UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 
 FORM 10-Q
 
 (Mark
One)
 
 xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
quarterly period ended March 31,
2009
  or
 
 oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from 
to
 
 Commission File Number:
000-53138
 
 QUERYOBJECT SYSTEMS CORPORATION(Exact
      name of registrant as specified in its
charter)
 
 Delaware
                  94-3087939(State
      or other jurisdiction of incorporation or organization)
                  (I.R.S.
      Employer Identification
No.)
 
 c/o
      Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  65
      East 55th Street, Third Floor

                    New
      York, New York
              10022(Address
      of principal executive offices)
              (Zip
      Code)
 
 (212)
      451-2300(Registrant’s
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report)
 
 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 x     No
 ̈
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    
Yes o    
No o
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
(Check one):
  Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
                Smaller
      reporting company x
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).     Yes x    No
o
  There were 42,861,328
shares of the Registrant’s Common Stock, par value $.003, outstanding on May 15,
2009.


QUERYOBJECT
SYSTEMS CORPORATION
  FORM
10-Q
  Quarter
ended March 31, 2009
  TABLE
OF CONTENTS
  PART
      I
                    PageFINANCIAL
      INFORMATIONItem
      1.                      Condensed
      Financial Statements:
                    1Notes to Condensed Financial
    Statements
                    5Item
      2.                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    9Item
      3.                      Quantitative
      and Qualitative Disclosures About Market Risk
                    10Item
      4.                   Controls
      and Procedures
                    10PART
      IIOTHER
      INFORMATIONItem
      1A.                  
      Risk Factors
                    11Item
      6.                      Exhibits
                    11Signature
                    12Exhibit Index
                    13
  i
  CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This
report, and the information incorporated by reference in it, include “forward
looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”).  Our forward-looking statements
include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the
future.  In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements.  The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.  Forward-looking
statements in this report may include, for example, statements about
our:
  *
              ability
      to complete a business combination;
  *
              success
      in retaining or recruiting, or changes required in, our officers, key
      employees or directors following a business
  combination;
  *
              officers
      and directors allocating their time to other businesses and potentially
      having conflicts of interest with our business or in approving a business
      combination, as a result of which they would then receive expense
      reimbursements;
  *
              potential
      ability to obtain additional financing to complete a business
      combination;
  *
              ability
      of our officers and directors to generate a number of potential investment
      opportunities;
  *
              potential
      change in control if we acquire one or more target businesses
      for  stock;
  *
              our
      public securities’ potential liquidity and trading;
  or
  *
              financial
      performance.
  The
forward-looking statements contained or incorporated by reference in this report
are based on our current expectations and beliefs concerning future developments
and their potential effects on us.  There can be no assurance that
future developments affecting us will be those that we have
anticipated.  These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.  These
risks and uncertainties include, but are not limited to, those factors described
under the heading “Risk Factors.”  Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these
forward-looking statements.  We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws.
  References
in this report to “we,” “us” or “the Company” refer to QueryObject Systems
Corporation.
  ii
  PART
1.  FINANCIAL INFORMATION
  
  Item
1.                                Financial
Statements and Supplementary Data.
  INDEX TO UNAUDITED FINANCIAL STATEMENTS
  PageBalance
      Sheets as of March 31, 2009 (Unaudited) and December 31, 2008
      (Audited)
                  2Statements
      of Operations for the three months ended March 31, 2009 and 2008
      (Unaudited)
                  3Statements
      of Cash Flows for the three months ended March 31, 2009 and 2008
      (Unaudited)
                  4Notes
      to the Condensed Financial Statements (Unaudited)
                  5
  1
  QueryObject
Systems Corporation
  Condensed
Balance Sheets
  (Unaudited)
  AssetsMarch
      31, 2009
                                  
                                  
                                  December
      31, 2008Current
      Assets
                                  
                                  (Unaudited)
                                  
                                  
                                  (Audited)Cash
                                  
                                  $
                                  7,264
                                  
                                  
                                  $
                                  11,009Total
      Assets
                                  
                                  $
                                  7,264
                                  
                                  
                                  $
                                  11,009Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                                  
                                  $
                                  60,274
                                  
                                  
                                  $
                                  33,679Convertible
      notes payable, less $9,700 and $35,083 unamortizeddiscount at
      March 31, 2009 and December 31, 2008, respectively
                                  
                                  
                                  150,300
                                  
                                  
                                  
                                  135,300Total
      Current Liabilities
                                  
                                  
                                  210,574
                                  
                                  
                                  
                                  168,979Stockholders'
      DeficitPreferred
      stock, $.001 par value; 4,000,000 share authorizednone issued
      and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock, $.003 par value; 250,000,000 sharesauthorized;
      42,861,328 and  42,861,328 issued and outstanding at March 31,
      2009 and December 31, 2008 respectively
                                  
                                  
                                  128,584
                                  
                                  
                                  
                                  128,584Additional
      paid-in-capital
                                  
                                  
                                  59,568,187
                                  
                                  
                                  
                                  59,568,187Accumulated
      deficit
                                  
                                  
                                  (59,900,081
                                  )
                                  
                                  
                                  (59,854,741
                                  )Total
      Stockholders' Deficit
                                  
                                  
                                  (203,310
                                  )
                                  
                                  
                                  (157,970
                                  )Total
      Liabilities and Stockholders' Deficit
                                  
                                  $
                                  7,264
                                  
                                  
                                  $
                                  11,009
  See notes
to unaudited financial statements
  2
 
 QueryObject
Systems Corporation
  Condensed
Statements of Operations
  For
      the Three Months endedMarch
      31, 2009
                        
                        
                        March
      31, 2008Revenues
                        
                        $
                        -
                        
                        
                        $
                        -Cost
      and ExpensesGeneral
      and administrative
                        
                        
                        27,750
                        
                        
                        
                        12,831Interest
      expense
                        
                        
                        17,595
                        
                        
                        
                        11,564Loss
      before other income
                        
                        
                        45,345
                        
                        
                        
                        24,395Interest
      income
                        
                        
                        5
                        
                        
                        
                        84Net
      loss
                        
                        $
                        (45,340
                        )
                        
                        $
                        (24,311
                        )Net
      Loss per Common Share - Basic and Diluted
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )Weighted
      Average Number of Shares - Basic and Diluted
                        
                        
                        42,861,328
                        
                        
                        
                        39,854,012
  See
notes to unaudited financial statements
  3
 
 QueryObject
Systems Corporation
  Condensed
Statements of Cash Flows
  For
      the Three Months endedMarch
      31, 2009
                            
                            
                            March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIIVITIES:Net
      loss
                            
                            $
                            (45,340
                            )
                            
                            $
                            (24,311
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of beneficial conversion feature
                            
                            
                            15,000
                            
                            
                            
                            9,409Change
      in assets and liabilities:Accounts
      payable and accrued expenses
                            
                            
                            26,595
                            
                            
                            
                            (25,845
                            )NET
      CASH USED IN OPERATING ACTIVITIES
                            
                            
                            (3,745
                            )
                            
                            
                            (40,747
                            )DECREASE
      IN CASH
                            
                            
                            (3,745
                            )
                            
                            
                            (40,747
                            )CASH
      - BEGINNING OF YEAR
                            
                            
                            11,009
                            
                            
                            
                            51,066CASH
      - END OF PERIOD
                            
                            $
                            7,264
                            
                            
                            $
                            10,319SUPPLEMENTAL
      NONCASH FINANCING ACTIVITIES:Beneficial
      conversion feature
                            
                            $
                            -
                            
                            
                            $
                            37,634
  See
notes to unaudited financial statements
  4
  QueryObject Systems Corporation
 
 Notes
to the Unaudited Financial Statements
  1.           Organization
and Summary of Significant Accounting Policies
  Organization
 QueryObject
Systems Corporation (the “Company”) was originally incorporated in California in
February 1989. In November 1997, pursuant to a plan of corporate reorganization,
the Company merged with its wholly owned Delaware subsidiary. The Company
developed and marketed proprietary business intelligence software and
application services solutions that enabled business managers to leverage
existing corporate data in making strategic decisions. The company discontinued
these operations in December 12, 2001 and since then has been
inactive.
  Summary
of significant accounting policies
  Basic
and diluted net loss per share
 Basic net
loss per share is computed by dividing the net loss by the sum of the weighted
average number of shares of common stock outstanding. The weighted average
number of shares of common stock outstanding includes the number of common
shares issued upon the exercise of options and warrants, as of the date of
exercise.
  Diluted
earnings per share are based on the potential dilution that would occur on
exercise or conversion of securities into common stock. Outstanding options and
warrants to purchase shares of common stock that could potentially dilute basic
earnings per share in the future were not included in the computation of diluted
net loss per share because to do so would have had an anti-dilutive effect for
the periods presented. As a result, the basic and diluted per share amounts are
identical for all periods presented. As of March 31, 2009, the Company has
outstanding Senior Convertible Notes (see Note 3.) that are convertible into
53,333,333 common shares and warrants outstanding to purchase an additional
80,000,000 common shares.
  Cash
and cash equivalents
 The
Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
  Income
taxes
 The
Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”), as
amended. Income taxes are computed using the asset and liability method. Under
the asset and liability method specified by SFAS 109, deferred income tax assets
and liabilities are determined based on the differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
currently enacted tax rates and laws. In addition, valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.
  Use
of estimates
 These
financial statements have been prepared in conformity with generally accepted
accounting principles that require management to make reasonable estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingencies at the date of the consolidated financial
statements. Actual results could differ from those estimates.
  Fair
value of financial instruments
 The
carrying value of cash and cash equivalents and accounts payable and accrued
expenses approximates fair value, due to the relatively short-term nature of
these instruments.
  Share-Based
Compensation
 The
Company accounts for the grant of stock options and restricted stock awards in
accordance with SFAS 123R, “Share-Based Payment Amendment of FASB Statements No.
123” (“SFAS 123R”). SFAS 123R requires companies to recognize in the statement
of operations the grant-date fair value of stock options and other equity based
compensation.
  5
  RECENT
ISSUED ACCOUNTING STANDARDS
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May
Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB
14-1 clarifies that convertible debt instruments that may be settled in
cash upon either mandatory or optional conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting
for Convertible Debt and Debt issued with Stock Purchase Warrants. Additionally,
FSP APB 14-1 specifies that issuers of such instruments should separately
account for the liability and equity components in a manner that will reflect
the entity’s nonconvertible debt borrowing rate when interest cost is recognized
in subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter
of fiscal 2010, and this standard must be applied on a retrospective basis.
We are evaluating the impact the adoption of FSP APB 14-1  will have on our
consolidated financial position and results of
operations.
  In May
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
162, The Hierarchy of Generally Accepted Accounting Principles. This standard is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with generally accepted
accounting principles in the United States for non-governmental entities. SFAS
No. 162 is effective 60 days following approval by the U.S. Securities and
Exchange Commission (“SEC”) of the Public Company Accounting Oversight Board’s
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. We do not expect SFAS No. 162 to have
a material impact on the preparation of our consolidated financial
statements.
  In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 , which requires additional disclosures
about the objectives of the derivative instruments and hedging activities, the
method of accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective for the Company beginning January 1,
2009.  Management believes that, for the foreseeable future, this
Statement will have no impact on the financial statements of the Company once
adopted.
  Management
does not believe that any recently issued, but not effective accounting
pronouncements if currently adopted would have a material effect on the
accompanying consolidated financial statements.
  2.           Going
Concern
  The
Company has incurred operating losses since inception. The Company currently has
no material assets and has been inactive since December 2001. The Company has
insufficient cash to maintain commercially reasonable operations. In addition,
the Company has no product to sell and has no revenue. After giving effect to
the Company’s sale of a total of $160,000 of Senior Convertible Notes (see Note
3.), the Company’s cash and cash equivalent balance is still insufficient to
satisfy its cash flow requirements on an operating basis for more than twelve
months. The Company may seek to sell additional equity or debt securities in the
future; however, there can be no assurance that the Company would be successful
in raising sufficient additional funds. The sale of additional equity or debt
securities would result in additional dilution to the Company’s
stockholders’.
  3.           Senior
Convertible Notes Payable
  On June
28, 2007, the Company sold $100,000 of Senior Convertible Notes (the “2007
Notes”) to stockholders of the Company. The 2007 Note bears interest at 8% and
was originally due on June 28, 2008. The 2007 Notes are convertible at the
option of the holders into 33,333,333 shares of the Company’s common stock. The
proceeds of the 2007 Notes were used primarily to pay legal and professional
fees to regain reporting status with the Securities and Exchange Commission. The
Company also issued common stock purchase warrants exercisable for 10 years into
50,000,000 shares of the Company’s common stock at an exercise price of $.003
per share.
  On June
17, 2008, the Company issued a total of 3,007,316 shares of common stock to
holders of the 2007 notes in payment of $9,022 in interest that had accrued
through such date. In addition, the Company entered into an amendment to the
2007 notes extending the expiration date thereof to May 19, 2009.
  6
  The fair
value of the warrants and the beneficial conversion feature was $35,484 using
the Black-Scholes option-pricing model with the following assumptions; no
dividends; risk-free interest rate of 5%; an expected life of five years and
volatility of 75%. Accordingly, the fair value of the amount allocated to the
beneficial conversion feature is being amortized over the life of the Note
(originally one year) and is reported as interest. Amortization of $0 and $9,225
was included as interest expense for the three months ended March 31, 2009 and
2008, respectively.
  On May
19, 2008, the Company sold $60,000 of Senior Convertible Notes (the “2008
Notes”) to stockholders and certain Board members of the Company. The 2008 Notes
bears interest at 8% and are due on May 19, 2009. The 2008 Notes are convertible
at the option of the holders into 20,000,000 shares of the Company’s common
stock. The proceeds of the 2008 Notes are being used primarily to pay legal and
professional fees to remain in reporting status with the Securities and Exchange
Commission. The Company also issued common stock purchase warrants exercisable
for 10 years into 30,000,000 shares of the Company’s common stock at an exercise
price of $.003 per share.
  The fair
value of the warrants and the beneficial conversion feature was $60,000 using
the Black-Scholes option-pricing model with the following assumptions; no
dividends; risk-free interest rate of 5%; an expected life of five years and
volatility of 75%. Accordingly, the fair value of the amount allocated to the
beneficial conversion feature will be amortized over the life of the 2008 notes
(one year) and will be reported as interest. Amortization of $15,000 was
included as interest expense for the three months ended March 31,
2009.
  4.           Description
of Securities
  Increase
in Authorized Capital Stock
 On March
14, 2008, the Company increased the authorized capital stock, specifically the
common stock, par value $0.003, by 50,000,000 shares to 150,000,000 authorized
shares of common stock. On May 16, 2008, the Company further increased the
authorized capital stock, specifically the common stock, par value $0.003, by
100,000,000 shares to 250,000,000 authorized shares of common stock. The
Company’s authorized preferred stock continues to be 4,000,000
shares.
  As of
December 31, 2008, there are 42,861,328 issued and outstanding shares of Common
Stock and 4,000,000 shares of preferred stock, par value $0.001 per share, of
which none have been designated or issued. The following summarizes the
important provisions of the Company’s capital stock.
  Common
Stock
 The
holders of shares of common stock are entitled to one vote for each share held
of record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted can elect all of the directors then
being elected. The holders of common stock are entitled to receive dividends
when, as and if declared by the board of directors out of funds legally
available thereof. In the event of liquidation, dissolution or winding up of the
Company, the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the common stock. Holders of shares of common stock, as such, have no
redemption, preemptive or other subscription rights, and there are no conversion
provisions applicable to the common stock. All of the outstanding shares of
common stock are fully paid and non-assessable.
  7
  Preferred
Stock
 The
Company’s authorized shares of Preferred Stock may be issued in one or more
series, and the board of directors is authorized, without further action by the
stockholders, to designate the rights, preferences, limitations and restrictions
of and upon shares of each series, including dividend, voting, redemption and
conversion rights. The board of directors also may designate par value,
preferences in liquidation and the number of shares constituting any series. The
Company believes that the availability of Preferred Stock issuable in series
will provide increased flexibility for structuring possible future financings
and acquisitions, if any, and in meeting other corporate needs. It is not
possible to state the actual effect of the authorization and issuance of any
series of Preferred Stock upon the rights of holders of common stock until the
Board of Directors determines the specific terms, rights and preferences of a
series of Preferred Stock. However, such effects might include, among other
things, restricting dividends on the common stock, diluting the voting power of
the common stock, or impairing liquidation rights of such shares without further
action by holders of the common stock. In addition, under various circumstances,
the issuance of Preferred Stock may have the effect of facilitating, as well as
impeding or discouraging, a merger, tender offer, proxy contest, the assumption
of control by a holder of a large block of the Company’s securities or the
removal of incumbent management. Issuance of Preferred Stock could also
adversely affect the market price of the common stock. The Company has no
present plan to issue any shares of Preferred Stock.
  
 8
 ITEM 2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
  Forward
Looking Statements
  All
statements other than statements of historical fact included in this report
including, without limitation, statements under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” regarding our
financial position, business strategy and the plans and objectives of management
for future operation, are “forward looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934.  When used in this report, words such as
“anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar
expressions, as they relate to us or our management, identify forward looking
statements.  Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently
available to, our management.  Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the Securities and Exchange Commission (the
“SEC”).  All subsequent written or oral forward looking statements
attributable to us or persons acting on our behalf are qualified in their
entirety by this paragraph.
  Overview
  The
Company intends to seek to acquire assets or capital stock of an entity engaged
in a business that generates, or has the potential of generating revenues, in
exchange for securities of the Company (which we refer to as a “Business
Combination”).
  The
Company intends to remain a shell company until a Business Combination is
consummated, and it is anticipated that during that time frame the Company’s
cash requirements will be minimal.  We believe that we will need
additional financing to pay accounting and professional fees and other expenses
to fulfill our reporting obligations under the Exchange Act until we commence
business operations.  Our failure to secure additional financing could
have a material adverse affect on our ability to pay the accounting and other
fees required in order to continue to fulfill our reporting obligations and
pursue our business plan.
  The
Company intends to seek to carry out its business plan as discussed
herein.  In order to do so, the Company needs to pay ongoing expenses,
including particularly legal and accounting fees incurred in conjunction with
future compliance with its on-going reporting obligations under the Exchange
Act.  The Company has limited capital with which to pay these
anticipated expenses, and there is substantial doubt about the Company’s ability
to continue as a going concern.  We believe that we may need
additional funds to pay accounting and professional fees and other expenses to
fulfill our reporting obligations under the Exchange Act until we commence
business operations.
  The
Company has no employees and does not expect to hire any prior to effecting a
Business Combination.  The Company’s President has agreed to allocate
a portion of his time to the activities of the Company, without
compensation.  The President anticipates that the business plan of the
Company can be implemented by his devoting a portion of his available time to
the business affairs of the Company.
  Plan
of Operation
 
 The
Company has not realized any revenues from operations, and its plan of operation
for the next twelve months shall be to continue its efforts to locate suitable
acquisition candidates. The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve months.
It is not anticipated at present that it will experience any change in its
current number of employees until such time as it may consummate a business
combination.
  9
 
 Liquidity
and Capital Resources
  On June
28, 2007, the Company issued a one-year convertible note in the face amount of
$100,000 with an interest rate of 8%.  The note is convertible into
33,333,333 share of our common stock.  In connection with the issuance
of the note, the Company issued warrants to purchase 50,000,000 shares of common
stock.
  On May
19, 2008, the Company issued one-year convertible notes in the face amount of
$60,000 with an interest rate of 8%.  The notes are convertible into
an aggregate of 20,000,000 shares of our common stock.  In connection
with the issuance of these notes, the Company issued warrants to purchase
30,000,000 shares of common stock.
  Critical
Accounting Policies
  The
Company’s significant accounting policies are more fully described in Note 1 to
the financial statements.  However, certain accounting policies are
particularly important to the portrayal of financial position and results of
operations and require the application of significant judgments by
management.  As a result, the condensed financial statements are
subject to an inherent degree of uncertainty.  In applying those
policies, management used its judgment to determine the appropriate assumptions
to be used in determination of certain estimates.  These estimates are
based on the Company’s historical experience, terms of existing contracts,
observance of trends in the industry and information available from outside
sources, as appropriate.
  ITEM 3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  Not
applicable, as the Company is a smaller reporting company
  ITEM 4.
              CONTROLS
      AND PROCEDURES
  Evaluation
of Disclosure Controls And Procedures
  The
Company carried out an evaluation, under the supervision and with the
participation of the Company’s President and Chief Financial Officer, of the
effectiveness of the design and operation of the Company’s disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-15(e) and 15d-15(e)
as of the end of the period covered by this report. Based upon that evaluation,
the President and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company’s periodic
reports.
  Management’s
Annual Report on Internal Control Over Financial Reporting
  The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Securities
Exchange Act Rule 13a-15(f). Management’s assessment included an evaluation of
the design of the Company’s internal control over financial reporting and
testing of the operational effectiveness of its internal control over financial
reporting. There are inherent limitations in the effectiveness of any internal
control, including the possibility of human error and the circumvention or
overriding of controls. Accordingly, even effective internal controls over
financial reporting can provide only reasonable assurance with respect to
financial statement preparation. Further, because of changes in conditions, the
effectiveness of internal control may vary over time. Based on the evaluation
under the framework in “Internal Control—Integrated Framework,” the Company’s
management concluded that the Company’s internal control over financial
reporting was effective at the reasonable assurance level as of March 31,
2009.
  Changes
in Internal Control Over Financial Reporting
  The
Company has made no significant changes in its internal controls over financial
reporting, or in other factors that could significantly affect these controls
during the three months ended December 31, 2008 that have materially affected or
are reasonably likely to materially affect the Company’s internal control over
financial reporting.
  10
  PART
II.  OTHER INFORMATION
  ITEM 1A.
              RISK
      FACTORS
  Factors
that could cause our actual results to differ materially from those in this
report are any of the risks described in our Form 10-K filed for the fiscal year
ended December 31, 2008.  Any of these factors could result in
significant or material adverse effect on our results of operations or financial
condition.  Additional risk factors not presently known to us or that
we currently deem immaterial may also impair our business or results of
operations.
  As of
March 31, 2009, there have been no material changes to the risk factors
disclosed in the Form 10-K, except we may disclose changes to such factors or
disclose additional factors from time to time in our future filings with the
SEC.
  ITEM 6.
              EXHIBITS
  An index
of exhibits filed as part of this Report is on page
13.
  11
  SIGNATURE
  Pursuant
to the requirements 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.
  Dated:  May
      20, 2009
              QueryObject
      Systems CorporationBy:
              /s/
      Daniel PessName:
              Daniel
      PessTitle:
              President
  12
  EXHIBIT INDEX
  Exhibit Number
                    Description31.1
                    Certification
      of Principal Executive, Principal Financial and Principal Accounting
      Officer, pursuant to Rule 13a -14 and 15d-14 of the Securities Exchange
      Act of 1934.32.1
                    Certification
      Principal Executive, Principal Financial and Principal Accounting Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002
  13