UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended December 31, 2008





OR





 ̈
            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 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
                Park
      Avenue Tower, 65 East 55th
      Street, Third Floor
                New
      York, New York 10022(Address
      of principal executive
      offices)                                                                           (Zip
      Code)Registrant’s
      telephone number, including area code (212)
  451-2300





Securities
      registered under Section 12(b) of the Act: NoneSecurities
      registered under Section 12(g) of the Act:
                Common
      Stock, $0.003 par value(Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes  ̈   No
ý





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes  ̈   No
ý





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 ý   No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) 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 this Form 10-K. x










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
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  ̈
                Smaller
      reporting company ý


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





The
aggregate market value of the issuer’s common equity held by non-affiliates, as
of June 30, 2008 was $514,336, based on the closing price of the common stock on
the Pink Sheets of $0.012 per share.





As of
April 13, 2009, there were 42,861,328 shares of the issuer’s common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





The
information required by Items 10 to 14 of Part III will be incorporated by
reference to certain portions of a definitive proxy statement, which is expected
to be filed by the Registrant within 120 days after the close of its fiscal
year.








INDEX




PART IItem 1.
              Business.
              1Item 1A.
              Risk Factors.
              4Item 1B.
              Unresolved Staff Comments.
              9Item 2.
              Properties.
              9Item 3.
              Legal Proceedings.
              9Item 4.
              Submission of Matters to a Vote of Security
      Holders.
              9PART IIItem 5.
              Market Price of and Dividends on the Registrant’s Common
      Equity and Related Stockholder Matters.
              9Item 6.
              Selected Financial Data.
              10Item 7.
              Management’s Discussion and Analysis and Results of
      Operations.
              10Item 7A.
              Quantitative and Qualitative Disclosures About Market
      Risk.
              12Item 8.
              Financial Statements and Supplementary
    Data.
              12Item 9.
              Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.
              12Item 9A(T).
              Controls and Procedures.
              12Item 9B.
              Other Information.
              13PART IIIItem 10.
              Directors, Executive Officers and Corporate
      Governance.
              13Item 11.
              Executive Compensation.
              13Item 12.
              Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters.
              13Item 13.
              Certain Relationships, Related Transactions And Director
      Independence.
              13Item 14.
              Principal Accountant Fees And Services.
              13PART IVItem 15.
              Exhibits and Financial Statement
    Schedules.
              13




i
 INDEX




PART I




Item 1.
            Business.




Some of
the statements contained in this Form 10-K of QueryObject Systems Corporation
(hereinafter the “Company”, “We” or the “Registrant”) discuss future
expectations, contain projections of our plan of operation or financial
condition or state other forward-looking information.  Forward-looking
statements are generally identified by the words such as “anticipate”, “plan”,
“believe”, “expect”, “estimate”, and the like. Forward-looking statements
involve future risks and uncertainties, and there are factors that could cause
actual results or plans to differ materially from those expressed or implied.
These statements are subject to known and unknown risks, uncertainties, and
other factors that could cause the actual results to differ materially from
those contemplated by the statements. The forward-looking information is based
on various factors and is derived using numerous assumptions. A reader, whether
investing in the Company’s securities or not, should not place undue reliance on
these forward-looking statements, which apply only as of the date of this
Registration Statement. Important factors that may cause actual results to
differ from projections include, for example:
  ·
                the
      success or failure of management’s efforts to implement the Company’s plan
      of operation;
  ·
                the
      ability of the Company to fund its operating
  expenses;
  ·
                the
      ability of the Company to compete with other companies that have a similar
      plan of operation;
  ·
                the
      effect of changing economic conditions impacting our plan of
      operation;
  ·
                the
      ability of the Company to meet the other risks that may be described in
      future filings with the Securities and Exchange
  Commission.
  General
Background of the Registrant
  We were
incorporated in Delaware in 1997 and are the successor by merger to CrossZ
International, Inc., a California corporation, incorporated in 1989. In May
1998, the name of the Company was changed from CrossZ Software Corporation to
QueryObject Systems Corporation to reflect the change in the Company’s focus to
the sale and support of its proprietary products thereby enabling customers to
do their own analysis. Unless otherwise indicated, references to the Company
also include its predecessor.
  On
December 12, 2001, the Company entered into an agreement to sell substantially
all of its assets, including its name, to an unaffiliated third party (the
“Sale”). The purchase price was $900,000 in cash and the forgiveness of $271,404
of accounts receivable due from the purchaser. The Sale was contingent upon
receiving stockholder approval, which was received on March 13, 2002. As a
result, effective December 12, 2001, the Company ceased operations, maintaining
a small group of employees to facilitate the transition of the Company. The
Company currently has no material assets and has been inactive since December
2001. On October 30, 2007, the Company revived its existence in the State of
Delaware, its charter having been revoked on March 1, 2004 for failure to pay
its franchise tax.
  Prior to
discontinuing its operations, the Company developed and marketed proprietary
business intelligence software solutions that enabled business managers to
leverage existing corporate data in making strategic decisions. The Company
developed its software products in response to the growing recognition of the
strategic value of analyzing increasing volumes of data for transaction
intensive industries, such as telecommunications, healthcare, insurance,
financial services and retail. The Company believed its QueryObject System to be
a highly scalable and efficient solution for providing business intelligence
applications and users with all the relevant information from corporate data.
QueryObject System was designed as a powerful OLAP (On-Line Analytical
Processing) data mart solution that transformed mainframe size databases into
highly compact and portable mathematical representations that fit onto standard
PC laptops. In March 1999, the Company formed internetQueryObject Corporation
(“IQO”), which sold application services and subsequently sold shares, warrants
and options of IQO to affiliated and unaffiliated third parties. IQO had
developed the CustomerView application, a turnkey analytical application for the
retail industry. On September 4, 2001, the Company and IQO commenced an exchange
offer whereby certain shares, warrants and options of IQO were exchanged for
13,436,799 shares of the Company’s common stock. On March 1, 2002, the state of
Delaware revoked IQO’s charter for failure to pay franchise taxes. The Company,
which is the former majority stockholder of IQO, does not intend to file a
Certificate of Revival in the State of Delaware to revive IQO. Before winding
down its operations, the Company realized limited sales of its
products.
  1
 INDEX
  The
executive office of the Company is located at c/o Olshan Grundman Frome
Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, Third
Floor, New York, New York 10022. Its telephone number is 212-451-2300. The
Company’s sole officer is Daniel Pess and its directors are Messrs. Pess, Isaac
Kier and Paul Sonkin.
  Until the
fourth quarter of 2001, the common stock of the Company was traded under the
symbol QUOB on the American Stock Exchange. Since such time, the Company’s
common stock has been subject to quotation on the pink sheets under the trading
symbol QOBJ. There can be no assurance that there will be an active trading
market for our securities following the effective date of this Registration
Statement. In the event that an active trading market commences, there can be no
assurance as to the market price of our shares of common stock, whether any
trading market will provide liquidity to investors, or whether any trading
market will be sustained.
  New
Business Objectives of the Company
  In its
present state, the Company may be referred to as a shell corporation and once it
becomes current in its filings with the SEC, a reporting shell corporation.
Shell corporations have zero or nominal assets and typically no material stated
or contingent liabilities. Private companies wishing to become publicly traded
may wish to merge with a shell (a reverse merger) whereby the stockholders of
the private company become the majority of the stockholders of the combined
company. The private company may purchase for cash all or a portion of the
common shares of the shell corporation from its major stockholders. Typically,
the directors and officers of the private company become the new directors and
officers of the combined company and often the name of the private company
becomes the name of the combined company.
  The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. Management is
determined to direct its efforts to locate and consummate a merger or
acquisition with such a private entity (a “Business Combination”). The Company
does not intend to limit itself to a particular industry and has not established
any particular criteria upon which it will consider and proceed with a possible
Business Combination.
  Management
believes that various types of potential merger or acquisition candidates might
find a Business Combination with the Company to be attractive. These include
acquisition candidates desiring to eventually create a more liquid market for
their shares, acquisition candidates that have long-term plans for raising
capital through public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates that plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates who have a need for an immediate cash
infusion are not likely to find a potential Business Combination with the
Company to be an attractive alternative. Nevertheless, the Company has not
conducted market research and is not aware of statistical data that would
support the perceived benefits of a merger or acquisition transaction for the
owners of an acquisition candidate.
  Prior to
making a decision to participate in a Business Combination, the Company will
generally request as much relevant information as possible regarding the
acquisition candidate, including, but not limited to, such items as a
description of products, services and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks, or service marks, or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between such company and its affiliates during the relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; and audited financial statements, or if they are not available at
that time, unaudited financial statements, together with reasonable assurance
that audited financial statements could be produced within the required period
of time.
  2
 INDEX
  In
evaluating a prospective Business Combination, we would consider, among other
factors, the following: (i) costs associated with pursuing the Business
Combination; (ii) growth potential of the business to be acquired, (iii)
experiences, skills and availability of additional personnel necessary to
operate such business; (iv) necessary capital requirements of such business; (v)
the competitive position of such business; (vi) the stage of business
development of such business; (vii) the market acceptance of the potential
products and services of such business; (viii) proprietary features and
intellectual property of such business; and (ix) the regulatory environment that
may be applicable to such business. The foregoing criteria are not intended to
be exhaustive and there may be other criteria that management may deem
relevant.
  The
Company is unable to predict when, if ever, it may find a possible acquisition
candidate. We expect, however, that the analysis of specific proposals and the
selection of a potential transaction may take several months or more. There can
also be no assurance that the Company will be able to successfully pursue an
acquisition candidate. In that event, there is a substantial risk to the Company
that failure to complete a Business Combination will force management to cease
operations and liquidate the Company.
  Management
intends to devote such time as it deems necessary to carry out the Company’s
affairs. The exact length of time required for the pursuit of a Business
Combination is uncertain. No assurance can be made that we will be successful in
our efforts. We cannot project the amount of time that our management will
actually devote to the Company’s plan of operation.
  Search
for a Business Combination
  The
Company’s search will be directed toward small and medium-sized enterprises that
have a desire to enhance the liquidity of their shares. The Company does not
propose to restrict its search for a Business Combination to any particular
geographical area or industry, and may, therefore, engage in essentially any
business, to the extent of its limited resources. This includes industries such
as service, manufacturing, high technology, biotechnology, product development,
medical, communications and others. The Company’s discretion in the selection of
a Business Combination is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding a desirable Business Combination,
and no assurance can be given that any acquisition that does occur will be on
terms that are favorable to the Company or its stockholders.
  Our
management is not required to commit its full time to our affairs. As a result,
pursuing a Business Combination may require a greater period of time than if our
management were to devote its full time to our affairs. Management is not
precluded from serving as officers or directors of any other entity that is
engaged in business activities similar to those of the Company. In the future,
management may become associated or affiliated with entities engaged in business
activities similar to those we intend to conduct. In such event, management may
have conflicts of interest in determining to which entity a particular Business
Combination should be presented. Mr. Kier, a director, currently serves as a
director and/or officer of one other such company. In general, officers and
directors of a Delaware corporation are required to present certain business
opportunities to such corporation. In cases where our management has multiple
business affiliations, they may have similar legal obligations to present
certain business opportunities to multiple entities. If several business
opportunities or operating entities approach management with respect to a
Business Combination, management will consider a number of factors, including
preferences of the management of the operating company and availability of
resources of the acquiring company. However, management will act in what it
believes will be in the best interests of the stockholders of the Registrant and
other respective public companies.
  The
Company intends to conduct its activities so as to avoid being classified as an
“Investment Company” under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act of 1940 and the regulations promulgated
thereunder.
  3
 INDEX
  We
are a Blank Check Company
  At
present, the Company has no sources of revenue and has no specific business plan
or purpose. The Company’s business plan is to seek a Business Combination. As a
result, the Company is a “blank check” or “shell” company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of shell
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company’s securities
or undertake any offering of the Company’s securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
and closed on a suitable Business Combination.
  The
Company’s common stock is a “penny stock,” as defined in Rule 3a51-1 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer’s account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser’s written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the Company’s common stock is subject to the penny
stock rules, the level of trading activity could be limited and it may be
difficult for investors to sell our common stock.
  Item1A.
                Risk
      Factors.
  The
Company is subject to numerous risk factors, including the
following:
  We
are dependent on the services of certain key personnel.
  The
Company is dependent upon the continued services of its officers and directors.
To the extent that their services become unavailable, the Company will be
required to obtain other qualified personnel and there can be no assurance that
it will be able to recruit and hire qualified persons upon acceptable
terms.
  We
have limited financial and personnel resources with which to achieve our
intended business objectives and our independent auditor’s report for the fiscal
year ended December 31, 2008 contains a going concern
qualification.
  At
present, we have no business operations and our business activities are limited
to seeking a Business Combination. Due to our limited financial and personnel
resources, there is only a limited basis upon which to evaluate our prospects
for achieving our intended business objectives. Although on June 28, 2007, and
on May 19, 2008, we sold $100,000 and $60,000 of convertible notes,
respectively, we have only limited resources and have no current source of
operating income, revenues or cash flow from operations. There is no guaranty
there are enough funds for us to continue our corporate existence and our
business objective to seek a Business Combination, as well as funding the costs,
including professional accounting fees and expenses related to continuing to be
a reporting company under the Exchange Act, and there is no assurance that we
will be able to locate any additional needed funds. In addition, we will not
generate any revenues at least until, and we will only potentially generate
revenues if, we enter into a new business, of which there can be no assurance.
The independent accountant’s report for the year ended December 31, 2008 states
that our losses from operations and our working capital deficiency raise
substantial doubt about our ability to continue as a going concern.
  We
will be required to seek additional financing.
  We have
no revenues and are dependent upon the aggregate of $160,000 received by us
through the issuances of convertible notes on June 28, 2007, and May 19, 2008,
to fund our costs associated with our reporting obligations under the Exchange
Act, and other administrative costs associated with our corporate existence. The
Company has incurred and expects to continue to incur costs for general and
administrative expenses, including accounting fees, reinstatement fees, and
other professional fees related to the preparation and filing of this
Registration Statement under the Exchange Act. We do not expect to generate any
revenues until, and we will only potentially generate revenues if, we enter into
a new business. We believe that we may 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. The
sale of additional equity or convertible debt securities could result in
additional dilution to the stockholders. In addition, 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. We do not have any
arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement would be
available at all or on terms acceptable to us.
  4
 INDEX
  Our
management will have broad discretion in connection with the selection of a
Business Combination.
  Any
person who invests in our securities will do so without an opportunity to
evaluate the specific merits or risks of any potential Business Combination in
which we may engage. As a result, investors will be entirely dependent on the
broad discretion and judgment of management in connection with the selection of
a Business Combination. There can be no assurance that determinations made by
our management will permit us to achieve our business objectives.
  Since
we have not yet selected a particular industry or any target business with which
to complete our Business Combination, stockholders will be unable to ascertain
the merits or risks of the industry or business in which we may ultimately
operate.
  There is
no basis for stockholders to evaluate the possible merits or risks of potential
Business Combinations or the particular industry in which we may ultimately
operate. To the extent that we effect a Business Combination with a financially
unstable entity or an entity that is in its early stage of development or
growth, including entities without established records of revenues or income, we
will become subject to numerous risks inherent in the business and operations of
such entity. In addition, to the extent that we effect a Business Combination
with an entity in an industry characterized by a high degree of risk, we will
become subject to the currently unascertainable risks of that industry. A high
level of risk frequently characterizes certain industries that experience rapid
growth. Although management will endeavor to evaluate the risks inherent in a
particular new prospective business or industry, there can be no assurance that
we will properly ascertain or assess all such risks or that subsequent events
may not alter the risks that we perceive at the time of the consummation of a
Business Combination.
  We
currently do not have any agreements nor any minimum requirements for a Business
Combination.
  The
Company has no current arrangement, agreement or understanding with respect to
engaging in a Business Combination with a specific entity. There can be no
assurance that the Company will be successful in identifying and evaluating or
in concluding a Business Combination. No particular industry or specific
business within an industry has been selected for a target company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria that it will require a target
company to have achieved, or without which the Company would not consider a
Business Combination with such business entity. Accordingly, the Company may
enter into a Business Combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There can
be no assurance that the Company will be able to negotiate a Business
Combination on terms favorable to the Company. In addition, there can be no
assurance that a Business Combination will benefit stockholders or prove to be
more favorable to stockholders than any other investment that may be made by
stockholders and investors.
  We
may have only limited ability to evaluate the management of the target
business.
  We may
have only limited ability to evaluate the management of the target business.
Although we intend to closely scrutinize the management of a prospective target
business in connection with evaluating the desirability of effecting a Business
Combination, we cannot assure you that our assessment of management will prove
to be correct. These individuals may be unfamiliar with the requirements of
operating a public company and the securities laws, which could increase the
time and resources we must expend to assist them in becoming familiar with the
complex disclosure and financial reporting requirements imposed on U.S. public
companies, including the requirement to maintain an effective system of internal
controls. This could be expensive and time-consuming and could lead to various
regulatory issues that may adversely affect the price of our stock.
  5
 INDEX
  Reporting
requirements may delay or preclude the consummation of a Business
Combination.
  Pursuant
to the requirements of Section 13 of the Exchange Act, the Company is required
to provide certain information about significant acquisitions including audited
financial statements of the acquired company. These audited financial statements
must be furnished within 4 days following the effective date of a Business
Combination. Obtaining audited financial statements are the economic
responsibility of the target company. The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.
  We will
be required to comply with the internal control requirements of the
Sarbanes-Oxley Act of 2002 for the fiscal year ending December 31, 2009. A
target company may not be in compliance with the provisions of the
Sarbanes-Oxley Act regarding adequacy of its internal control over financial
reporting. The development of the internal controls of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs
necessary to complete and transition any such acquisition.
  There
Is No Active Market for Our Common Stock and None May Develop or Be
Sustained
  There is
currently no substantial active trading market in our common stock. Current
trading is limited. There can be no assurance that there will be an active
trading market for our securities following commencement of a new business. In
the event that an active trading market commences, there can be no assurance as
to the market price of our shares of common stock, whether any trading market
will provide liquidity to investors, or whether any trading market will be
sustained.
  Our
principal stockholders have significant voting power and may vote their shares
in a manner that is not in the best interest of other stockholders.
  Our
principal stockholders control over 50% of the voting power represented by our
outstanding shares of Common Stock and if these stockholders act together, they
will be able to exert significant control over our management and affairs
requiring stockholder approval, including approval of a Business Combination.
This concentration of ownership may have the effect of delaying or preventing a
change in control and might adversely affect the market price of our common
stock. This concentration of ownership may not be in the best interests of all
our stockholders.
  Our
officers and directors will allocate some portion of their time to other
businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs.
  Our
management is not required to commit its full time to our affairs. As a result,
pursuing Business Combinations may require a greater period of time than if it
would devote its full time to our affairs. Management is not precluded from
serving as officers or directors of any other entity that is engaged in business
activities similar to those of the Company. In the future, management may become
associated or affiliated with entities engaged in business activities similar to
those we intend to conduct. In such event, management may have conflicts of
interest in determining to which entity a particular Business Combination should
be presented. Mr. Kier, a director, currently serves as a director and/or
officer of one other such company. In general, officers and directors of a
Delaware corporation are required to present certain business opportunities to
such corporation. In cases where our management has multiple business
affiliations, they may have similar legal obligations to present certain
business opportunities to multiple entities. If several business opportunities
or operating entities approach management with respect to a Business
Combination, management will consider a number of factors, including preferences
of the management of the operating company and availability of resources of the
acquiring company. However, management will act in what it believes will be in
the best interests of the stockholders of the Registrant and other respective
public companies.
  6
 INDEX
  Because
of significant competition for business combination opportunities, including
numerous companies with a business plan similar to ours, it may be more
difficult for us to complete a Business Combination.
  In
identifying, evaluating and selecting a target business for our potential
Business Combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other blank check
companies and operating businesses seeking acquisitions. Many of these entities
may be well established and may have extensive experience in identifying
prospective business combinations. Many of these competitors may possess greater
financial, technical, human and other resources than we do and there can be no
assurance that we will have the ability to compete successfully. While we
believe there are numerous potential target businesses with which we could enter
into a Business Combination with, our ability to acquire larger target
businesses will be limited by our available financial resources.
  There
may be state blue-sky law restrictions upon the ability of investors to resell
our securities.
  The
holders of our shares of common stock and those persons who desire to purchase
them in any trading market that might develop should be aware that there may be
state blue-sky law restrictions upon the ability of investors to resell our
securities. Accordingly, investors should consider the secondary market for the
Registrant’s securities to be a limited one.
  We
do not expect to pay dividends for the foreseeable future.
  We do not
expect to pay dividends for the foreseeable future because we have no revenues.
The payment of dividends will be contingent upon our future revenues and
earnings, if any, capital requirements and overall financial condition. The
payment of any future dividends will be within the discretion of our board of
directors. It is our expectation that after the consummation of a Business
Combination that future management will determine to retain any earnings for use
in business operations and, accordingly, we do not anticipate declaring any
dividends in the foreseeable future.
  There
may be a change in control and management of the Company in connection with a
Business Combination.
  In
conjunction with completion of a Business Combination, it is anticipated that
the Company will issue an amount of the Company’s authorized but unissued common
stock that represents a majority of the voting power and total capital stock of
the Company, which will, in all likelihood, result in stockholders of a target
company obtaining a controlling interest in the Company. As a condition of the
Business Combination agreement, the current controlling stockholders of the
Company may agree to sell or transfer all or a portion of the Company’s common
stock they own so as to provide the target company with all or majority control.
The resulting change in control of the Company will likely result in removal of
the present officer and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the
Company.
  Conversion
of convertible notes and warrants may result in significant dilution of our
common stock.
  On June
28, 2007 and May 19, 2008, we issued convertible notes with a face amount of
$100,000 and $60,000, respectively, and related warrants. Upon the conversion of
the notes into an aggregate of 53,333,333 shares of common stock or the exercise
of the warrants into an aggregate of 80,000,000 shares of common stock, the per
share trading value of the Company’s common stock may increase or decrease,
perhaps significantly.
  7
 INDEX
  Issuance
of additional shares of common stock in connection with a Business Combination
may result in dilution of our common stock.
  A
Business Combination normally will involve the issuance of a significant number
of additional shares of common stock. Depending upon the value of the assets
acquired in such Business Combination, the per share trading value of the
Company’s common stock may increase or decrease, perhaps
significantly.
  So
long as our common stock is subject to the penny stock rules, the level of
trading activity could be limited and it may be difficult for investors to sell
our common stock.
  Our
securities will be considered a “penny stock” as defined in the Exchange Act and
the rules thereunder, unless the price of our shares of common stock is at least
$5.00. We expect that our share price will be less than $5.00, Unless our common
stock is otherwise excluded from the definition of “penny stock”, the penny
stock rules apply. The penny stock rules require a broker-dealer, prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer’s account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser’s written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as our common stock is subject to the penny stock
rules, the level of trading activity could be limited and it may be difficult
for investors to sell our common stock.
  We
may become subject to regulation under the Investment Company Act.
  In the
event the Company engages in a Business Combination which results in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance
costs.
  It
is possible that our Business Combination may not meet the statutory
requirements of a tax-free reorganization or that the parties may not obtain the
intended tax-free treatment upon a transfer of stock or assets.
  Federal
and state tax consequences will, in all likelihood, be major considerations in
any Business Combination that the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any Business Combination so as to minimize the federal and
state tax consequences to both the Company and the target entity; however, there
can be no assurance that such Business Combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both arties to the transaction.
  If
we locate a suitable target business outside of the United States, we would be
subject to all the inherent risks of doing business in that foreign
country.
  Although
we intend to focus our search on target businesses located within the United
States, we are not limited to this geographical region. It is possible that
prospective target businesses could be introduced to us in this and other areas.
If we locate a suitable target business outside of the United States, we would
be subject to all the inherent risks of doing business in that foreign country.
For instance, many countries have had economic difficulties d political
instability. If we were to complete a Business Combination with a target
business located in another country, our operations and profitability could be
negatively affected by that country’s response to these and other issues. In
addition, we cannot assure you that management of the target business will be
familiar with United States securities laws. If new management is unfamiliar
with our laws, it may have to expend time and resources becoming familiar with
such laws. This could be expensive and time-consuming and could lead to various
regulatory issues which may adversely affect our operations.
  8
 INDEX
  Adverse
changes in economic conditions may adversely affect our plan of
operation.
  The
Registrant’s current and future business plans are dependent, in large part, on
the state of the general economy. Consequently, adverse changes in economic
conditions may adversely affect our plan of operation.
  Item 1B.
                Unresolved
      Staff Comments.
  Not
applicable.
  Item 2.
                Properties.
  The
Company does not own or lease any property.
  Item 3.
                Legal
      Proceedings.
  The
Company’s officers and directors are not aware of any threatened or pending
litigation to which the Company is a party or which any of its property is the
subject and which would have any material, adverse effect on the
Company.
  Item 4.
                Submission
      of Matters to a Vote of Security
Holders.
  Not
applicable.
  PART II
  Item 5.
                Market
      Price of and Dividends on the Registrant’s Common Equity and Related
      Stockholder Matters.
  Market
Price
  The
Company’s common stock is subject to quotation on the pink sheets under the
symbol QOBJ. Until the Fourth Quarter of 2001, the common stock of the Company
was traded under the symbol QUOB on the American Stock Exchange. The following
table shows the high and low bid prices for the Company’s common stock during
the last two completed fiscal years as reported on the pink sheets. These prices
reflect inter-dealer quotations without adjustments for retail markup, markdown
or commission, and do not necessarily represent actual
transactions.
  Price
      of Common Stock ($)High
                    
                    
                    LowFiscal 2007January
      1, 2007 – March 31, 2007
                    
                    
                    0.002175
                    
                    
                    
                    0.002April
      1, 2007 – June 30, 2007
                    
                    
                    0.002
                    
                    
                    
                    0.002July
      1, 2007 – September 30, 2007
                    
                    
                    0.002
                    
                    
                    
                    0.002October
      1, 2007 – December 31, 2007
                    
                    
                    0.0045
                    
                    
                    
                    0.0005Fiscal 2008January
      1, 2008 – March 31, 2008
                    
                    
                    0.002
                    
                    
                    
                    0.0015April
      1, 2008 – June 30, 2008
                    
                    
                    0.015
                    
                    
                    
                    0.005July
      1, 2008 – September 30, 2008
                    
                    
                    0.015
                    
                    
                    
                    0.008October
      1, 2008 – December 31, 2008
                    
                    
                    0.015
                    
                    
                    
                    0.004
 
 9
 INDEX
 Options,
warrants, Etc.
  Other
than Convertible Notes which are convertible into an aggregate of 53,333,333
shares of Common Stock and warrants to purchase an aggregate of 80,000,000
shares of common stock issued in connection with the issuance of $100,000
Convertible Notes and $60,000 Convertible Notes, there are no outstanding
options or any other securities convertible into, the Company’s common stock.
Further, there are no shares of common stock of the Company being, or proposed
to be, publicly offered by the Company.
  Holders
  As of the
date of this registration statement, there are approximately 230 holders of
record of the Company’s common stock. The Company believes that there are in
excess of 800 beneficial owners of the Company’s common stock.
  Dividends
  The
Company has not paid any dividends on its common stock within the past two
fiscal years or during the current fiscal year, and has no plans to do so in the
foreseeable future.
  Equity
Compensation Plan Information
  As of the
date of filing of this Form 10-K, no shares of common stock are issuable by the
Company upon the exercise of options, warrants and rights under any equity
compensation plan.
  Item 6.
                Selected
      Financial Data.
  Not
applicable, as the Company is a smaller reporting company.
  Item 7.
                Management’s
      Discussion and Analysis and Results of
  Operations.
  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. The Company has not identified a
particular acquisition target as of the date of filing of this registration
statement, and has not entered into any negotiations regarding any such
acquisition. None of the Company’s officers, directors, promoters or affiliates
has engaged in any negotiations with any representative of any other company
regarding a Business Combination between the Company and such other company as
of the date of this registration statement.
  The
Company intends to remain a shell company until a merger or acquisition is
consummated, and it is anticipated that during that time frame the Company’s
cash requirements will be minimal. We believe that we may 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 would 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 preparation
and filing of this Registration Statement, and in conjunction with future
compliance with its ongoing 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.
  10
 INDEX
 The
Company’s board of directors intends to provide the Company’s stockholders with
complete disclosure documentation concerning the structure of a proposed
Business Combination prior to consummation.
  Results
of Operations
  The
following discussion and analysis should be read in conjunction with the
Financial Statements and related notes to the Financial Statements, which are
included as part of Item 8 of this Form 10-K.
  Overview
  Prior to
October 2001, the Company operated in two business segments; software sales and
support and application services. Software sales and support included software
sales to third parties on a direct basis or through a business partner, and
included related support in the form of maintenance agreements and consulting.
Application services were provided by the Company’s subsidiary IQO and included
design, implementation and hosting services provided to third parties, in some
cases utilizing the QueryObject technology. While the Company commenced
operations in February 1989, the Company had a limited operating history as a
software product and application services company and had made only limited
sales of both its QueryObject System and application services.
  The
Company experienced a drop-off in sales activities in September 2001 and was not
successful in raising the additional capital necessary to continue operating. As
a result, in October 2001, the Company laid off significantly all of its
employees and began exploring a number of options including the sale of all or
part of its assets.
  Discontinued
Operations
  On
December 12, 2001 the Company entered into an agreement to sell substantially
all of its assets to an unaffiliated third party (the “Sale”). The purchase
price was $900,000 in cash and the forgiveness of $271,404 of accounts
receivable due from the purchaser. The Sale was contingent upon receiving
stockholder approval, which was received on March 13, 2002. As a result,
effective December 12, 2001, the Company ceased operations, maintaining a small
group of employees to facilitate the transition of the Company.
  On the
day of the Sale the Company received the first installment totaling $250,000.
During January 2002 the Company received the second installment on the Sale
totaling $250,000 and received the balance remaining of $400,000 in March 2002
after the stockholders approved the Sale. The Company transferred certain
property and equipment to the purchaser with a net book value of $967,760 and
forgave $271,414 of accounts receivable from the purchaser. As a result, the
Company has sold all its material assets.
  Liquidity
and Capital Resources
  Since
January 1, 2000, the Company received net proceeds of approximately $11,554,000
from various financings and the exercise of options and warrants. The Company
experienced a drop-off in sales activities in September 2001 and was not
successful in raising the additional capital necessary to continue operating. As
a result, in October 2001, the Company laid off significantly all of its
employees and began exploring a number of options including the sale of all or
part of its assets.
  As of
December 31, 2001, the Company had $169,420 in cash and cash equivalents. This
cash was used for the wind-down of the Company’s operations.
  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
shares 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.
  11
 INDEX
  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
  A summary
of significant accounting policies is included in Note 1 of the audited
financial statements included in this Annual Report. Management believes that
the application of these policies on a consistent basis enables us to provide
useful and reliable financial information. Our financial statements and
accompanying notes are prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and expenses. These estimates and assumptions are affected
by management’s application of accounting policies.
 Item7A.
                  Quantitative
      and Qualitative Disclosures About Market
  Risk.
  Not
applicable, as the Company is a smaller reporting company.
  Item8.
                Financial
      Statements and Supplementary Data.
  The
financial statements and supplementary information filed as part of this Item 8
are listed under Item 15, “Exhibits and Financial Statement Schedules,” are
contained in this Form 10-K beginning on page 14.
  Item 9.
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
  Not
applicable.
  Item 9A(T).
                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 December 31,
2008.
  12
 INDEX
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting,
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual
report.
  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.
  Item 9B.
                Other
      Information.
  Not
applicable.
  PART III
  Item10.
                Directors,
      Executive Officers and Corporate
Governance.
  This
information will be contained in the Proxy Statement of the Company for the 2009
Annual Meeting of Stockholders under the caption “Election of Directors” and is
incorporated herein by reference.
  Item11.
                Executive
      Compensation.
  This
information will be contained in the Proxy Statement of the Company for the 2009
Annual Meeting of Stockholders under the caption “Executive Compensation” and is
incorporated herein by reference.
  Item 12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
  This
information will be contained in the Proxy Statement of the Company for the 2009
Annual Meeting of Stockholders under the caption “Security Ownership” and is
incorporated herein by reference.
  Item 13.
                Certain
      Relationships, Related Transactions And Director
    Independence.
  This
information will be contained in the Proxy Statement of the Company for the 2009
Annual Meeting of Stockholders under the caption “Certain Relationships, Related
Transactions and Director Independence” and is incorporated herein by
reference.
  Item 14.
                Principal
      Accountant Fees And Services.
  This
information will be contained in the Proxy Statement of the Company for the 2009
Annual Meeting of Stockholders under the caption “Independent Auditors” and is
incorporated herein by reference.
  PART IV
  Item 15.
                Exhibits
      and Financial Statement
Schedules.
  (a)
                Financial
      Statements for the years ended December 31, 2007 and December 31,
      2008.
   13
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 To
the Stockholders and Board of Directors
 QueryObject
Systems Corporation
 
 We have
audited the accompanying consolidated balance sheets of QueryObject Systems
Corporation as of December 31, 2008 and 2007 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended December 31, 2008 and 2007. 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
audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of QueryObject Systems
Corporation as of December 31, 2008 and 2007 and the results of their operations
and their cash flows for the years ended December 31, 2008 and 2007 in
conformity with U. S. generally accepted accounting principles generally
accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred a net
loss of $164,615. As a result, the current operations are not an adequate source
of cash to fund future operations. These issues among others 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 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  /s/
      Sherb & Co., LLPSherb
      & Co., LLP
  New
York, New York
 April
15, 2009
 14
 INDEX
 QUERYOBJECT
SYSTEMS CORPORATION
 BALANCE
SHEETS
 
 AssetsYear
      Ended December 31,2008
                                                      
                                                      
                                                      2007Current
      AssetsCash
                                                      
                                                      $
                                                      11,009
                                                      
                                                      
                                                      $
                                                      51,066Total
      Assets
                                                      
                                                      $
                                                      11,009
                                                      
                                                      
                                                      $
                                                      51,066Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                                                      
                                                      $
                                                      33,679
                                                      
                                                      
                                                      $
                                                      32,077Convertible
      notes payable, less $35,083 and $18,634 unamortized discount at December
      31, 2008 and 2007, respectively
                                                      
                                                      
                                                      135,300
                                                      
                                                      
                                                      
                                                      81,366Total
      Current Liabilities
                                                      
                                                      
                                                      168,979
                                                      
                                                      
                                                      
                                                      113,443Stockholders'
      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  39,854,012 issued and outstanding
      at December 31, 2008 and 2007, respectively
                                                      
                                                      
                                                      128,584
                                                      
                                                      
                                                      
                                                      119,562Additional
      paid-in-capital
                                                      
                                                      
                                                      59,568,187
                                                      
                                                      
                                                      
                                                      59,508,187Accumulated
      deficit
                                                      
                                                      
                                                      (59,854,741
                                                      )
                                                      
                                                      
                                                      (59,690,126
                                                      )Total
      Stockholders' Deficit
                                                      
                                                      
                                                      (157,970
                                                      )
                                                      
                                                      
                                                      (62,377
                                                      )Total
      Liabilities and Stockholders' Deficit
                                                      
                                                      $
                                                      11,009
                                                      
                                                      
                                                      $
                                                      51,066
 See notes
to financial statements
 
 15
 INDEX
 
 QUERYOBJECT
SYSTEMS CORPORATION
 STATEMENTS
OF OPERATIONS
 
 Year
      ended December 31,2008
                          
                          
                          2007Revenues
                          
                          $
                          -
                          
                          
                          $
                          -Cost
      and ExpensesGeneral
      and administrative
                          
                          
                          100,852
                          
                          
                          
                          60,282Interest
      expense
                          
                          
                          63,763
                          
                          
                          
                          23,077Loss
      before other income
                          
                          
                          164,615
                          
                          
                          
                          83,359Interest
      income
                          
                          
                          -
                          
                          
                          
                          742Net
      loss
                          
                          $
                          (164,615
                          )
                          
                          $
                          (82,617
                          )Net
      Loss per Common Share - Basic and Diluted
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )Weighted
      Average Number of Shares - Basic and Diluted
                          
                          
                          40,867,466
                          
                          
                          
                          39,854,012
   
 See notes
to financial statements
 
 16
 INDEX
 
 
 QUERYOBJECT
SYSTEMS CORPORATION
 STATEMENTS
OF STOCKHOLDERS' DEFICIT
 FROM
JANUARY 1, 2007 TO DECEMBER 31, 2008
 
 Additional
                        
                        
                        
                        
                        
                        TotalCommon
      Stock
                        
                        
                        Paid-in
                        
                        
                        Accumulated
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        DeficitBalance
      at January 1, 2007
                        
                        
                        39,854,012
                        
                        
                        $
                        119,562
                        
                        
                        $
                        59,470,553
                        
                        
                        $
                        (59,607,509
                        )
                        
                        $
                        (17,394
                        )Beneficial
      conversion feature
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        37,634
                        
                        
                        
                        -
                        
                        
                        
                        37,634Net
      Loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (82,617
                        )
                        
                        
                        (82,617
                        )Balance
      at December 31, 2007
                        
                        
                        39,854,012
                        
                        
                        
                        119,562
                        
                        
                        
                        59,508,187
                        
                        
                        
                        (59,690,126
                        )
                        
                        
                        (62,377
                        )Issued
      shares for interest @ $0.003
                        
                        
                        3,007,316
                        
                        
                        
                        9,022
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        9,022Beneficial
      conversion feature
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        60,000
                        
                        
                        
                        -
                        
                        
                        
                        60,000Net
      Loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (164,615
                        )
                        
                        
                        (164,615
                        )Balance
      at December 31, 2008
                        
                        
                        42,861,328
                        
                        
                        $
                        128,584
                        
                        
                        $
                        59,568,187
                        
                        
                        $
                        (59,854,741
                        )
                        
                        $
                        (157,970
                        )
 
 
 
 See notes
to financial statements
 
 17
 INDEX
  QUERYOBJECT
SYSTEMS CORPORATION
 STATEMENTS
OF CASH FLOW
 
 Year
      ended December 31,2008
                              
                              
                              2007CASH
      FLOWS FROM OPERATING ACTIIVITIES:Net
      loss
                              
                              $
                              (164,615
                              )
                              
                              $
                              (82,617
                              )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Shares
      issued for interest
                              
                              
                              9,022
                              
                              
                              
                              -Amortization
      of beneficial conversion feature
                              
                              
                              53,934
                              
                              
                              
                              19,000Change
      in assets and liabilities:Accounts
      payable and accrued expenses
                              
                              
                              1,602
                              
                              
                              
                              14,577NET
      CASH USED IN OPERATING ACTIVITIES
                              
                              
                              (100,057
                              )
                              
                              
                              (49,040
                              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of convertible note
                              
                              
                              60,000
                              
                              
                              
                              100,000NET
      CASH FROM FINANCING ACTIVITIES
                              
                              
                              60,000
                              
                              
                              
                              100,000(DECREASE)
      INCREASE IN CASH
                              
                              
                              (40,057
                              )
                              
                              
                              50,960CASH
      - BEGINNING OF YEAR
                              
                              
                              51,066
                              
                              
                              
                              106CASH
      - END OF YEAR
                              
                              $
                              11,009
                              
                              
                              $
                              51,066SUPPLEMENTAL
      NONCASH FINANCING ACTIVITIES:Beneficial
      conversion feature
                              
                              $
                              60,000
                              
                              
                              $
                              37,634
 
 
 See notes
to financial statements
 
 18
 INDEX
  QueryObject
Systems Corporation
 Notes to
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 operation 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 December 31, 2007, the Company has
outstanding Senior Convertible Notes (see Note 4.) 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.
  19
 INDEX
 QueryObject
Systems Corporation
 Notes to
Financial Statements
 RECENT
ISSUED ACCOUNTING STANDARDS
  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
4.), 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.
  20
 INDEX
  QueryObject
Systems Corporation
 Notes to
Financial Statements
 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.
  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 $18,634 and
$16,850 was included as interest expense for the years ended December 31, 2008
and 2007, 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 $35,300 was
included as interest expense for the year ended December 31,
2008.
  4.           Income
Taxes
  The
Company accounts for income taxes under Statement of Financial Accounting
Standard No. 109, “Accounting for Income Taxes” (“SFAS109”).  This
standard requires recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statements and tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carryforwards.  SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax
assets.
  For the
years ended December 31, 2008 and 2007, the benefit for income taxes differed
from the amounts computed by applying the statutory federal income tax rate of
35% to loss before provision for income taxes.  The reconciliation is
as follows:
  Year
      Ended
                                                  December
      31,2008
                                                
                                                
                                                2007Benefit
      computed at statutory
      rate
                                                
                                                $
                                                58,000
                                                
                                                
                                                $
                                                29,000Permanent
      difference
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (7,000
                                                )Income
      tax benefit not
      utilized
                                                
                                                
                                                (58,000
                                                )
                                                
                                                
                                                (22,000
                                                )Net
      income tax
      benefit
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
  The
Company has net operating loss carryforwards for income tax totaling purposes
approximately $58,650,000 at December 31, 2008 which expire through
2028.  A significant portion of these carryforwards is subject to
annual limitations due to “equity structure shifts” or “owner shifts” involving
“five percent shareholders” (as defined in the Internal Revenue Service Code)
which results in a more than fifty percent change in
ownership.
  21
 INDEX
  QueryObject
Systems Corporation
 Notes to
Financial Statements
  Tax benefit of net operating
      loss carryforward
                                  
                                  $
                                  20,533,000Valuation
      allowance
                                  
                                  
                                  (20,533,000
                                  )Net deferred tax
      asset
                                  
                                  $
                                  -
 5.           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.
  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.
  22
 INDEX
 (b)
                Copies
      of the following documents are filed with this Annual Report on
      Form 10-K as exhibits.
  Exhibit
      Number
                
                Description3.1*
                
                Certificate
      of Incorporation, as amended3.2*
                
                Certificate
      of Amendment, dated March 14, 2008, to Certificate of
      Incorporation3.3*
                
                Certificate
      of Amendment, dated May 16, 2008, to Certificate of
      Incorporation3.4*
                
                By-Laws4.1*
                
                Form
      of Promissory Note, dated June 17, 20074.2*
                
                Form
      of Warrant, dated June 17, 20074.3*
                
                Form
      of Promissory Note, dated May 19, 20084.4*
                
                Form
      of Warrant, dated May 19, 200831.1
                
                Section
      302 Certification of Principal Executive Officer32.1
                
                Section
      906 Certification of Principal Executive
Officer
  *
Previously filed in connection with the Company’s Form 10 and incorporated
herein by reference.
  23
 INDEX
  SIGNATURE
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
  QueryObject
      Systems Corporation(Registrant)Date:
      April 14, 2009
                  By:
                  /s/
      Daniel PessName:
                  Daniel
      PessTitle:
                  President
 
 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 and in the
capacities and on the dates indicated.
  Signature
                            
                            Title
                            Date/s/
      Daniel Pess
                            
                            President
      and Director (Principal Executive Officer and Principal Financial
      Officer)
                            April
      14, 2009Daniel
      Pess/s/
      Isaac Kier
                            
                            Director
                            April
      14, 2009Isaac
      KierDirector
                            April
      14, 2009Paul
      Sonkin
 
 24