MARKET & RESEARCH CORP. - FORM 10-K

Attached files

file	filename
EX-31.1 - CERTIFICATION - MARKET & RESEARCH CORP.	ex-31_1.htm
EX-21.1 - PRINCIPAL SUBSIDIARY - MARKET & RESEARCH CORP.	ex-21_1.htm
EX-32.2 - CERTIFICATION - MARKET & RESEARCH CORP.	ex-32_2.htm
EX-32.1 - CERTIFICATION - MARKET & RESEARCH CORP.	ex-32_1.htm
EX-31.2 - CERTIFICATION - MARKET & RESEARCH CORP.	ex-31_2.htm

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 September 30, 2009

o	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 0-20769

Market & Research Corp.

(Exact name of Registrant as specified in its charter)

Delaware		22-3341195
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

315 Post Road West, 2nd Flr Westport, CT 06880

(Address of Principal Executive Offices with Zip Code)

Registrant’s telephone number, including area code (203) 226-4800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

(“Common Stock”)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o No x

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

Issuer’s revenues for its most recent fiscal year: September 30, 2009 = $0

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such common equity, as of a specific date within the past 60 days. (see definition of affiliate in Rule 12b-2 of the Exchange Act.)

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of January 8, 2010 was approximately $2,900,000.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

As of January 13, 2010, there were 27,491,070 shares of the Registrant’s Common Stock outstanding.

PART I.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements of Market & Research Corp. (the “Company” or “MRC”) included in this Report, including matters discussed under the captions “Legal Proceedings” in Part I, Item 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 are "forward-looking statements." Forward-looking statements include statements about the business strategies of Market & Research Corp., and other statements that are not historical facts. The words "anticipate," "estimate," "project," "intend," "expect," "believe," "forecast" and similar expressions are also intended to identify forward-looking statements, but some of these statements may use other phrasing. These forward-looking statements are not guarantees of future performance and are subject to a number of risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things:

we may be unable to implement key elements of our business strategy;

we may have insufficient capital to acquire additional businesses;

we may be unable to retain key personnel;

Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. We disclaim any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law.

Item 1.

Business

Market & Research Corp. is currently a dormant company with no revenues or operations. It has signed acquisition agreements with three operating companies and as of this filing has conditionally raised $340,000 to fund the acquisition of one of those companies subsequent to year end. The borrowing agreement is unsecured and has a term of two years at 14%. In addition, the borrowers issued 1,700,000 shares of common stock valued at $.20 per share. There is no certainty that the acquisitions will be completed.

History

The Company, which was incorporated November 10, 1994, was a manufacturer, designer, importer and wholesaler of men's shoes. In 1999, the Company ceased all operations and has remained in a dormant state since such date. The Company has identified certain companies/investments and is in the process of securing funds to acquire those companies/investments and commence operations. There is no guarantee that the Company will secure the necessary financing to operate or to acquire assets.

On October 17, 2005, a majority of shareholders passed a resolution to increase the number of authorized common shares to 250,000,000. On January 30, 2006 the holders of a majority of the outstanding common stock of the Company passed a resolution to increase the number of authorized common shares from 250,000,000 to 1,500,000,000. The purpose of these resolutions was to create a sufficient number of shares of common stock to allow the Company to settle its last remaining liability and to commence operations.

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On March 28, 2006 the Company acquired all the stock of LifeHealthCare, Inc. (LHC) a Delaware corporation by issuing 4,000,000 shares of the Company’s common stock. LHC’s value was set at $1,200,000 based on the market value of the Company’s shares issued. LHC focused on the dental and healthcare marketplace. LHC had no revenue and required a significant amount of financing in order to commence operations. The Company does not have access to the necessary financing at this time. If financing is not obtained, LHC will not be able to commence operations. There was no certainty that even with financing, LHC would be able to commence operations or obtain profitable status. Management primarily focused its attention on the reorganization of Market & Research Corp. in order to prepare the Company for capital raising activities.

On December 18, 2007 the Company filed a Schedule 14 (C) with the Security and Exchange Commission announcing the approval by a majority of shareholders of the following:

A reverse Stock split of 150:1. As a result of the reverse split, the number of authorized and issued shares of common stock will be reduced to 9,991,072 from 1,498,612,518.

A reduction of the authorized number of common stock from 1,500,000,000 to 150,000,000.

An amendment to change the name of the Company from Cable & Co. Worldwide, Inc. to Market & Research Corp.

Each of these steps have been approved by the board of directors and became effective April 21, 2008, and all have been reflected in the financial statements and this document.

On September 12, 2008, the Company distributed all the stock of LHC in the form of a dividend to the shareholders of the Company. As a result of the dividend, LHC was no longer a subsidiary of the Company and became a separate reporting company.

Recent Transactions

The Company has entered into three definitive Purchase Agreements each of which is in full force and effect. On November 12, 2007, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Andrew Perlmutter and David Weiss (collectively, the “Shareholders”).

The consummation of the stock purchase pursuant to the Purchase Agreement (the “Stock Purchase”) is subject to certain conditions set forth in the Purchase Agreement, including the continued accuracy of the representations and warranties made by all parties thereto and the parties’ continuing due diligence review. Upon the closing of the Stock Purchase, the Company will purchase, and the Shareholders will sell, all of the shares (the “Shares”) of InMarketing Corp., a New Jersey corporation (“InMarketing”), to the Company. InMarketing is in the business of designing proprietary software that provides a unique database-driven program to help companies build employee incentive programs.

The Company has agreed to purchase the Shares for $6,121,185. Fifty percent (50%) of the purchase price will be paid upon the closing of the Stock Purchase, and the remaining fifty percent (50%) will be paid to the Shareholders pursuant to certain promissory notes issued by the Company. Upon the closing of the Stock Purchase, the Shares will be held in escrow, until the purchase price has been paid in full.

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As of November 5, 2007, the Company entered into a Stock Purchase Agreement (the “Aspen Purchase Agreement”) with Frank H. Schaller, Robert E. Hall, Paul K. Cowhig III, Matthew A. Lambert, and Sherrie L. Smith (collectively, the “Aspen Shareholders”). Although the agreement to purchase Aspen expired on February 1, 2008, a majority of the Aspen Shareholders have agreed to remain bound to the same terms to be purchased with no specified termination date.

The stock purchase pursuant to the former Aspen Purchase Agreement (the “Aspen Stock Purchase” was subject to certain conditions set forth in the Aspen Purchase Agreement, including the continued accuracy of the representations and warranties made by all parties thereto and the parties’ continuing due diligence review. Upon the closing of the Aspen Stock Purchase, the Company had agreed to purchase, and the Aspen Shareholders had agreed to sell, all of the shares (the “Aspen Shares”) of Quantum Research Services, Inc., d/b/a Aspen Media and Market Research, Ltd., a Colorado corporation (“Aspen”), to the Company. Aspen is in the business of providing market research services, including: (i) research field services; (ii) circulation – subscription renewal and acquisitions; (iii) sales lead qualification program and specialized services; (iv) relational database creation and list consolidation; and (v) print-to-electronic file conversion.

The Company had previously agreed to purchase the Aspen Shares for $2,041,976. Fifty percent (50%) of the purchase price for the Aspen Shares would have been paid upon the closing of the Aspen Stock Purchase, and the remaining fifty percent (50%) would have been paid to the Aspen Shareholders pursuant to the terms of certain promissory notes (the “Notes”) issued by the Company. At closing, the Notes shall be secured by the Company’s pledge of the Aspen Shares between the Company and the Aspen Shareholders.

On April 30, 2008, the Company entered into a Purchase and Sale of Assets Agreement (the “Purchase Agreement”) with Precision Opinion, Inc., a Nevada Corporation (“Precision”), and James Medick, Michael France, and Edward Wilson, being all of the shareholders of Precision (collectively, the “Shareholders”).

The consummation of the purchase by the Company of substantially all of Precision’s assets, properties and contractual rights (the “Assets”) pursuant to the Purchase Agreement (the “Asset Purchase”) is subject to certain conditions set forth in the Purchase Agreement, including the continued accuracy of the representations and warranties made by all parties thereto and the parties’ continuing due diligence review. Upon the closing of the Asset Purchase, the Company will purchase, and Precision will sell, all of the assets of Precision to the Company. Precision operates a market research and opinion polling business based in Las Vegas, Nevada.

The Company will purchase the Assets for the sum of: (i) Five Hundred Sixty-Eight Thousand Three Hundred and Ten Dollars ($568,310) (the “Initial Payment”); plus (ii) the amount (if any) equal to the additional loans made by the Shareholders to Precision, plus accrued interest on any such loans at the rate of eight percent (8%) per annum, on terms previously and mutually agreed to in writing or by email correspondence by James Medick and Gary Stein, President of the Company, between the date of the Purchase Agreement and the closing of the Asset Purchase; plus (iii) the Earn Out Amount.

Subsequent to closing, the Company shall pay to Precision an additional amount (the “Earn Out Amount”) equal to five times the EBITDA of the Precision Opinion division of the Company for the calendar year 2009 less the Initial Payment and the amount of any loans made to Precision as set forth above. The Earn Out Amount shall be paid one-half in cash and one-half in common shares of the Company’s stock, valued at the average of the bid price for the first ten business days in January, 2010. Upon the closing of the Asset Purchase, the Company will enter into an employment agreement with James Medick and certain other ancillary documents related to the Asset Purchase.

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All three of these entities have agreed to an extension of the acquisition agreements to June 30, 2010.

On August 14, 2008, the Company’s Board of Directors conditionally approved the spinoff of LHC to the shareholders of the Company as of the record date of September 3, 2008. The Board of Directors also elected a Board of Directors for LifeHealth Care, Inc. to serve when it becomes an independent Company. The Board of Directors also approved the issuance of 8,512,861 shares of LifeHealth Care, Inc. common shares to appointed directors, two officers and seven individuals. These individuals have provided consulting services to LifeHealth Care, Inc.

Subsequent Events

The Company has borrowed $340,000 from 5 individuals. The borrowing agreement is unsecured and has a term of two years at 14%. In addition, the borrowers issued 1,700,000 shares of stock at $.20 per share.

The Company issued a total of 1,100,000 common shares subsequent to year end to consultants for services so rendered.

The company entered into a new five (5) year lease agreement through November 2014, at a monthly rental rate of $6,525 in years one and two, and $7,250 in years three through five, for its principal corporate executive offices.

Description of Our Subsidiaries and Investments

On August 14, 2008, the Company’s Board of Directors conditionally approved the spinoff of LHC to the shareholders of the Company as of the record date of September 3, 2008. As a result of the dividend, LHC was no longer a subsidiary of the Company and became a separate reporting company.

Employees

As of January 13, 2010, the Company employed no employees.

The Company cannot be assured of being able to attract qualified employees in the future.

Item 1A.

Risk Factors

We have a limited operating history and a history of substantial operating losses and we may not be able to continue our business.

We have a history of substantial operating losses. For the year ended September 30, 2009, our net loss was $2,071,380. We have historically experienced cash flow difficulties primarily because our expenses have exceeded our revenues. We expect to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from our operations to pay expenses or we are unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected.

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We will need additional financing in order to continue our operations which we may not be able to raise.

We will require additional capital to finance our future operations. We can provide no assurance that we will obtain additional financing sufficient to meet our future needs on commercially reasonable terms or otherwise. If we are unable to obtain the necessary financing, our business, operating results and financial condition will be materially and adversely affected.

We have no employees and our success is dependent on our ability to retain and attract consultants to operate our business and there is no assurance that we can do so.

As discussed above, as of September 30, 2009, we have no employees and utilize the services of consultants. They are not otherwise prohibited from terminating their consulting relationship with the Company. The loss of the knowledge and management and industry expertise of any of these key consultants could have a material adverse impact on our future prospects. Once we are sufficiently capitalized, we will need to recruit new executive managers and hire employees to help us execute our business strategy and help manage the growth of our business. Our business could suffer if we were unable to attract and retain additional highly skilled personnel or if we were to lose any key personnel and not be able to find appropriate replacements in a timely manner.

Litigation concerning intellectual property could adversely affect our business.

We rely on a combination of trade secrets, trademark law, contractual provisions, confidentiality agreements and certain technology and security measures to protect our trademarks, license, proprietary technology and know-how. However, we can provide no assurance that competitors will not infringe upon our rights in our intellectual property or that competitors will not similarly make claims against us for infringement. If we are required to be involved in litigation involving intellectual property rights, our business, operating results and financial condition will be materially and adversely affected.

It is possible that third parties might claim infringement by us with respect to past, current or future technologies. We expect that participants in our markets will increasingly be subject to infringement claims as the number of services and competitors in our industry grows. Any claims, whether meritorious or not, could be time-consuming, result in costly litigation and could cause service upgrade delays or require us to enter into royalty or licensing agreements. These royalty or licensing agreements might not be available on commercially reasonable terms or at all.

The large number of shares eligible for public sale could cause our stock price to decline.

The market price of our common stock could decline as a result of the resale of the shares of common stock. These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

There are a significant number of estimates associated with the preparation of our financial statements.

In order to prepare the financial statements for our Company, management must make numerous estimates. Some of the estimates include estimated lives of fixed assets, various estimates needed to determine the recoverability of goodwill or intangible assets as well as other computations used to prepare the financial statements. These estimates can have a material effect on the financial statements.

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Our stock price can be extremely volatile.

Our common stock is traded on the OTC Bulletin Board. There can be no assurance that an active public market will continue for the common stock, or that the market price for the common stock will not decline below its current price. Such price may be influenced by many factors, including, but not limited to, investor perception of us and our industry and general economic and market conditions. The trading price of the common stock could be subject to wide fluctuations in response to announcements of our business developments or our competitors, quarterly variations in operating results, and other events or factors. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. Such broad market fluctuations may adversely affect the price of our common stock.

Trading on the OTC Bulletin Board may be sporadic because it is not a stock exchange, and stockholders may have difficulty reselling their shares.

Our common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on the Nasdaq SmallCap.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, shares of our common stock could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We do not expect to pay cash dividends on our common stock.

We have not declared cash dividends on our common stock since our incorporation and we have no present intention of paying cash dividends on our common stock. MANY OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS.

Item 2.

Description of Property

The Company’s principal executive offices are located at 315 Post Road West, 2nd Flr Westport, CT 06880 at no cost. As the Company has no employees, the office is primarily for mail and phone calls, there is an estimate of $8,750 per year for the value for the space included in the financial statements.

Subsequent to year end the company entered into a new five (5) year lease agreement through November 2014, at a monthly rental rate of $6,525 in years one and two, and $7,250 in years three through five, for its principal corporate executive offices.

Item 3.

Legal Proceedings

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

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PART II.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

The common stock was suspended from trading on the Nasdaq National Market because the Company had no assets. Since its stock was delisted, the common stock has been traded on the “pink sheets” and since January 2009 it has been listed on the over-the-counter-market under the symbol MTRE.OB. The following table sets forth, for the periods indicated the high and low closing sales prices for our common stock.

	High		Low

Common Stock Fiscal 2008
1st Quarter	$	1.158	$	0.154
2nd Quarter	$	1.416	$	0.257
3rd Quarter	$	1.54	$	0.343
4th Quarter	$	0.96	$	0.17
Common Stock Fiscal 2009
1st Quarter	$	0.40	$	0.069
2nd Quarter	$	0.27	$	0.06
3rd Quarter	$	0.45	$	0.055
4th Quarter	$	0.51	$	0.145

The closing price of our common stock on January 5, 2010 was $.14.

As of January 13, 2010, there were approximately 125 holders of record of common stock. The Company’s symbol is MTRE.

The Company has never declared or paid any cash dividends on the common stock. The Company does not anticipate declaring or paying any dividends on the common stock in the foreseeable future. The Company currently intends to retain future earnings, if any, to finance the expansion of its business.

Equity Compensation Plan Information

The Company does not maintain any stock option or other equity compensation plan at the date hereof.

Item 6.

Selected Financial Data

We have derived the selected financial data presented below from audited consolidated financial statements for the fiscal years ended September 30, 2009 and 2008. The selected financial information presented below should be read in conjunction with such consolidated financial statements and notes thereto.

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Selected Financial Information

	2009			2008
Revenue	$	0		$	0
Net Loss		(2,071,380	)		(5,921,511	)
Stockholders’ Deficit		(620,565	)		(355,035	)

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations needs to be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this report. This discussion and analysis includes forward-looking statements that are subject to risks, uncertainties and other factors described under the caption “Risk Factors” beginning with Item 1A of this Annual Report. These factors could cause actual results in current and future periods to differ materially from those expressed in, or implied by, those forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Background and History

The Company, which was incorporated November 10, 1994, was a manufacturer, designer, importer and wholesaler of men's shoes. In 1999, the Company ceased all operations and has remained in a dormant state since such date. The Company has identified certain investments and is in the process of securing funds to acquire those investments and commence operations. There is no guarantee that the Company will secure the necessary financing to operate or to acquire assets.

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On March 28, 2006 the Company acquired all the stock of LifeHealthCare, Inc. (LHC) a Delaware corporation by issuing 4,000,000 shares of the Company’s common stock. LHC’s value was set at $1,200,000 based on the market value of the Company’s shares issued. LHC is focused on the dental and healthcare marketplace. LHC had no revenue and required a significant amount of financing in order to commence operations. The Company does not have access to the necessary financing at this time. If financing is not obtained, LHC will not be able to commence operations. There was no certainty that even with financing, LHC would be able to commence operations or obtain profitable status. Management primarily focused its attention on the reorganization of Market & Research Corp. in order to prepare the Company for capital raising activities.

On December 18, 2007 the Company filed a Schedule 14 (C) with the Security and Exchange Commission announcing the approval by a majority of shareholders of the following:

A reverse Stock split of 150:1. As a result of the reverse split, the number of authorized and issued shares of common stock will be reduced to 9,991,072 from 1,498,612,518

A reduction of the authorized number of common stock from 1,500,000,000 to 150,000,000.

An amendment to change the name of the Company from Cable & Co. Worldwide, Inc. to Market & Research Corp.

Each of these steps has been approved by the board of directors and became effective April 21, 2008, and all have been reflected in the financial statements and this document.

On August 14, 2008, the Company’s Board of Directors conditionally approved the spinoff of LHC to the shareholders of the Company as of the record date of September 3, 2008. On September 12, 2008, the Company distributed all the stock of LHC in the form of a dividend to the shareholders of the Company. As a result of the dividend, LHC was no longer a subsidiary of the Company and became a separate reporting company.

Results of Operations

Fiscal 2009 Compared to Fiscal 2008

Revenues

The Company had no revenues or operations in either 2009 or 2008.

Cost of Sales

The Company had no cost of sales or operations in either 2009 or 2008.

Impairment Losses

The Company recognized $0 impairment loss during the year ended September 30, 2009 and $77,500 and $1,200,000 during the same period in fiscal 2008. The 2008 loss of $77,500 was attributed to the CE designation the Company holds on the emergency dental kit. The impairment was due to the inability of the Company to be able to demonstrate an ability to generate revenues related to this asset. The 2008 loss of $1,200,000 was attributable to the spin off of the wholly owned subsidiary LifeHealthCare, Inc.

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Selling, General and Administrative Expenses

The Company recognized $690,680 in administrative expenses and professional expenses of $1,380,700 in 2009. The Company recognized $738,233 in general and administrative expenses and professional fees of $3,905,778 in 2008. The expenditures for general and administrative expenses were primarily related to efforts to revive the Company. The general and administrative expense for 2009 were less than 2008 general and administrative expenses due primarily to an additional directors fees expensed in 2008. The decrease from 2008 to 2009 was due to fewer shares issued for services and lower stock prices at the time of issuance of stock for consulting services.

Provision for Income Taxes

The Company had no income current tax expense and has taken a full valuation allowance on deferred taxes in 2009 and 2008.

Net Loss

The Company recognized net losses of $5,921,511 during fiscal 2008 as compared to $2,071,380 during the current year for an overall decrease in net loss of $3,850,131. The decrease was due primarily to the impairment losses and the issuance of stock for consulting services in 2008.

Financial Condition, Liquidity and Capital Resources

We have incurred cumulative losses since inception, and the report from our registered independent public accounting firm on our audited financial statements at September 30, 2009 contains a going concern statement. We will continue to incur losses during the foreseeable future and have yet to achieve revenues sufficient to offset direct expenses and corporate overhead. We do not have any present commitments for capital expenditures. We cannot guarantee that we will be successful in our efforts to initiate operations.

We do not have adequate working capital for the near term. We will continue to be reliant on loans from our officers to provide working capital. If our officers are unable to continue to loan us working capital, or we do not raise working capital through other efforts, we cannot guarantee that we will be successful in obtaining capital upon terms acceptable to us, if at all. Our failure to secure necessary capital when needed could have a material adverse effect on our financial condition and results of operations in future periods.

Critical Accounting Policies

Use of Estimates

The preparation of 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, 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.

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Intangible Assets

Intangible assets, excluding goodwill, are stated on the basis of cost and are amortized on a straight-line basis over estimated lives of three to ten years. Intangible assets with indefinite lives are not amortized but are evaluated for impairment annually unless circumstances dictate otherwise. Management periodically reviews intangible assets for impairment based on an assessment of undiscounted future cash flows, which are compared to the carrying value of the intangible assets. Should these cash flows not equate to or exceed the carrying value of the intangible, a discounted cash flow model is used to determine the extent of any impairment charge required. As noted above, the Company reviewed the CE Designation costs for impairment as of September 30, 2008 and determined that it was fully impaired.

Income Taxes

The income tax (provision) benefit is computed on the basis of the various tax jurisdictions' income or loss before income taxes. Deferred income taxes reflect the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company uses judgment and assumptions to determine if valuation allowances for deferred income tax assets are required if realization is not likely by considering future market growth, forecasted operations, future taxable income, and the amounts of earnings in the tax jurisdictions in which it operates.

The Company considers income taxes in each of the tax jurisdictions in which it operates in order to determine its effective income tax rate. Current income tax exposure is identified and temporary differences resulting from differing treatments of items for tax and financial reporting purposes are assessed. These differences result in deferred tax assets and liabilities, which are included in the Company's balance sheets. Additionally, the Company evaluates the recoverability of deferred income tax assets from future taxable income and establishes valuation allowances if recovery is deemed not more likely than not. Accordingly, income taxes in the statements of operations are impacted by changes in the valuation allowance. Significant management estimates and judgment are required in determining any valuation allowance recorded against net deferred tax assets. The Company accounts for uncertain tax positions by recording a liability for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in its tax returns.

The Company has not filed any federal, state or local tax returns for over ten years. The Company expects to file all its delinquent tax returns within the next year.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not ordinarily hold market risk sensitive instruments for trading purposes. The Company does, however, recognize market risk from interest rate and foreign currency exchange exposure.

Interest Rate Risk

The Company does not have any interest rate sensitive assets or obligations.

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Market & Research Corp. and Subsidiary

TABLE OF CONTENTS

	PAGE

Report of Registered Independent Public Accounting Firm	F-1

FINANCIAL STATEMENTS

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Stockholders’ Deficit	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6 – F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Market & Research Corp.

Westport, CT

We have audited the accompanying balance sheets of Market & Research Corp (the “Company”) as of September 30, 2009 and 2008 and the related statements of operations, stockholders’ deficit and cash flows for the years ended September 30, 2009 and 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 audits 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of Market & Research Corp. at September 30, 2009 and 2008 and the results of their operations and their cash flows for the years ended September 30, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, Market & Research Corp. has suffered recurring losses due to lack of operations, current liabilities exceed current assets and an accumulated deficit. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

	/s/ Sobel & Co., LLC
	Sobel & Co., LLC
	Certified Public Accountants

Livingston, NJ

January 13, 2010

F-1

Market & Research Corp.

BALANCE SHEETS

SEPTEMBER 30, 2009 and 2008

ASSETS	2009			2008
Current assets:
Cash	$	257		$	294
Prepaid		25,000			0
Total current assets		25,257			294

Total Assets	$	25,257		$	294
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities	$	486,284		$	232,702
Due to officers		159,538			122,627
Total current liabilities		645,822			355,329
Total Liabilities		645,822			355,329

Commitments and Contingencies

Stockholders’ Deficit:
Common stock, $0.01 par value,150,000,000 shares authorized; 24,866,070 and 14,974,404 shares issued and outstanding		248,661			149,745
Additional paid-in capital		26,129,925			24,422,991
Accumulated deficit		(26,999,151	)		(24,927,771	)
Total Stockholders’ Deficit		(620,565	)		(355,035	)
Total Liabilities and Stockholders’ Deficit	$	25,257		$	294

See report of independent registered public accounting firm and accompanying notes to financial statements

F-2

Market & Research Corp.

STATEMENTS OF OPERATIONS

YEARS ENDED SEPTEMBER 30, 2009 AND 2008

	2009			2008
Revenues	$	0		$	0
Professional fees		1,380,700			3,905,778
Impairment loss		-			77,500
Loss in value of distributed subsidiary		-			1,200,000
General & administrative expenses		690,680			738,233
Total selling, general and administration expenses		2,071,380			5,921,511
Net loss before income tax		(2,071,380	)		(5,921,511	)

Provision for income taxes		-			-

Net loss	$	(2,071,380	)	$	(5,921,511	)

Loss Per Share – Basic and Diluted:	$	(.10	)	$	(.49	)

Weighted Average Common Stock Outstanding:		20,731,436			11,973,904

See report of independent registered public accounting firm and accompanying notes to financial statements

F-3

Market & Research Corp.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

YEARS ENDED SEPTEMBER 30, 2009 AND 2008

				Additional
	Common Stock			Paid-in		Accumulated
	Shares	Amount		Capital		Deficit			Total
Balance, September 30, 2007	9,991,072	$	99,911	$	18,734,195	$	(19,006,260	)	$	(172,154	)

Issuance of shares for services	4,983,332		49,834		4,397,472					4,447,306

Net loss for the year ended September 30, 2008							(5,921,511	)		(5,921,511	)

Spin off of LifeHealthCare, Inc.					1,291,324					1,291,324

Balance, September 30, 2008	14,974,404		149,745		24,422,991		(24,927,771	)		(355,035	)

Issuance of shares for services	9,141,667		91,416		1,614,434					1,705,850

Sale of common shares	749,999		7,500		92,500					100,000

Net loss for the year ended September 30, 2009							(2,071,380	)		(2,071,380	)

Balance, September 30, 2009	24,866,070	$	248,661	$	26,129,925	$	(26,999,151	)		(620,565	)

See report of independent registered public accounting firm and accompanying notes to financial statements

F-4

Market & Research Corp.

STATEMENTS OF CASH FLOWS

YEARS ENDED SEPTEMBER 30, 2009 AND 2008

	2009			2008
Cash Flows from Operating Activities:
Net loss	$	(2,071,380	)	$	(5,921,511	)
Impairment loss		-			77,500
Valuation of distributed asset		-			1,200,000
Shares issued for services		1,705,850			4,447,306
Amortization of intellectual property		-			7,500
Changes in assets and liabilities
Decrease/(increase) in prepaid expenses		-			18,273
Increase prepaid		(25,000	)		-
Increase in accrued liabilities		253,582			170,278
Net Cash From (Used in) Operating Activities		(136,948	)		(654	)

Cash Flows from Financing Activities:
Sale of common shares		100,000			-
Spinoff of net liabilities of LifeHealthCare, Inc.		-			9,926
Proceeds from/(repayments to) officer-net		36,911			(8,978	)
Net Cash Provided by Financing Activities		136,911			948

Net Change in Cash		(37	)		294

Cash and Cash Equivalents, Beginning		294			0

Cash and Cash Equivalents, Ending	$	257		$	294

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest	$	-		$	-
Cash paid during the year for income taxes	$	-		$	-

See report of independent registered public accounting firm and accompanying notes to financial statements

F-5

Market & Research Corp.

notes to financial statements

NOTE 1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

The Company, which was incorporated November 10, 1994, was a manufacturer, designer, importer and wholesaler of men's shoes. Beginning in 1999, the Company ceased all operations and has remained in a dormant state since such date. Recently, the company began taking steps to commence operations. The company has identified certain investments and is in the process of securing funds to acquire those investments and commence operations. There is no guarantee that the company will secure the necessary financing to acquire or operate the assets. Management has primarily focused its attention on the reorganization of Market & Research Corp. in order to prepare the Company for capital raising activities. Neither the parent company nor the subsidiary has devoted its attentions to financial planning, raising capital, research and development or any other activities that would be associated with the start up of operations. As such, neither company qualifies for classification for development stage accounting.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and incorporate the following significant accounting policies:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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.

Fair Value of Financial Instruments

The Company considers, when applicable, the fair value of the cash equivalents, receivables, accounts payable and accrued liabilities approximate carrying value based on the short term nature of the instruments.

Intangible Assets

Intangible assets, excluding goodwill, are stated on the basis of cost and are amortized on a straight-line basis over estimated life of ten years. Intangible assets with indefinite lives are not amortized but are evaluated for impairment annually unless circumstances dictate otherwise. Management periodically reviews intangible assets for impairment based on an assessment of undiscounted future cash flows, which are compared to the carrying value of the intangible assets. Should these cash flows not equate to or exceed the carrying value of the intangible, a discounted cash flow model is used to determine the extent of any impairment charge required. For the years ended September 30, 2009 and 2008 the amortization expense on intangible assets amounted to $0 and $7,500, respectively. The patent costs relate to a patent application. The patent has not been granted. When the patent is granted, the amount will be amortized. If the application is denied, the amount will be written off. During the year ended September 30, 2008, management determined that the CE Designation was fully impaired and as such was written off.

F-6

Stock-Based Compensation

The Company applies the provisions of ASC 718, “Compensation — Stock Compensation”, which requires companies to measure all employee stock-based compensation awards using a fair value method and recognize compensation cost in its financial statements. The Company recognizes the fair value of stock-based compensation awards as selling, general and administrative expense in the consolidated statements of operations on a straight-line basis over the vesting period. The Company recorded $1,705,850and $4,447,306 for the years ended September 30, 2009 and 2008 for the issuance of stock.

Income Taxes

Income tax expense is based on pretax income. Deferred income taxes are computed using the asset-liability method in accordance with ASC 740, “Income Taxes”, and are provided on all temporary differences between the financial basis and the tax basis of the Company’s assets and liabilities. The Company accounts for any uncertain tax positions, including issues related to the recognition and measurement of those tax positions, in accordance with the tax position guidance in ASC 740. During the year ended September 30, 2009, the Company recognized no adjustments for uncertain tax benefits.

Net Income (Loss) Per Share

Net Income (Loss) per common share is based on the Net Income (Loss) divided by weighted average number of common shares outstanding.

Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. As the Company has a loss for the periods ended September 30, 2009 and 2008 the potentially dilutive shares are anti-dilutive and are thus not added into the earnings per share calculation.

Capital Structure and Security Rights

Common Stock - The Company was initially authorized to issue 50,000,000 shares of common stock, par value $.01 per share. All common shares are equal to each other with respect to voting, and dividend rights, and are equal to each other with respect to liquidations rights. On October 17, 2005, a majority of shareholders passed a resolution to increase the number of authorized common shares to 250,000,000. On January 30, 2006 the holders of a majority of the outstanding common stock of the Company passed a resolution to increase the number of authorized common shares from 250,000,000 to 1,500,000,000. The purpose of these resolutions was to create a sufficient number of shares of common stock to allow the Company to settle its last remaining liability and to commence operations.

On December 18, 2007 the Company filed a Schedule 14 (C) with the Security and Exchange Commission announcing the approval by a majority of shareholders of the following:

A reverse Stock split of 150:1. As a result of the reverse split, the number of authorized and issued shares of common stock will be reduced to 9,991,072 from 1,498,612,518.

A reduction of the authorized number of common stock from 1,500,000,000 to 150,000,000.

An amendment to change the name of the Company from Cable & Co. Worldwide, Inc. to Market & Research Corp.

Each of these steps has been approved by the board of directors and became effective April 21, 2008, and all have been reflected in the financial statements and this document.

F-7

Recently Issued Accounting Standards

In June 2009 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles”. ASC 105 establishes the Codification as the sole source of authoritative accounting principles to be applied in the preparation of financial statements in conformity with GAAP. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition - Multiple-Deliverable Revenue Arrangements”. The guidance in ASU 2009-13 amends the criteria for separating consideration in multiple-deliverable arrangements and expands required disclosures related to a company’s multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for fiscal years beginning on or after June 15, 2010. The Company is currently assessing the impact that adoption will have on its financial position or results of operations.

In June 2009 the Company adopted ASC 855, “Subsequent Events”, which establishes the general standards of accounting for and disclosures required for events occurring after the balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855 the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, are required to be recognized in the financial statements. Subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued should not be recognized in the financial statements but may need to be disclosed to prevent the financial statements from being misleading. The adoption did not have a material impact on the subsequent events that we report, either through recognition or disclosure, in our financial statement.

In November 2008 the Company adopted ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The adoption of ASC 820 did not have a material impact on the Company’s financial position or results of operations.

In December 2007 the FASB issued ASC 805, “Business Combinations”. Under ASC 805, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. The adoption of ASC 805 will change the accounting treatment for business combinations on a prospective basis beginning in the first quarter of fiscal year 2010.

In December 2007 the FASB issued ASC 810, “Consolidation”. ASC 810 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. ASC 810 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2010. As of September 30, 2009, the Company did not have any minority interests; therefore the adoption of this statement is not expected to have an impact on the Company’s financial statements.

F-8

In April 2008 the FASB issued guidance which was primarily codified into ASC 350 “Intangibles — Goodwill and Other”. The guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets. The intent of the guidance is to improve the consistency between the useful life of a recognized intangible asset under the accounting standards and the period of the expected cash flows used to measure the fair value of the asset. The Company will adopt in the first quarter of fiscal 2010 and will apply the guidance prospectively to intangible assets acquired after adoption.

Other accounting standards that have been issued or proposed that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Reclassifications

Certain amounts from prior years have been reclassified to conform to the 2009 presentation.

NOTE 3.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses, has accumulated deficit of approximately, $27,000,000, current assets exceed current liabilities and is dependent upon financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. It is management's plan to continue to implement their strategy to commence operations. With the commencement of operations, management believes they will generate sufficient funds to support operations. Officers will continue to support operations as needed for any shortfalls in cash flows.

NOTE 4.

INTANGIBLE ASSETS

Amortization expense for intangible assets was $0 and $7,500 for the years ended September 30, 2009 and 2008 respectively. We account for goodwill and other intangible assets in accordance with SFAS No. 142, which requires that goodwill and other intangible assets that have indefinite lives not be amortized but instead be tested at least annually for impairment, or more frequently when events or a change in circumstances indicate that the asset might be impaired. At September 30, 2008 management determined that the CE Designation was fully impaired and the Company expensed $75,000.

NOTE 5.

RELATED PARTY TRANSACTIONS

At September 30, 2009 and 2008 the Company owed two officers, Gary Stein (President and director) and Martin Licht (Executive Vice President and director) a total of $159,538 and $122,627. These amounts are non-interest bearing, unsecured, and due on demand: however the officers have agreed not to demand payments for one year. During fiscal 2008 the Company eliminated $81,779 to officers through the spinoff of LHC and was loaned $8,999 by the two officers noted above.

NOTE 6.

INCOME TAXES

The Company last filed its income tax returns for the year 1999. It has not filed tax returns for any period since 1999. The ability of the Company to utilize all or part of its operating tax loss caryforwards or its charitable contribution carryforwards to reduce any tax obligation in the future has not been determined. In addition, at this time, the Company has no operations and no possibility of producing taxable income to utilize any such operating tax loss carryforward or charitable contribution carryforward. For both reasons,

F-9

no tax asset has been recorded since the Company believes at this time it is more likely than not that that the amounts will not be realized. No provision for income taxes has been recorded due to the net operating loss carryforward of approximately $9,760,000 as of September 30, 2009 that will be offset against further taxable income. No tax benefit has been reported in the financial statements. Under the Internal Revenue Code, generally, expiration of net operating loss carryforwards are twenty-years from when such losses were derived. Additionally, limits may be imposed on the use of such losses based on certain factors, including, but not limited to, a change in stockholders.

Deferred tax assets and the valuation account as of September 30, 2009 and 2008 are as follows:

	2009			2008
Deferred tax asset:
Net operating loss carryforward	$	3,295,000		$	2,595,000
Valuation allowance		(3,295,000	)		(2,595,000	)
	$	-		$	-

The components of income tax expense are as follows:

	2009			2008
Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in NOL benefit		(700,000	)		(1,604,000	)
Change in allowance		700,000			1,604,000
	$	-		$	-

The Company has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. These losses are as follows:

	Expiration
Year of Loss	Amount		Date
2000	$	28,000		2020
2001		31,000		2021
2002		34,000		2022
2003		38,000		2023
2004		42,000		2024
2005		51,000		2025
2006		1,120,000		2026
2007		1,628,000		2027
2008		4,720,000		2028
2009		2,070,000		2029

The Company has not filed any federal, state or local tax returns for over ten years. The Company expects to file all its delinquent tax returns within the next year.

F-10

NOTE 7.

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Litigation

The Company has been inactive for over eight years. Based on searches performed in various jurisdictions that the Company previously operated in, no asserted or pending litigations were discovered. Inquiries of former officers and directors revealed no known litigation, either pending, suspended or possible. There can be no assurance that there are no potential or possible litigations in the jurisdictions searched or other jurisdictions not searched. Based on currently available information, we believe that there are no pending claims that will have a material adverse effect on the Company’s future operating results or financial position.

Commitments

F-11

Subsequent to the closing, the Company shall pay to Precision an additional amount (the “Earn out Amount”) equal to five times the EBITDA of the Precision Opinion division of the Company for the calendar year 2009 less the Initial Payment and the amount of any loans made to Precision as set forth above. The Earn out Amount shall be paid one-half in cash and one-half in common shares of the Company’s stock, valued at the average of the bid price for the first ten business days in January, 2010. Upon the closing of the Asset Purchase, the Company will enter into an employment agreement with James Medick and certain other ancillary documents related to the Asset Purchase.

On April 21, 2008, the Company’s Board of Directors conditionally approved the spinoff of LHC to the shareholders of the Company. The spinoff is conditioned upon the approval of the Securities and Exchange Commission. As of the filing date of this form, the approval of the Security and Exchange Commission had not been received. The Board of Directors also elected a Board of Directors for LifeHealth Care, Inc. to serve when it becomes an independent Company. The Board of Directors also approved the issuance of 8,512,861 shares of LifeHealth Care, Inc. common shares to appointed directors, two officers and seven individuals. These individuals have provided consulting services to LifeHealth Care, Inc.

Rent expense for September 30, 2008 and 2007 amounted to approximately $9,000 in each year.

During Fiscal 2009, the Company entered into a lending and equity placement agreement with an investment bank. As part of the agreement, the Company prepaid $25,000 of fees. During 2009, no loan or equity funding occured.

NOTE 8.

SPINOFF OF LIFEHEALTHCARE, INC.

The Company spun off LifeHealthCare, Inc. (“LHC”) in September 2008. The Company included the operations of LHC through the date of the spinoff (September 12, 2008) in its operations. The Company valued LHC at zero, and as a result, wrote off its investment of $1,200,000 in LHC. The net liabilities that were spun off totaled $9,926.

F-12

NOTE 9.

SUBSEQUENT EVENTS

In connection with preparation of the Financial Statements for fiscal year ended September 30, 2009, the Company has evaluated subsequent events for potential recognition and disclosures through January 13, 2010, the date of financial statement issuance.

The Company issued 1,100,000 common shares subsequent to September 30, 2009 to a consultant for consulting services rendered in fiscal year 2010.

The Company entered into a new five (5) year lease agreement through November 2014, at a monthly rental rate of $6,525 in years one and two, and $7,250 in years three through five, for its principal corporate executive offices.

Year Ended September 30:
2010	$	65,250
2011		78,300
2012		85,550
2013		87,000
2014		87,000
Thereafter		14,500
	$	417,600

In November 2009, the Company entered into a consulting agreement for general services. The term of such services will be from November 2009 through February 2010 at $5,000 per month.

F-13

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A.

Controls and Procedures

Not Applicable

ITEM 9A(T).

Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure (1) that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (2) that this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As of the date of this annual report, under the supervision and review of the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information regarding the Company that is required to be included in its periodic reports to the SEC.

In addition, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls since the Company’s evaluation. The Company can provide no assurance, however, that its system of disclosure controls and procedures will always achieve its stated goals under all future conditions, no matter how remote.

ITEM 9B.

Other Information

None.

- 13 -

PART III.

ITEM 10.

Directors and Executive Off

Directors and Executive Officers

The Company’s directors and executive officers, their ages and present position are as follows:

Name	Age	Positions
Martin Licht	68	Executive Vice President, Director
Gary Stein	60	President, Director, Secretary
Mark Lazar	57	Director
Alberto Salvucci	54	Director
Steven Kessler	63	Director
John Grippo	54	Chief Financial Officer

Gary Stein

Mr. Stein joined the Company as President, Director and Secretary December 1, 2007. Mr. Stein is an attorney with more than 30 years business and corporate experience. From 1993 to present Mr. Stein has been self-employed with DB Capital, where he has advised numerous small emerging growth companies, taking senior financial and legal management positions when necessary, the raising of capital, both equity and debt and advising these companies as to mergers and acquisitions in the interest of the company’s shareholders. Mr. Stein has advised these companies in raising in excess of $80,000,000 in permanent equity financing. From 1995 through 2000 Mr. Stein was CFO and CAO for Pinnacle Technologies, Inc. a leading provider of IT staffing for government and Fortune 500 companies. Mr. Stein is a graduate of Capital University receiving both a B.A. in 1971 and J.D degree in 1974.

Martin Licht

Martin Licht joined the company as Chief Executive Officer and Director in September 2007. He resigned as Chief Executive Officer and was named as Executive Vice President December 1, 2007 Martin Licht is a practicing attorney with more than thirty five years of diversified legal experience. From 1979 through 1994 Mr. Licht was affiliated with the law firm of Herzfeld & Rubin PC, where the directed the firm’s real estate law practice. Mr. Licht served as a member of the law firm of Gallet, Dryer & Berkey from 1995 through 1997. Since 1997 Mr. Licht has been self-employed and is a specialist in mergers and acquisitions, public financings, and real estate matters, having directed approximately two hundred twenty five real estate transactions, public offerings and private placements. Mr. Licht is a graduate of New York University and received LLB and J D Degrees from Brooklyn Law School in 1967.

Alberto Salvucci

Alberto Salvucci has be a member of the Board since January 1997. Mr. Salvucci has been the President of the Company since 1988 until 2007. He has provided design, production and production control services to the Company since its inception.

- 14 -

Mark Lazar

Mark Lazar joined the Company as a director in June of 2006. For the last ten years, he has been the CEO of Lazar Equities, a direct owner and property manager of mixed use, industrial and residential properties in Montreal and New York.

Steven Kessler

Steven Kessler joined the Company in 2006 as President and director. Mr. Kessler is an independent financial consultant with more than 20 years of experience in the investment industry. He is a co-founder, President and Chief Executive Officer of Advanced Respiratory Technologies, Inc., a privately held medical technology company and is the President of Strategic Resources. Mr. Kessler has provided various financial and investor relations services to emerging public companies. Mr. Kessler also formerly held senior staff positions at Manufacturers Hanover Trust Company and began his career as an accountant at Alexander Grant & Company. Mr. Kessler graduated from Brooklyn College of the City University of New York with a Bachelors of Science Degree in Accounting.

John Grippo

John Grippo is the president of his own financial management practice, John Grippo, Inc. since 2000. In that capacity, he serves as Chief Financial Officer to small to mid-sized public and private companies, as well as providing accounting and consulting services. Mr. Grippo previously served as Chief Financial Officer at companies in the manufacturing, electric vehicles and financial services industries. In addition, he has extensive experience in the anti-terrorism, seminar, entertainment software and house wares industries. He worked for five years as an auditor with Arthur Andersen, LLP. Mr. Grippo is a member of the New York State Society of Certified Public Accountants.

Board of Directors

Each of the directors of the Company holds office until his successor is elected or until his death, resignation or removal. Officers hold office until the meeting of the Board of Directors following each Annual Meeting of Stockholders and until their successors have been chosen and qualified. The Company has not held an annual meeting since June 6, 1997. The Company intends to hold an annual meeting as soon as is practical.

Audit Committee of the Board of Directors

The Board of Directors has a separate audit committee. The audit committee is composed of Mr. Lazar and Mr. Kessler, each of whom is independent directors. The Board of Directors has determined that Mr. Kessler meets the standards of an audit committee “financial expert” as defined by the Sarbanes Oxley Act of 2002.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the executive officers and directors of the Company, and persons who beneficially own more than 10% of the common stock, to file initial reports of ownership and reports of changes of ownership with the Securities and Exchange Commission and furnish copies of those reports to the Company. Each of the executive officers and directors and persons who beneficially own more than 10% of the common stock of the Company were delinquent in filing a form 3 and/or 4 during the fiscal year.

- 15 -

Code of Ethics

The Company’s Board of Directors adopted a Code of Ethics which applies to all of the Company’s directors, executive officers and employees. A copy of the Code of Ethics is available upon request to the Company’s Robinson & Cole, LLC 1055 Washington Boulevard. Stamford CT 06901-2249.

Item 11.

Executive Compensation

The following summary compensation table sets forth the aggregate compensation which the Company paid or accrued to its Chief Executive Officer during the fiscal years ended September 30, 2007, 2008 and 2009. None of the Company’s executive officers received compensation in excess of $100,000 during the fiscal year ended September 30, 2009.

Summary Compensation Table

Name and Principal Position	Fiscal Year Ended Sept. 30,	Salary $	Bonus $	Stock Awards	Option Awards	Non-Equity Incentive Plan	Change in Pension Value & Nonqualified Deferred Compensation Earnings	All Other Compensation $	Total

Steven Kessler,	2009	0	0	0	0	0	0	0	0
Director (1)	2008 2007	0 0	0 0	331,931 0	0 0	0 0	0 0	0 0	331,9310
Martin Licht,(3)	2009	0	0	448,200	0	0	0	0	448,2000
Executive Vice President, Director	2008 2007	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0
John Grippo,(5)	2009	0	0	0	0	0	0	0	0
Chief Financial Officer	2008 2007	0 0	0 0	165,965	0 0	0 0	0 0	0 0	165,9650
Gary Stein, (2)	2009	0	0	149,000	0	0	0	0	149,000
President, Director, Secretary	2008 2007	0 0	0 0	1,991,558	0 0	0 0	0 0	0 0	1,991,588 0
Alberto Salvucci, (4)	2009	0	0	0	0	0	0	0	0
Director	2008 2007	0 0	0 0	331,9310	0 0	0 0	0 0	0 0	331,9310
Mark Lazar,	2009	0	0	0	0	0	0	0	0
Director	2008 2007	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

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(1)

Steven Kessler was president from 2006 till December 1, 2007. The payment received was in the form of 333,333 shares of common stock for directors’ fees.

(2)

Gary Stein became president and secretary on December 1, 2007. The payments received were in the form of 2,000,000 shares of common stock for compensation for serving as executive vice president. The shares were given to his wife. Mr. Stein disclaims any ownership of the stock.

(3)

Martin Licht was appointed Chief Executive Officer and Director from September 2007 to December 2007. The payments received were in the form of 1,000,000 and 2,000,000 shares of common stock for directors’ fees and compensation for serving as president. He became Chairman and executive vice president on December 1, 2007.

(4)

Alberto Salvucci resigned as president in 2006. The payment received was in the form of 333,333 and 2,222 shares of common stock in 2008 for directors’ fees.

(5)

John Grippo received 166,666 shares of common stock for services as a Chief Financial Officer.

Stock Issued in fiscal 2009 and 2008

See Above

4,091,667 common shares were issued in fiscal 2009 for services to officers, directors and outside consultants.

Options Granted in Fiscal 2009 and 2008

None.

Grant of Plan-Based Awards

None

Option Exercises and Stock Vested

None

Outstanding Equity Awards at Fiscal Year End

None

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

During the fiscal year ended September 30, 2009 no options were exercised by any of the Company’s executive officers. There are no unexercised options outstanding as of September 30, 2009.

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Employment Agreements

None

Director Compensation

The Company’s directors do not receive fixed compensation for their services as directors.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters

The following table sets forth, as of January 13, 2010, certain information as to the beneficial ownership of our common stock by:

each person known by us to own more than five percent (5%) of our outstanding shares;

each of our directors;

each of our executive officers named in the Summary Compensation Table under “Executive Compensation”; and

all of our directors and executive officers as a group.

Amount and Nature of Beneficial Ownership (1)(2)
Name and Address of Beneficial Shareholder	Common Stock		Percentage of Ownership (1)(2)			Percentage of Voting Power (1)(2)
Alberto Salvucci 315 Post Road West, 2nd flr Westport, CT 06880		749,183		2.80	%		2.80	%

Martin Licht(3) 315 Post Road West, 2nd flr Westport, CT 06880		7,000,000		26.35	%		26.35	%

Steven Kessler 315 Post Road West, 2nd flr Westport, CT 06880		333,333		1.25	%		1.25	%

John Grippo 315 Post Road West, 2nd flr Westport, CT 06880		340,000		1.28	%		1.28	%

Gary Stein (4) 315 Post Road West, 2nd flr Westport, CT 06880		3,333,334		12.55	%		12.55	%

Mark Lazar 315 Post Road West, 2nd flr Westport, CT 06880		333,334		1.25	%		1.25	%

All executive officers and directors as a group (6 persons)		12,089,184		45.51	%		45.51	%

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(1)

Beneficial ownership is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Shares subject to stock options, for purposes of this table, are considered beneficially owned only to the extent currently exercisable or exercisable within 60 days after January 13, 2010. All percentages are based on 27,491,070 common shares.

(2)

Except as otherwise indicated, each of the parties listed has sole voting and investment power with respect to all shares of common stock indicated above.

(3)

Includes 4,000,000 shares Mr. Licht gave to MacKenzie Design Ltd. Mr. Licht disclaims any ownership of these shares.

(4)

Includes 2,000,000 shares owned by Joy Stein, Mr. Stein’s Spouse. Mr. Stein disclaims any ownership in these shares.

Item 13.

Certain Relationships, Related Transactions and Director Independence

(a)

Related Party Transactions

None.

(b)

Independent Director

Steven Kessler, Alberto Salvuci and Mark Lazar are the only independent directors.

Item 14.

Principal Accountant Fees and Services

Audit Fees

Audit fees were billed to the Company by Sobel & Co., LLC for its audit of the Company’s financial statements filed with the Securities and Exchange Commission for 2009 totaled $22,850 and for 2008 totaled $23,000.

Tax Fees

No fees billed to the Company by Sobel & Co., LLC for its tax returns for the fiscal year 2009 and 2008.

Other Fees

No other fees were billed by Sobel & Co., LLC for all other non-audit or tax services rendered to the Company for the fiscal year 2009 and 2008, respectively.

Audit Committee Pre-Approval Policies

None

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Item 15.

Exhibits and Financial Statement Schedules

EXHIBIT INDEX

Exhibit Number		Description

3.1		Articles of incorporation, including amendments

3.2		By laws, including amendments

10.1		Stock Purchase Agreement, dated as of March 28, 2006, between the Company and Martin Licht filed herewith to replace Exhibit 10.1 to 10.3 to the Company’s Form 8-K dated May 10, 2006.

21.1		Subsidiary

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Westport, State of Connecticut, on the 13th day of January 2010.

		Market & Research Corp.

		BY:	/s/ Gary Stein
			Gary Stein,
			President (Principal Executive Officer)


		BY:	/s/ John Grippo
			John Grippo
			Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.

Signature	Title	Date


/s/ Steven Kessler	Director	January 13, 2010
Steven Kessler


/s/ Martin Licht	Director	January 13, 2010
Martin Licht



/s/ Alberto Salvucci	Director	January 13, 2010
Alberto Salvucci

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/s/ Gary Stein	Director	January 13, 2010
Gary Stein



/s/ Mark Lazar	Director	January 13, 2010
Mark Lazar

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MARKET & RESEARCH CORP. - FORM 10-K - January 14, 2010

Attached files

MARKET & RESEARCH CORP. Reports