accompanying notes are the
representations of Company management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles generally accepted
in the United States of America (U.S. GAAP) in all material respects, and have
been consistently applied in preparing the accompanying financial statements. The Company
is classified as a development stage enterprise under U.S. GAAP and has not generated
significant revenues from its principal operations.

Use of Estimates

The preparation of the financial
statements in conformity with accounting principles generally accepted in the United
States 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 financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Concentration of Credit
Risk

We place our cash with high quality
financial institutions, and at times may exceed the Federal Deposit Insurance Corporation
$250,000 insurance limit.

Property and Equipment

Property and equipment are stated at
cost. Equipment under capital leases is stated at the present value of minimum lease
payments. Depreciation is calculated on a straight-line basis over the estimated useful
lives of the assets, which is 5 to 10 years. Betterments, which extend the life of the
asset, are capitalized, and maintenance and repairs are expensed as incurred.

Impairment of Long-lived
Assets

We account for the impairment and
disposition of long-lived assets in accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. In accordance with SFAS No. 144, long
lived assets are to be held and reviewed for events or changes in circumstances that
indicate that their carrying value may not be recoverable. We periodically review the
carrying value of long lived assets to determine whether an impairment to such value has
occurred. An impairment loss is recognized when the carrying amount of the long-lived
asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived
asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. Any required impairment loss is
measured as the amount by which the carrying amount of a long-lived asset exceeds its fair
value and is recorded as a reduction in the carrying value of the related asset and a
charge to operating results.

40

---



Research and Development
Costs

Research and development costs are
expensed as incurred, indicating commercial viability has not been obtained. Purchased
materials that do not have an alternative future use and the cost to develop prototypes of
production equipment are also expensed. Costs incurred after the production process is
viable and a working model of the equipment has been completed will be capitalized as
long-lived assets.

Income Taxes

We account for income taxes under the
SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under SFAS 109,
the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. A valuation allowance related to
a deferred tax asset is recorded when it is more likely than not that some or all of the
deferred tax asset will not be realized.

In July 2006, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position that an entity takes or expects to take in a
tax return. Additionally, FIN 48 provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. Under
FIN 48, an entity may only recognize or continue to recognize tax positions that meet
a more likely than not threshold. We adopted FIN 48 on January 1,
2007. As a result of adoption of FIN 48, we recognized no liability for unrecognized
income tax benefits. Additionally, we recognized no interest and penalties related to
uncertain tax positions and as of December 31, 2008, we have no accrued interest
related to uncertain tax positions.

Fair Value of Financial
Instruments

The carrying amounts of our financial
instruments, including cash, accounts payable and accrued liabilities approximate their
fair value as of December 31, 2008. The fair value of the Companys notes payable to
related parties approximate their carrying value as the stated interest rates of these
instruments reflect rates which are otherwise currently available to the Company.

Loss Per Share

SFAS No. 128, Earnings per
Share, requires presentation of basic earnings per share (Basic EPS) and
diluted earnings per share (Diluted EPS). Basic earnings (loss) per share is
computed by dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution, using the treasury stock method, that could occur if
securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in our earnings.
In computing diluted earnings per share, the treasury stock method assumes that
outstanding options and warrants are exercised and the proceeds are used to purchase
common stock at the average market price during the period. Options and warrants will have
a dilutive effect under the treasury stock method only when the average market price of
the common stock during the period exceeds the exercise price of the options and warrants.

41

---



Stock-based compensation

In December 2004, the FASB issued
SFAS No. 123R, Share-Based Payment. This statement requires that the cost
resulting from all share-based payment transactions be recognized in the financial
statements. This statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all entities to apply a
fair-value based measurement method in accounting for share-based payment transactions
with employees except for equity instruments held by employee share ownership plans.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS No. 123R, using the modified prospective method. Under this method, the provisions of
SFAS No. 123R apply to all awards granted or modified after the date of adoption and all
previously granted awards not yet vested as of the date of adoption. The initial adoption
of this standard had no effect on the Companys financial statements.

Shares, warrants and options issued
to non-employees for services are accounted for in accordance with SFAS No. 123R and
Emerging Issues Task Force Issue No. 96-18 (EITF 96-18), Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring or In Conjunction
with Selling Goods or Services whereby the fair value of such option and warrant
grants is determined using the Black-Scholes Model at the earlier of the date at which the
non-employees performance is completed or a performance commitment is reached.

Recent Accounting
Pronouncements

On December 4, 2007, the FASB issued
SFAS No. 141 (R), Business Combinations.   SFAS No. 141(R)
will significantly change the accounting for business combinations such that an acquiring
entity will be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will
change the accounting treatment for certain specific items, including:

| |  | Acquisition
costs will be generally expensed as incurred;
| | - | ---------------------------------------------------------

| |  | Noncontrolling
interests (formerly known as "minority interests" -- see SFAS No. 160 discussion
         below) will be valued at fair value at the acquisition date;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Acquired
contingent liabilities will be recorded at fair value at the acquisition date and
subsequently measured at either the higher of such amount or the amount determined under
existing guidance for non-acquired contingencies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In-process
research and development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date;
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| |  | Restructuring
costs associated with a business combination will be generally expensed subsequent to the
acquisition date; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

42

---



| |  | Changes
in deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

FAS No. 141(R) also includes a
substantial number of new disclosure requirements and applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. Earlier adoption is
prohibited.  Management does not believe such statement will have any impact on its
future financial statements.

Also, on December 4, 2007, the FASB
issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements  An Amendment of ARB No. 51.   SFAS No. 160
establishes new accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parents equity. The amount
of net income attributable to the noncontrolling interest will be included in consolidated
net income on the face of the income statement. SFAS No. 160 clarifies that changes in a
parents ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In addition,
this statement requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of
the noncontrolling equity investment on the deconsolidation date. This statement also
includes expanded disclosure requirements regarding the interests of the parent and its
noncontrolling interest.  SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15, 2008, and
earlier adoption is prohibited.  Management does not believe such statement will
have any impact on its future financial statements.

Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA,
and the SEC did not or are not believed by management to have a material impact on the
Companys present or future consolidated financial statements.

# NOTE 3. NOTES PAYABLE TO
RELATED PARTIES

We lease our office and warehouse
facility in Belgium Wisconsin from Monte B. Tobin, our President, and his wife, 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 option to increase the warehouse
space by up to 500 feet. We currently pay a base rent of approximately $4,300 per month.
The Tobins hold a note representing unpaid rent and interest from 2005 and 2006
totaling $105,861.73. Interest is at 12% per year.

# NOTE 4.
STOCKHOLDERS EQUITY (DEFICIT)

Common Stock

The Company is authorized to issue
239,500,000 shares of $.0001 par value common stock. The Company has 111,094,054 shares of
its common stock issued and outstanding at December 31, 2008. Dividends may be paid on
outstanding shares as declared by the Board of Directors. Each share of common stock is
entitled to one vote. There were several issues and other activities involving common
transactions during the year.

43

---



Preferred Stock

The Company is authorized to issue
10,500,000 shares preferred stock. The par value originally was $.50 per share. On May
24th , 2002, the preferred stock par value was changed to $.05 per share. On
July 20, 1994, 467,220 shares of Preferred shares to officers and affiliates of the
Company as partial consideration for the merger, at par $.50 per share. These shares are
identified as Series A Convertible Preferred shares. They are convertible at any time into
Common shares at a ratio of five (5) Common shares for each Preferred share. In addition,
each Preferred share has one vote for each Common share outstanding. There is no
liquidation preference relative to Preferred shares.

As of December 31, 2008 there are
5,420,000 Preferred Shares issued outstanding. Dividends, voting rights and other terms,
rights and preferences of the preferred shares have not been designated but may be
designated by the Board of Directors from time to time. The Company has recently executed
an agreement with the Preferred Shareholders for a return to the Company of 4,420,000
preferred shares.

Stock Issuances

In January 2008, the Company issued
300,000 shares valued at $15,000 for professional services and resulted in an immediate
charge to operations.

In February 2008, the Company issued
a total of 4,100,000 shares valued at $205,000 for consulting and technical services and
resulted in an immediate charge to operations . In March 2008, the Company issued
1,000,000 shares to a note holder valued at $50,000 for executing an agreement to re-write
the note on more favorable terms to the Company.

In August 2008, the Company issued
250,000 shares valued at $12,500 for consulting services and resulted in an immediate
charge to operations.

In October 2008, the Company issued a
total of 2,325,000 shares valued at $110,125 for consulting, technical, and investment
advisory services and resulted in an immediate charge to operations.

In November 2008, the Company issued
300,000 shares valued at $15,000 for professional services and resulted in an immediate
charge to operations.

In November 2008, the Company issued
1,666,667 shares valued at $50,000 for conversion of $50,000 worth of convertible notes
dated December 2006. This was the final amount due under the notes.

In December 2008, the Company issued
28,000,000 shares valued at $3,500,000 to the shareholders of Pacific Rim Foods, Ltd. in
exchange for their shares in Pacific Rim Foods under the acquisition agreement between the
parties and the Company.

44

---



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 Foods, Ltd., the Company
issued 28,000,000 shares of its common stock ( the Exchange Stock) and Five
Year Zero Coupon Convertible Promissory Notes in the aggregate amount of $1,500,000 (the
Exchange Notes) (collectively the Exchange Securities) in exchange
for of all of the issued and outstanding capital stock of Pacific Rim. The Exchange
Securities were issued to the Pacific Rim shareholders in amounts equal to their
percentage ownership in Pacific Rim. In accordance with the transaction Pacific Rim is now
a wholly-owned subsidiary of the Company. The Maturity Value on the Exchange Notes is
$1,914,419.80. Payment of principal and accrued Original Issue Discount shall be due on or
before December 31, 2013. The Company is required to redeem the Exchange Notes if a merger
or other change of control should occur prior to December 31, 2013. In addition, in the
event the Company completes a successful public offering, it may, without premium and upon
written notice, redeem any outstanding Exchange Notes in whole, but not in part, in and
amount equal to the principal and all accrued Original Issue Discount. On February 18,
2009, the Company 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 (2) shares of Mach One
common stock. In addition to the issuance of the Series B Preferred Stock, the Company
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 the
Company issued for 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 (1)
share of the Companys common stock.

600,000 shares were issued in 2008
for professional services to attorneys valued at $30,000. 6,675,000 shares were issued in
2008 for consulting, technical, administrative, and investment advisory services valued at
$327,625.

Officers and Directors
Stock Compensation

Directors serve for a one-year term
and are not compensated. There are currently no agreements or understandings whereby any
officer or director would resign at the request of another person. None of our officers or
directors is acting on behalf of or will act at the direction of any other person.

Warrants

On January 3, 2009, the Company
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 the Companys common stock on the date of grant. The Warrant
expires on January 3, 2014.

The Company used a
Black-Scholes-Merton pricing model with the following weighted average assumptions to
determine the fair value of the warrants: expected volatility of 50%, a risk-free interest
rate of 1.55%, an expected term of 5 years, and 0% dividend yield.

At December 31, 2008, there were no
warrants outstanding.

45

---



# NOTE 5. RELATED PARTY
TRANSACTIONS

On January 7, 2009, pursuant to a
Plan and Agreement of Reorganization between the Mach One and Pacific Rim Foods, Ltd.
(Pacific Rim) and Certain Shareholders of Pacific Rim, the Mach One 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. The Exchange Securities were issued to the Pacific Rim shareholders in
amounts equal to their percentage ownership in Pacific Rim. In accordance with the
transaction Pacific Rim is now a wholly-owned subsidiary of Mach One. The Maturity Value
on the Exchange Notes is $1,914,419.80. Payment of principal and accrued Original Issue
Discount shall be due on or before December 31, 2013. The Mach One is required to redeem
the Exchange Notes if a merger or other change of control should occur prior to December
31, 2013. In addition, in the event the Mach One completes a successful public offering,
it may, without premium and upon written notice, redeem any outstanding Exchange Notes in
whole, but not in part, in and amount equal to the principal and all accrued Original
Issue Discount. Our director, Mr. Tad Ballantyne was a shareholder in Pacific Rim Foods
and received securities in Mach One in trade for his PRF shares.

On February 18, 2009, the 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 (2) shares of Mach One common stock. In
addition to the issuance of the Series B Preferred Stock, the 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. Our
director, Mr. Tad Ballantyne is a majority shareholder of Thomsen.

On February 20, 2009, pursuant to a
Plan and Agreement of Reorganization the Mach One issued for 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 (1) share of the Mach Ones common stock. Our director, Mr.
Britt Eustis received securities in Mach One for his Ceres shares.

Additional related party transaction
involving loans are described in Note 3.

# NOTE 6. MEDIA AGREEMENT

In January 2009, we entered into a
contract with Envision Media of Santa Cruz, California to provide high-level marketing
support to Mach One.

The key deliverable will be a Mach
One Marketing plan organized as follows:

| | Marketing
Assessment
| | --------------------

| | Top-line
overview of mission, positioning, rationale, initiatives, goals, objectives, trends and
directions, and services
| | -------------------------------------------------------------------------------------------------------------------------

| | Research
Analysis
| | -----------------

| | Review
of the market opportunity, target profiles, competitive offerings, background
interviews/surveys and research
| | --------------------------------------------------------------------------------------------------------------------

| | Products
and Services
| | ---------------------

| | Overview
of products, services and solutions
| | --------------------------------------------

| | Go-to-Market
Infrastructure
| | ---------------------------

| | Outline
of the individual marketing programs including PR strategy, Web and print plans,
co-marketing opportunities and resources to implement plan and programs
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Measurements
/ Metrics
| | ----------------------

| | Metrics
and checkpoints to monitor feasibility, ROM (return on marketing), solution and/or
partner success, market penetration, customer acceptance, etc.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

46

---



| | Timeline
| | --------

| | Maps
all high level activities and associated resources
| | -------------------------------------------------------

| | Budget
| | ------

| | Budgets
for internal resources, external programs, etc. broken down by quarter
| | ------------------------------------------------------------------------------

To date, we have paid Envision Media
and its contractors $88,000 and anticipate another $75,000 to be paid in 2009. We also
anticipate paying 300,000 shares of our stock to the contractors.

# NOTE 7. COMMITMENTS AND
CONTINGENCIES

Operating Leases

We lease all our headquarters and
engineering facilities in Belgium, Wisconsin. We do not lease automobiles for officers or
any office equipment. Our current lease runs through 2010 and we anticipate a renewal for
3 years in 2011 on substantially the same terms. Future minimum lease payments required on
these non-cancelable operating leases are as follows:

|Year ended December 31, |  | Amount |  
|----------------------- |  | ------ | -
|
|2009                    |  |        |  
|2010                    |  |        |  
|2011                    |  |        |  
|2012                    |  |        |  
|2013                    |  |        |  
|                        |  |       
|                        |  |        | $
|                        |  |       

47

---



# NOTE 8. INCOME TAXES

We do not have significant income tax
expense or benefit from inception through December 31, 2008. Our tax net operating losses
have resulted in a deferred tax asset with a 100% valuation allowance applied against such
asset at December 31, 2008 and 2007. Our tax net operating loss carry forward approximates
$1.1 million at December 31, 2008. Some or all of such loss carry forward may be limited
by Section 382 of the Internal Revenue Code.

The income tax effect of temporary
differences between financial and tax reporting gives rise to the deferred income tax
assets at December 31, 2008 and 2007 as follows:

|                                | 2008 |  | 2007 |           
|------------------------------- | ---- |  | ---- | ----------
|
|Net operating loss carryforward |      |  | $    | 3,744,761 
|Less valuation allowance        |      |  | $    | (3,744,761
|                                |      |  |      |           
|Net deferred tax asset          |      |  | $    |          
|                                |      |  |      |           

# NOTE 9. SUBSEQUENT EVENTS

Tad Ballantyne was added as a
director in 2008 simultaneous with the acquisition of Pacific Rim Foods. Britt Eustis was
added as a director in 2009 simultaneous with the acquisition of Ceres Organic Health.
Patrick Sheridan was hired as our CFO in March 2009.

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