FORU / ForU Holdings, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 1, 2020 ForU Holdings, Inc.

Notice of Entry of Order in the State of Nevada, dated March 11, 2020.

EXHIBIT 99.1

EMPLOYMENT AGREEMENT

Converted by EDGARwiz EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of February 1, 2016 (the ?Effective Date?), is entered into by and among ForU Holdings, Inc.

SHARE EXCHANGE AGREEMENT

Converted by EDGARwiz SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of December 3, 2015 (the ?Signing Date?) to be effective as of the Closing Date (defined below), by and among ForU Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SHARE EXCHANGE AGREEMENT

Converted by EDGARwiz SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of December 3, 2015 (the ?Signing Date?) to be effective as of the Closing Date (defined below), by and among ForU Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EMPLOYMENT AGREEMENT

Converted by EDGARwiz EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of February 1, 2016 (the ?Effective Date?), is entered into by and among ForU Holdings, Inc.

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15/A CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-146744 CAPSALUS CORP. (Exact name of registrant as specified in its ch

- FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND I5(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-146744 CAPSALUS CORP. (Exact name of registrant as specified in its cha

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER 14065X 10 6 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-146744 NOTIFICATION OF LATE FILING (Check one:) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2012 CAPSALUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-146744 88-0338837 (State or other jurisdiction of incorporation) (Commission File Nu

CAPSALUS CORP. COMPLETES PURCHASE OF GENEWIZE LIFE SCIENCES, INC. Acquires bioscience marketing company specializing in consumer genomics

Exhibit 99.1 For Immediate Release Contact: Laura Feragen Star Group 215-793-0310 [email protected] CAPSALUS CORP. COMPLETES PURCHASE OF GENEWIZE LIFE SCIENCES, INC. Acquires bioscience marketing company specializing in consumer genomics ATLANTA – Feb. 16, 2012 – Capsalus Corp. (OTCBB:WELL) has completed the acquisition of the stock of GeneWize Life Sciences, Inc., the wholly-owned direct-se

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 CAPSALUS CORP. (Exact name of sma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 capnt10q.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER 14065X 10 6 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2011 o Transition Report on Form 10-K o Transition Repo

INTERIM MANAGEMENT AGREEMENT

EX-10.2 4 ex10x2.htm EXHIBIT 10.2 Exhibit 10.2 INTERIM MANAGEMENT AGREEMENT THIS AGREEMENT ("Agreement") is entered into this 13th day of October, 2011, effective as of October 1, 2011 by and among CAPSALUS CORP., a Nevada corporation with its principal place of business at 2675 Paces Ferry Road, Atlanta, GA 30339 ("Purchaser"), GENELINK, INC., a Pennsylvania corporation with its principal place o

STOCK PURCHASE AGREEMENT

EX-10.1 3 ex10x1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made as of October 13, 2011 (the “Signing Date”), by and among Capsalus Corp., a Nevada corporation (the “Purchaser”) and GeneLink, Inc., a Pennsylvania corporation (the “Seller”). W I T N E S S E T H: WHEREAS, the Seller owns all of the outstanding shares of capital stock (t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organizat

Capsalus Corp. Announces Agreement to Buy GeneWize Life Sciences, Inc. Agreement finalized to purchase stock of bioscience marketing company specializing in consumer genomics

EXHIBIT 99.1 Capsalus Corp. Announces Agreement to Buy GeneWize Life Sciences, Inc. Agreement finalized to purchase stock of bioscience marketing company specializing in consumer genomics ATLANTA, Oct 14, 2011 (BUSINESS WIRE) - Capsalus Corp. (OTCBB:WELL), a public company operating in the health and wellness space, has finalized the definitive agreement with leading biosciences company GeneLink B

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organiz

CAPSALUS CORP. PREPARING ORGANIZATION FOR NEXT STAGE OF DEVELOPMENT

Exhibit 99.1 For Immediate Release Contact: Laura Feragen StarToplin 215-793-0310 [email protected] CAPSALUS CORP. PREPARING ORGANIZATION FOR NEXT STAGE OF DEVELOPMENT ATLANTA – Sept. 23, 2011 – On the heels of the latest milestone in an aggressive corporate development campaign, marked by the execution of a letter of intent to acquire the marketing rights and assets of GeneWize Life Science

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 CAPSALUS CORP. (Exact name of small bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER 14065X 10 6 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organization

CAPSALUS CORP. TO ACQUIRE SALES & MARKETING OPERATION OF CONSUMER GENOMICS INNOVATOR Deal will provide Capsalus with immediate revenue source

Exhibit 99.1 For Immediate Release Contact: Laura Feragen StarToplin 215-793-0310 [email protected] CAPSALUS CORP. TO ACQUIRE SALES & MARKETING OPERATION OF CONSUMER GENOMICS INNOVATOR Deal will provide Capsalus with immediate revenue source ATLANTA – July 28, 2011 –Capsalus Corp. (OTCBB:WELL), a public company operating in the health, wellness and goodness space, announces that it has signe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organization)

CAPSALUS CORP. ANNOUNCES LEADERSHIP CHANGES Company Well-positioned for Next Stage of its Operating Cycle

EX-99.1 2 ex99x1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Laura Feragen StarToplin 215-793-0310 [email protected] CAPSALUS CORP. ANNOUNCES LEADERSHIP CHANGES Company Well-positioned for Next Stage of its Operating Cycle ATLANTA – May 27, 2011 –Tad Ballantyne, chairman of Capsalus Corp. (OTCBB:WELL), a public company operating in the health, wellness and goodness arena, has accepted the resigna

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 CAPSALUS CORP. (Exact name of small b

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 CAPSALUS CORP. (Exact name of s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-146744 CAPSALUS CORP. (Exact name of small business issuer as sp

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 MACH ONE CORPORATION (Exact name of

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-Q/A of Mach One Corporation (the “Company”) for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that: 1. I have revie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER 14065X 10 6 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran

May 2, 2011

Correspondence May 2, 2011 Mr. Jim B. Rosenberg Mr. Donald Abbott Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capsalus Corp. Form 10-Q for the quarterly period ended September 30, 2010 File Number: 333-146744 Dear Messrs. Rosenberg and Abbott: Per my discussion with Mr. Abbott via phone call on May 2, 2011, the foll

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-146744 CAPSALUS CORP. (Exact name of small business issuer as spec

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organization

April 3, 2011

Correspondence April 3, 2011 Mr. Jim B. Rosenberg Mr. Donald Abbott Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capsalus Corp. Form 10-Q for the quarterly period ended September 30, 2010 File Number: 333-146744 Dear Messrs. Rosenberg and Abbott: Per our discussion via phone conference on March 21, 2011, the followin

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-146744 NOTIFICATION OF LATE FILING (Check one:) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR For Period Ended: December 31, 2010 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

Capsalus Corp. Acquires Progressive Home Health Franchise Investment will expand Guava Home & Health Care Services' footprint, capabilities nationwide

EX-99.1 4 ex99x1.htm EXHIBIT 99.1 Exhibit 99.1 Capsalus Corp. Acquires Progressive Home Health Franchise Investment will expand Guava Home & Health Care Services' footprint, capabilities nationwide ATLANTA, Jan 26, 2011 (BUSINESS WIRE) - Capsalus Corp. (OTCBB:WELL), a public holding company operating in the health, wellness and goodness space, announces its acquisition of Guava Franchising, Inc. a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2011 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organizat

Stock Purchase Agreement by and between Capsalus and the Sole Shareholder of Guava Senior Home and Healthcare Services, Inc. and Guava Franchising, Inc. dated January 26, 2011.

EX-10.1 2 ex10x1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT by and between CAPSALUS CORPORATION and The Sole Shareholder of GUAVA SENIOR HOME & HEALTHCARE SERVICES, INC. and GUAVA FRANCHISING, INC. Dated as of January 26, 2011 Table of Contents STOCK PURCHASE AGREEMENT 3 Exchange Tranaction 3 Tax Consequences 3 Agreement 3 Section 1 - Transfer of Shares 3 Section 2 - Issuance of Exchan

Earn-Out Agreement between Capsalus and Mary S. Schreiber dated January 26, 2011.

Exhibit 10.2 EARN-OUT AGREEMENT THIS EARN-OUT AGREEMENT (the “Agreement”) is entered into this 26th day of January 2011, between Capsalus Corporation, a Nevada corporation (“Capsalus”) and Mary S. Schreiber, PhD., (the “Seller”). RECITALS A. Pursuant to a Stock Purchase Agreement dated January 26, 2011 (the "Purchase Agreement"), among Capsalus and the Seller, it is a condition to closing under th

Identifiable intangible assets $ 1,500,000 Fixed assets 92,000 Total assets 1,592,000 Liabilities 361,387 Purchase consideration $ 1,230,613

Correspondence February 17, 2011 Mr. Jim B. Rosenberg Mr. Donald Abbott Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capsalus Corp. Form 10-Q for the quarterly period ended September 30, 2010 File Number: 333-146744 Dear Messrs. Rosenberg and Abbott: Per our discussion via phone conference last week, the following ar

January 25, 2011

CORRESP 1 filename1.htm Correspondence January 25, 2011 Mr. Jim B. Rosenberg Mr. Donald Abbott Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capsalus Corp. Form 10-Q for the quarterly period ended September 30, 2010 File Number: 333-146744 Dear Messrs. Rosenberg and Abbott: Following are Capsalus Corp. responses to yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-146744 MACH ONE CORPORATION (Exact name of sma

1.

CORRESP 1 filename1.htm Correspondence December 21, 2010 Mr. Jim B. Rosenberg Mr. Donald Abbott Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capsalus Corp. Form 10-K for the fiscal year ended December 31, 2009 As amended on May 24, 2010 Form 10-Q for the quarterly period ended September 30, 2010 File Number: 333-1467

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2010 Commission File Number: 333-146744 CAPSALUS CORP. (Exact Name of registrant as specified in charter) Nevada (State or other jurisdiction of incorporation or organiza

CAPSALUS CORP. NAMES CONSUMER PRODUCTS GM AS CEO

Exhibit 99.1 For Immediate Release Contact: Laura Feragen StarToplin 215-793-4666, Ext. 106 [email protected] CAPSALUS CORP. NAMES CONSUMER PRODUCTS GM AS CEO ATLANTA – Dec. 16, 2010 – Kevin P. Quirk has been appointed CEO of Capsalus Corp. (OTCBB:WELL), a public holding company operating in the health, wellness and goodness space, from group president and chief marketing officer. He succeed

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 CAPSALUS CORP. (Exact name of sma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER 14065X 10 6 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 20, 2010 CAPSALUS CORP. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 333-146744 88-0338837 (State or other jurisdiction of

Capsalus Corp. Invests in Nationally-Recognized "Social Helping" Network Strategic partnership will help Wish Upon a Hero grow revenue, impact

EX-99.1 3 ex99x1.htm EXHIBIT 99.1 EXHIBIT 99.1 Capsalus Corp. Invests in Nationally-Recognized "Social Helping" Network Strategic partnership will help Wish Upon a Hero grow revenue, impact ATLANTA, Oct 26, 2010 (BUSINESS WIRE) - Capsalus Corp. (OTCBB:WELL), a public holding company operating in the health, wellness and goodness space, announces it has placed a significant investment in Wish Upon

SUBSCRIPTION AGREEMENT

EXHIBIT 10.15 THE CLASS B PREFERRED UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR CERTAIN STATE SECURITIES LAWS. CLASS B PREFERRED UNITS ACQUIRED BY INVESTORS MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE CLASS B PREFERRED UNITS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH ST

ROSS MILLER Secretary of State 2045 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www. nvsos.gov

EX-3.3 2 ex3x3.htm EXHIBIT 3.3 Exhibit 3.3 ROSS MILLER Secretary of State 2045 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www. nvsos.gov Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Neveda Document Number 20100765355-14 Filing Date and Time 10/11/2010 4:33 PM Entity Number C11212-1994 ABOVE SPACE IS FOR OFFICE USE ONLY Cert

Capsalus Corp. Announces Ticker Symbol Change to "WELL"

EXHIBIT 99.1 PRESS RELEASE Oct. 19, 2010, 4:05 p.m. EDT Capsalus Corp. Announces Ticker Symbol Change to "WELL" ATLANTA, Oct 19, 2010 (BUSINESS WIRE) - Capsalus Corp., a public holding company operating in the health and wellness space, announces that its ticker symbol is now "WELL" , effective with the commencement of trading on Wed., Oct. 20. The new symbol is in accordance with the company's re

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 19, 2010 CAPSALUS CORP.

EX-4.2

Exhibit 4.2

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14C 1 machdef14c.htm DEFINITIVE 14C SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement MACH ONE CORPORATION (Name of Registrant as Specified in Charter) Pa

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement MACH ONE CORPORATION (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 MACH ONE CORPORATION (Exact name of sm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-146744 MACH ONE CORPORATION (Exact name of sma

LIST OF SUBSIDIARIES OF MACH ONE CORPORATION

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF MACH ONE CORPORATION The following are significant subsidiaries of Mach One Corporation: State of Incorporation Ceres Organic Harvest, Inc. Michigan

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 MACH ONE CORPORATION (Exact name of s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repor

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 14, 2010 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-146744 MACH ONE CORPORATION (Exact name of small business issuer a

LIST OF SUBSIDIARIES OF MACH ONE CORPORATION

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF MACH ONE CORPORATION The following are significant subsidiaries of Mach One Corporation: State of Incorporation Ceres Organic Harvest, Inc. Michigan

MACH ONE CORPORATION EXPANDS – ACQUIRES WHITE HAT BRANDS

EXHIBIT 99.1 News Release dated April 14, 2010 NEWS RELEASE FOR IMMEDIATE RELEASE April 14, 2010 Contact: Steve Grubner, President 888-400-7179 Ext.4 www.machonecorp.com MACH ONE CORPORATION EXPANDS – ACQUIRES WHITE HAT BRANDS Mach One Acquisition of Fast-Growing Health and Wellness Company Enables White Hat Brands, LLC To Reach More Consumers BELGIUM, WISCONSIN, APRIL 14, 2010 (BUSINESS WIRE) - –

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-146744 NOTIFICATION OF LATE FILING (Check one:) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR For Period Ended: December 31, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2010 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Inco

Plan and Agreement of Merger By and Among Mach One Corporation, WhiteHat Holdings, LLC and White Hat Acquisition Corp. dated February 25, 2010.

EXHIBIT 2.4 Plan and Agreement of Merger By and Among Mach One Corporation, WhiteHat Holdings, LLC and White Hat Acquisition Corp. dated February 25, 2010. PLAN AND AGREEMENT OF MERGER BY AND AMONG MACH ONE CORPORATION AND WHITEHAT HOLDINGS, LLC AND WHITE HAT ACQUISITION CORP. DATED AS OF FEBRUARY 25, 2010 TABLE OF CONTENTS Page PLAN AND AGREEMENT OF MERGER Article I The Merger Article II Conversi

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement MACH ONE CORPORATION (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement MACH ONE CORPORATION (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 MACH ONE CORPORATION (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 12, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorp

PART I – REGISTRANT INFORMATION PART II – RULES 12b-25(b) AND (c) PART III – NARRATIVE PART IV – OTHER INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report

June 1, 2009

CORRESP 1 filename1.htm Correspondence June 1, 2009 Ms. Tabatha Akins Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Mach One Corporation Form 8-K/A Amendment filed May 29, 2009 File No. 333-146744 Dear Ms. Akins, Following are Mach One’s responses to your comments. For your convenience, each of the Staff’s comments ha

Larry O'Donnell, CPA, P.C.

Exhibit 16 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 Fax (303) 369-9384 Email [email protected] www.larryodonnellcpa.com 2228 South Fraser Street Unit I Aurora, Colorado 80014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K/A dated May 29, 2009, of Mach One Corporation and are in agreement with the

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): May 13, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorpo

Table of Contents Ceres Organic Harvest, Inc. Consolidated Balance Sheets December 31, 2008 and 2007 Ceres Organic Harvest, Inc. Consolidated Statements of Income December 31, 2008 and 2007 Ceres Organic Harvest, Inc. Consolidated Statements of Stock

Exhibit 99.1 Ceres Organic Harvest, Inc, Financial Statements (with Report of Independent Registered Public Accounting Firm) December 31, 2008 and 2007 Table of Contents Report of Independent Registered Public Accounting Firm 3 Balance Sheets as of December 31, 2008 and 2007 4 Statements of Income for the years ended December 31, 2008 and 2007 5 Statements of Changes in Stockholders' Equity (Defic

Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): February 18, 2009 Commission File Number: 333-146744 6430 Congress Drive West Bend, WI 53095 (Former na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): February 18, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of In

PART I – REGISTRANT INFORMATION PART II – RULES 12b-25(b) AND (c) PART III – NARRATIVE PART IV – OTHER INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repor

Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): May 13, 2009 Commission File Number: 333-146744 6430 Congress Drive West Bend, WI 53095 (Former name or f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): May 13, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorpora

Larry O'Donnell, CPA, P.C.

Exhibit 16 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 Fax (303) 369-9384 Email [email protected] www.larryodonnellcpa.com 2228 South Fraser Street Unit I Aurora, Colorado 80014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 13, 2009, of Mach One Corporation and are in agreement with the s

EX-3.9

Exhibit 3.9

EX-3.8

Exhibit 3.8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2008 For the transition period from _______ to _______ Commission file number 333-146744 Table of Contents PART I. ITEM 1. BUSINE

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 o

PART I – REGISTRANT INFORMATION PART II – RULES 12b-25(b) AND (c) PART III – NARRATIVE PART IV – OTHER INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended December 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Re

Mach One Announces Appointment of Chief Financial Officer

Exhibit 99.1 Mach One Announces Appointment of Chief Financial Officer BELGIUM, Wis., March 10, 2009 /PRNewswire-FirstCall via COMTEX/ — Mach One Corporation (Pink Sheets: MNCN), announced today that its Board of Directors has appointed Patrick G. Sheridan to serve as the company’s Chief Financial Officer, effective March 4, 2009. Monte Tobin, CEO of Mach One Corporation said, “Pat brings a strong

Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): March 10, 2009 Commission File Number: 333-146744 (Former name or former address, if changed since last r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): March 10, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorpo

PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND CERES ORGANIC HARVEST, INC. AND CERTAIN SHAREHOLDERS OF CERES ORGANIC HARVEST, INC. February 2, 2009 TABLE OF CONTENTS PLAN AND AGREEMENT OF REORGANIZATION PLAN OF REORGANIZATION TAX

Exhibit 10.3 PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND CERES ORGANIC HARVEST, INC. AND CERTAIN SHAREHOLDERS OF CERES ORGANIC HARVEST, INC. February 2, 2009 TABLE OF CONTENTS PLAN AND AGREEMENT OF REORGANIZATION 3 PLAN OF REORGANIZATION 3 TAX CONSEQUENCES 3 AGREEMENT 3 Section 1 - Transfer of Shares 3 Section 2 - Issuance of Exchange Securities to CERES Shareholders 4 Sect

Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): February 18, 2009 Commission File Number: 333-146744 (Former name or former address, if changed since las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): February 18, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Inco

AGREEMENT FOR PURCHASE AND SALE OF BUSINESS

Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF BUSINESS This Agreement For Purchase And Sale Of Business (the “Agreement”) is entered into this day of February, 2009, by Mach One Corporation, a Nevada corporation (the “Buyer”), and Thomsen Group, LLC, a Wisconsin limited liability company (the “Seller”). ARTICLE I. PURCHASE AND SALE 1.01. In consideration of the mutual promises and conditions con

EARN-OUT AGREEMENT

EX-10.2 3 mach8k-ex10x2.htm EXHIBIT 10.2 Exhibit 10.2 EARN-OUT AGREEMENT THIS EARN-OUT AGREEMENT (the “Agreement”) is entered into this day of February 2009, between Mach One Corporation, a Nevada corporation (the “Buyer”) and Thomsen Group, LLC, a Wisconsin limited liability company (the “Seller”). RECITALS A. Pursuant to an Agreement For Purchase And Sale Of Business dated February , 2009 (the “

Table of Contents

EX-10.1 2 mncn8k-ex10x1.htm PLAN AND AGREEMENT OF REORGANIZATION EXHIBIT 10.1 PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND PACIFIC RIM FOODS, LTD. AND CERTAIN SHAREHOLDERS OF PACIFIC RIM FOODS, LTD. NOVEMBER 21, 2008 Table of Contents PLAN AND AGREEMENT OF REORGANIZATION 3 PLAN OF REORGANIZATION 3 Agreement 3 Section 1 - Transfer of Shares 3 Section 2 - Issuance of Exchange

MACH ONE CORPORATION Zero Coupon Convertible Subordinated Promissory Note Due 2013 Issue Price: $1,500,000 Issue Date: December 12, 2008 Maturity Value: $1,914,420 Maturity Date: December 12, 2013 Compounded Per Annum Yield: 5.0%

Exhibit 10.2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. MACH ONE CORPORATION Zero Coupon Convertible Subordinated Prom

Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): January 7, 2009 Commission File Number: 333-146744 (Former name or former address, if changed since last

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): January 7, 2009 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Incorp

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146744 MACH ONE CORPORATION (Exact name

PART I – REGISTRANT INFORMATION PART II – RULES 12b-25(b) AND (c) PART III – NARRATIVE PART IV – OTHER INFORMATION ATTENTION GENERAL INSTRUCTIONS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-146744 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition R

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): September 19, 2008 Mach One Corporation (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-146744 Nevada 88-0338837 (State or Other Jurisdiction of Inc

MACH ONE CORPORATION RESALE REGISTRATION STATEMENT BECOMES EFFECTIVE

Exhibit 99.1 MACH ONE CORPORATION RESALE REGISTRATION STATEMENT BECOMES EFFECTIVE Belgium, Wisconsin, September 19, 2008 – Mach One Corporation (Pink Sheets: MNCN) announced today that its previously filed Registration Statement on Form S-1 relating to the resale of up to 7,670,000 shares its Common Stock, which was issuable upon conversion of the Convertible Promissory Notes by the holders of tho

Larry O'Donnell, CPA, P.C.

Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 2228 South Fraser Street Unit I Aurora, Colorado 80014 September 17, 2008 Securities and Exchange Commission Re: Mach One Corporation Under the terms of the settlement entered into with the Colorado State Board of Accountancy, during the probationary time period that I am currently in, all audit reports through me or my office must be concurrentl

As filed with the Securities and Exchange Commission on September 18, 2008

As filed with the Securities and Exchange Commission on September 18, 2008 Registration No.

September 18, 2008

September 18, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 11 filed September 12, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Following are Mach One’s responses to your comment. For your convenience, each o

September 16, 2008

September 16, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 11 filed September 10, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Following are Mach One’s responses to your comment. For your convenience, each o

September 12, 2008

September 12, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 10 filed September 10, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Following are Mach One’s responses to your comments. For your convenience, each

As filed with the Securities and Exchange Commission on September 12, 2008

As filed with the Securities and Exchange Commission on September 12, 2008 Registration No.

September 10, 2008

September 10, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 9 filed August 29, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Following are Mach One’s responses to your comments. For your convenience, each of t

As filed with the Securities and Exchange Commission on September 10, 2008

As filed with the Securities and Exchange Commission on September 10, 2008 Registration No.

EMPLOYMENT AGREEMENT

EX-10.14 3 v125790ex10-14.htm EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made this 11th day of April, 2008 , by and between Mach One Corporation, a Nevada corporation with its address at 6430 Congress Drive, West Bend, WI 53095(hereinafter called “Company”), and Dr. Peter Nash, an individual residing at 18811 Maple Leaf Drive, Eden Prairie, Minnesota 55346 (hereinafter called “E

As filed with the Securities and Exchange Commission on September 8, 2008

As filed with the Securities and Exchange Commission on September 8, 2008 Registration No.

Larry O'Donnell, CPA, P.C.

EXHIBIT 15.1 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street Unit I Telephone (303) 745-4545 Aurora, Colorado 80014 August 28, 2008 Mach One Corporation 6430 Congress Drive West Bend, WI 53095 We have made a review, in accordance with standards established by the Public Company Accounting Oversight Board, of the unaudited interim combined statements of income, retained earnings and cash flows

September 8, 2008

September 8, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 8 filed August 29, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Thank you for the quick response and for your comment letter of September 5, 2008. Fo

August 29, 2008

August 29, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 7 filed July 31, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Thank you for the quick response and for your comment letter of August 12, 2008. Followin

As filed with the Securities and Exchange Commission on August 29, 2008

As filed with the Securities and Exchange Commission on August 29, 2008 Registration No.

Larry O'Donnell, CPA, P.C.

EXHIBIT 15.1 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street Unit I Telephone (303) 745-4545 Aurora, Colorado 80014 August 28, 2008 Mach One Corporation 6430 Congress Drive West Bend, WI 53095 We have made a review, in accordance with standards established by the Public Company Accounting Oversight Board, of the unaudited interim combined statements of income, retained earnings and cash flows

EMPLOYMENT AGREEMENT

EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made this 11th day of April, 2008 , by and between Mach One Corporation, a Nevada corporation with its address at 6430 Congress Drive, West Bend, WI 53095(hereinafter called “Company”), and Dr. Peter Nash, an individual residing at 18811 Maple Leaf Drive, Eden Prairie, Minnesota 55346 (hereinafter called “Employee”). WITNESSETH: WHEREAS

As filed with the Securities and Exchange Commission on August 8, 2008

As filed with the Securities and Exchange Commission on August 8, 2008 Registration No.

August 8, 2008

August 8, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 6 filed July 31, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Thank you for the quick response and for your comment letter of August 6, 2008. Following

Larry O'Donnell, CPA, P.C.

EXHIBIT 15.1 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street Unit I Telephone (303) 745-4545 Aurora, Colorado 80014 August 7, 2008 Mach One Corporation 6430 Congress Drive West Bend, WI 53095 We have made a review, in accordance with standards established by the Public Company Accounting Oversight Board, of the unaudited interim combined statements of income, retained earnings and cash flows o

EMPLOYMENT AGREEMENT

FORM 30-2 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made this 11th day of April, 2008 , by and between Mach One Corporation, a Nevada corporation with its address at 6430 Congress Drive, West Bend, WI 53095(hereinafter called “Company”), and Dr. Peter Nash, an individual residing at 18811 Maple Leaf Drive, Eden Prairie, Minnesota 55346 (hereinafter called “Employee”). WITNESSET

July 31, 2008

FORM S- 1 July 31, 2008 Ms. Mary Mast Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 5 filed July 17, 2008 File No. 333-146744 Dear Ms. Mast and Ms. Robertson, Thank you for the quick response and for your comment letter of July 29, 2008. Fo

As filed with the Securities and Exchange Commission on July 31, 2008

PART I — INFORMATION REQUIRED IN PROSPECTUS As filed with the Securities and Exchange Commission on July 31, 2008 Registration No.

Larry O'Donnell, CPA, P.C.

EXHIBIT 15 EXHIBIT 15.1 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street Unit I Telephone (303) 745-4545 Aurora, Colorado 80014 July 14, 2008 Mach One Corporation 6430 Congress Drive West Bend, WI 53095 We have made a review, in accordance with standards established by the Public Company Accounting Oversight Board, of the unaudited interim combined statements of income, retained earnings and ca

EMPLOYMENT AGREEMENT

EX-10 2 exhibit1014cpamachone071608.htm EX 10.14 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made this 11th day of April, 2008 , by and between Mach One Corporation, a Nevada corporation with its address at 6430 Congress Drive, West Bend, WI 53095(hereinafter called “Company”), and Dr. Peter Nash, an individual residing at 18811 Maple Leaf Drive, Eden Prairie, Minnesota 55346 (he

Larry O'Donnell, CPA, P.C.

EXHIBIT 15 EXHIBIT 15.1 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street Unit I Telephone (303) 745-4545 Aurora, Colorado 80014 July 14, 2008 Mach One Corporation 6430 Congress Drive West Bend, WI 53095 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim combined statements of income, retained earnin

As filed with the Securities and Exchange Commission on July 15, 2008

As filed with the Securities and Exchange Commission on July 15, 2008 Registration No.

MANUFACTURING SERVICES AGREEMENT

EX-10 4 exhibit1013cpamachone071608.htm EX 10.13 EXHIBIT 10.13 MANUFACTURING SERVICES AGREEMENT THIS AGREEMENT (the "AGREEMENT") is entered into and effective as of April 1 , 2008, by and between MACH ONE CORPORATION, a Nevada corporation ("Mach One"), and NUTRITIONAL SOLUTIONS LLC, a Nevada corporation (“NSL”) (collectively, the "Parties"). W I T N E S S E T H : WHEREAS, NSL desires to purchase f

July 15, 2008

FORM S-1 July 15, 2008 Mr. Jim Atkinson Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Amendment no. 4 filed June 27, 2008 File No. 333-146744 Dear Mr. Atkinson and Ms. Robertson, Thank you for the quick response and for your comment letter of July 2, 200

As filed with the Securities and Exchange Commission on June 25, 2008

PART I — INFORMATION REQUIRED IN PROSPECTUS As filed with the Securities and Exchange Commission on June 25, 2008 Registration No.

June 25, 2008

FORM S- 1 June 25, 2008 Mr. Jim Atkinson Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form S-1 Originally Filed October 16, 2007 File No. 333-146744 Dear Mr. Atkinson and Ms. Robertson, Thank you for the comment letter sent by your department on May 19, 2008. Fo

As filed with the Securities and Exchange Commission on May 5, 2008

As filed with the Securities and Exchange Commission on May 5, 2008 Registration No.

May 5, 2008

May 5, 2008 Mr. Jim Atkinson Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form SB-2 Originally Filed October 16, 2007 File No. 333-146744 Dear Mr. Atkinson and Ms. Robertson, Thank you for the comment letter sent by your department on February 20, 2008. Followin

Quarter and Year

Converted by EDGARwiz Average weighted shares for Fiscal Years 2006 and 2007 Quarter and Year Shares Weight Weighted for quarter Average for year 1st quarter 2006 32,287,451 0.

December 7, 2007

1 December 7, 2007 Mr. Jim Atkinson Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form SB-2 Filed October 16, 2007 File No. 333-146744 Dear Mr. Atkinson and Ms. Robertson, Thank you for the comment letter sent by your department on November 8, 2007. . Following a

Date of Issuance

Response to Comment 50: Response to Comment 50: The following table shows each payment (including the value of any payments to be made in common stock) in connection with the transaction that we have made or may be required to make to selling shareholder, any affiliate of selling shareholder, or any person with whom selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to "finders" or "placement agents," and any other payments or potential payments).

ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASAEN D SALEA CREEMEN'I ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT is entered into as of this 22nd day of November, 2005, by and between BioQual, Inc.

AGREEMENT FOR STOCK PURCHASE

01/23/2006 01/23/2006 AGREEMENT FOR STOCK PURCHASE THIS AGREEMENT (“Agreement”) is made as of January, 2006, by and among Monte B.

As filed with the Securities and Exchange Commission on October 15, 2007

As filed with the Securities and Exchange Commission on October 15, 2007 Registration No.

December 7, 2007

1 December 7, 2007 Mr. Jim Atkinson Ms. Vanessa Robertson Mail Stop 6010 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20548 Re: Mach One Corporation. Registration Statement on Form SB-2 Filed October 16, 2007 File No. 333-146744 Dear Mr. Atkinson and Ms. Robertson, Thank you for the comment letter sent by your department on November 8, 2007. . Following a

As filed with the Securities and Exchange Commission on October 15, 2007

PART I — INFORMATION REQUIRED IN PROSPECTUS As filed with the Securities and Exchange Commission on October 15, 2007 Registration No.

ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASAEN D SALEA CREEMEN'I ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT is entered into as of this 22nd day of November, 2005, by and between BioQual, Inc.

AGREEMENT FOR STOCK PURCHASE

01/23/2006 01/23/2006 AGREEMENT FOR STOCK PURCHASE THIS AGREEMENT (“Agreement”) is made as of January, 2006, by and among Monte B.

Date of Issuance

Response to Comment 50: Response to Comment 50: The following table shows each payment (including the value of any payments to be made in common stock) in connection with the transaction that we have made or may be required to make to selling shareholder, any affiliate of selling shareholder, or any person with whom selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to "finders" or "placement agents," and any other payments or potential payments).

SECURITY AGREEMENT

Security Agreement SECURITY AGREEMENT SECURITY AGREEMENT, dated as of , 2006, by and among Mach One Corporation, a Nevada Corporation (the "Borrower"), and the parties listed on Exhibit A hereto (individually and collectively, “Lender”) having addresses as listed on Schedule A hereto.

PLACEMENT AGREEMENT

Converted by EDGARwiz PLACEMENT AGREEMENT This Agreement is made and entered into as of this 17th day of January 2007 by and between Charles Morgan Securities, Inc.

MACH ONE CORPORATION 12% Convertible Subordinated Note Due January 17, 2009

Converted by EDGARwiz THE SECURITIES WHICH ARE REPRESENTED BY THIS INSTRUMENT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS.

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF MACH ONE CORPORATION

EX-3 4 amdmnt6602.htm Exhibit 3.3 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF MACH ONE CORPORATION I. the undersigned officer of Mach One Corporation, a Nevada corporation, do hereby certify: 1. Article Four of the Articles of Incorporation of this corporation is hereby supplemented by adding the following: "The total number of shares authorized is changed from FIFTY MILLION (50,000,0

EMPLOYMENT AGREEMENT

FORM 30-2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made this 30th day of January, 2006 , by and between VDx, Inc.

SECURITY AGREEMENT

Converted by EDGARwiz SECURITY AGREEMENT SECURITY AGREEMENT, dated as of January 17, 2007, by and among Mach One Corporation, a Nevada Corporation (the "Borrower"), and John Quackenbush and Audrey Quackenbush ("Lender").

PLACEMENT AGREEMENT

CONSULTING AGREEMENT PLACEMENT AGREEMENT This Agreement is made and entered into as of this th day of October 2006 by and between Charles Morgan Securities, Inc.

By-Laws Of Mach One Corporation Article I - CORPORATE OFFICES

By-Laws Of By-Laws Of Mach One Corporation Article I - CORPORATE OFFICES The principal office of the corporation in the State of Nevada shall be located at 3155 East Patrick Lane Suite 1 Las Vegas 89120.

MACH ONE CORPORATION 12% Convertible Subordinated Note Due November 20th, 2008

Convertible Debenture Exhibit 10.6 THE SECURITIES WHICH ARE REPRESENTED BY THIS INSTRUMENT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITII A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SO

ALLSTATE TELECOM, INC.

Exhibit 3 Exhibit 3.1 ARTICLES OF INCORPORATION ALLSTATE TELECOM, INC If the undersigned natural person being of the age of 18 years, or more, acting as incorporates under the laws of the State of Nevada relating to corporations, and to that end adopt the following articles of incorporation as follows: ARTICLE ONE. NAME: The name of the corporation shall be ALLSTATE TELECOM, INC. ARTICLE TWO. DURA

ARTICLES OF MERGER PLAN AND AGREEMENT OF MERGER BETWEEN ALLSTATE TELECOM, INC., a NV corp. AND MACH ONE CORPORATION, a NV corp.

ARTICLES OF MERGER Exhibit 3.2 ARTICLES OF MERGER AND PLAN AND AGREEMENT OF MERGER BETWEEN ALLSTATE TELECOM, INC., a NV corp. AND MACH ONE CORPORATION, a NV corp. Pursuant to Nevada Revised Statute, a Special Meeting of Shareholders representing a majority of shares of Record, (being more than 50%) of Allstate Telecom, Inc, a Nevada corporation, was held on the 20th day of My, 1994, there being 2,

AMENDMENT TO MACH ONE SECURITIES PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE, THE COLLATERAL STOCK ESCROW AGREEMENT AND THE SECURITY AGREEMENT

EX-10 13 aaramendment.htm AMENDMENT TO MACH ONE SECURITIES PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE, THE COLLATERAL STOCK ESCROW AGREEMENT AND THE SECURITY AGREEMENT This Agreement dated as of November , 2006, shall act to Arnend and Supplement each of the Securities Purchase Agreement dated November , 2006, the Convertible Promissory Note dated , 2006, the Collateral Stock Escrow Agreement

CHARLES MORGAN SECURITIES INC. INVESTMENT ADVISORY AGREEMENT

Converted by EDGARwiz CHARLES MORGAN SECURITIES INC. INVESTMENT ADVISORY AGREEMENT AGREEMENT, made this 5th day of December, 2006 by and between Mach One Corporation, having its principal place of business at 3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120 hereinafter the "Company" and Charles Morgan Securities Inc., having its principal place of Business at 120 Wall ST., 16th floor,, New

INVESTMENT BANKING AGREEMENT

INVESTMENT BANKING AGREEMENT INVESTMENT BANKING AGREEMENT AGREEMENT, made this day of , 2006 by and between, Mach One Corporation, having its principal place of business at 3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120 hereinafter the “Company” and Charles Morgan Securities Inc.

SECURITIES PURCHASE AGREEMENT

Converted by EDGARwiz SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of , 2006 between Mach One Corporation.

Pryor Cashman llp

Pryor Cashman llp new york | los angeles 410 PARK AVENUE, NEW YORK, NY 10022-4441 TEL: 212-421-4100 FAX: 212-326-0806 www.

PROMISSORY NOTE

EX-4 8 noteforsallstrom1.htm PROMISSORY NOTE $[1,000,000.00] March 15, 2007 Belgium, Wisconsin For Value Received, VDx, Inc., a corporation organized under the laws of Wisconsin (“VDX”), hereby unconditionally promises to pay to the order of Kevin Sallstrom (“Lender”), in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Dollars($1,00

AMENDMENT TO MACH ONE SECURITIES PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE, THE COLLATERAL STOCK ESCROW AGREEMENT AND THE SECURITY AGREEMENT

Converted by EDGARwiz AMENDMENT TO MACH ONE SECURITIES PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE, THE COLLATERAL STOCK ESCROW AGREEMENT AND THE SECURITY AGREEMENT This Agreement dated as of January 17, 2007, shall act to Amend and Supplement each of the Securities Purchase Agreement dated January 17, 2007, the Convertible Promissory Note dated January 17, 2007, the Collateral Stock Escrow Agreement dated January 17, 2007 and the Security Agreement of January 17, 2007-each between Mach One Corporation.

LEASE AGREEMENT

LEASE AGREEMENT LEASE AGREEMENT LESSOR: Monte and Colleen Tobin 6484 Congress Drive West Bend, WI 53095 LESSEE: VDx, Inc.

As filed with the Securities and Exchange Commission on October 15, 2007

As filed with the Securities and Exchange Commission on October 15, 2007 Registration No.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]

Converted by EDGARwiz SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 17, 2007 between Mach One Corporation.