U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)
[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

                      For the quarter ended March 31, 2010

[ ] Transition  report under Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

          For the transition period from _____________ to _____________

                        Commission file number 333-144982


                             MASTERBEAT CORPORAITON
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                              26-0252191
(State or other jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

           222 East 31st Street - Main Level, New York, New York 10016
               (Address of Principal Executive Office) (Zip Code)

                                 (212) 532-1813
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

              Securities registered under Section 12(g) of the Act:

                     Common Stock par value $.001 per share

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [ ]

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
definition  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 [X]
(Do not check if a smaller reporting company)

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

State the number of shares of  outstanding  of each of the  issuer's  classes of
common equity, as of the latest  practicable  date:  10,408,815 shares of Common
Stock as of May 14, 2010.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

The  un-audited  quarterly  financial  statements for the period ended March 31,
2010 immediately follow.



                                       2
<PAGE>
                             MASTERBEAT CORPORATION
                                 BALANCE SHEETS
                   As of March 31, 2010 and December 31, 2009

<TABLE>
<CAPTION>
                                                                       (Unaudited)             (Audited)
                                                                         March 31,            December 31,
                                                                           2010                   2009
                                                                       ------------           ------------
<S>                                                                    <C>                    <C>
ASSETS

CURRENT ASSETS
  Cash                                                                 $      6,261           $    157,906
  Accounts receivable, net                                                    4,751                 81,524
  Prepaid expenses                                                           65,000                 25,000
                                                                       ------------           ------------
      Total current assets                                                   76,012                264,430

Fixed assets, net                                                            86,318                 95,848

Intangible asset, net                                                       227,752                237,539

OTHER ASSETS
  Security deposit                                                           15,000                 15,000
                                                                       ------------           ------------

Total Assets                                                           $    405,082           $    612,817
                                                                       ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                             $    230,411           $    256,134
  Short-term notes payable - related party                                  100,000                200,000
                                                                       ------------           ------------
      Total current liabilities                                             330,411                456,134

LONG TERM LIABILTIIES
  Convertible notes payable                                                 280,000                     --
                                                                       ------------           ------------
Total Liabilities                                                           610,411                456,134
                                                                       ------------           ------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock: $.0001 par value; 20,000,000 shares
   authorized; no shares issued or outstanding
  Common stock:  $.0001 par value; 80,000,000 shares
   authorized; 10,408,815 and 10,000,000 shares issued
   and outstanding as of March 31, 2010 and December 31, 2009                 1,041                  1,000
  Subscriptions receivable                                                        0                 75,000
  Additional paid-in capital                                              2,935,818              2,636,342
  Accumulated deficit                                                    (3,142,188)            (2,555,659)
                                                                       ------------           ------------
      Total Stockholders' Equity (Deficit)                                 (205,329)               156,683
                                                                       ------------           ------------

Total Liabilities and Stockholders' Equity (Deficit)                   $    405,082           $    612,817
                                                                       ============           ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                             MASTERBEAT CORPORATION
                      STATEMENTS OF OPERATIONS AND DEFICIT
         For the Three Months Ended March 31, 2010 and 2009 (Unaudited)


                                                 2010                  2009
                                             ------------          ------------

REVENUE                                      $    203,425          $    204,517

COST OF SALES                                     172,600                69,374
                                             ------------          ------------
GROSS PROFIT                                       30,825               135,143
                                             ------------          ------------

OPERATING EXPENSES
  Depreciation and amortization                    19,317                20,402
  General and administrative                      595,403               353,128
                                             ------------          ------------
      Total Operating Expenses                    614,720               373,530
                                             ------------          ------------

Net loss before income taxes                     (583,895)             (238,387)

Income taxes                                       (2,634)                   --
                                             ------------          ------------

Net Loss                                         (586,529)             (238,387)

Accumulated deficit, beginning of period       (2,555,659)              212,597
                                             ------------          ------------

Accumulated deficit, end of period           $ (3,142,188)         $    (25,790)
                                             ============          ============



   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                             MASTERBEAT CORPORATION
                            STATEMENTS OF CASH FLOWS
         For the Three Months Ended March 31, 2010 and 2009 (Unaudited)

<TABLE>
<CAPTION>
                                                                                 2010                 2009
                                                                              ----------           ----------
<S>                                                                           <C>                  <C>
OPERATING ACTIVITIES
  Net loss                                                                    $ (586,529)          $ (238,387)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Amortization and depreciation                                                19,317               20,402
     Bad debt expense                                                              2,967                   --
     Stock issued for services                                                   121,550                   --
  Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable                                   76,773               (6,183)
     Decrease (increase) in prepaid expenses                                     (40,000)                  --
     Increase (decrease) in accounts payable and accrued liabilities             (25,723)             (73,334)
                                                                              ----------           ----------
NET CASH USED BY OPERATING ACTIVITIES                                           (431,645)            (297,502)
                                                                              ----------           ----------
INVESTING ACTIVITIES
  Acquisition of fixed assets                                                         --               (8,814)
                                                                              ----------           ----------
NET CASH USED BY INVESTING ACTIVITIES                                                 --               (8,814)
                                                                              ----------           ----------
FINANCING ACTIVITIES
  Members' contributions                                                              --              327,836
  Proceeds from convertible note payable                                         280,000                   --
                                                                              ----------           ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        280,000              327,836
                                                                              ----------           ----------

NET INCREASE (DECREASE) IN CASH DURING PERIOD                                   (151,645)              21,520

CASH (OVERDRAFT), BEGINNING OF PERIOD                                            157,906              (13,503)
                                                                              ----------           ----------

CASH, END OF PERIOD                                                           $    6,261           $    8,017
                                                                              ==========           ==========
SUPPLEMENTAL DISCLOSURES
  Interest paid                                                               $       --           $       --
                                                                              ==========           ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Masterbeat  Corporation  ("Masterbeat or the "Company") was  incorporated in the
state of Delaware on May 17, 2007 as Green Mountain  Recovery,  Inc. On December
18, 2009,  Masterbeat  entered into a Share  Exchange  Agreement  (the "Exchange
Agreement")  with  Masterbeat,  LLC,  formerly a  California  Limited  Liability
company.  Pursuant to the terms of the Share Exchange Agreement,  the members of
Masterbeat,  LLC agreed to transfer  all of the issued and  outstanding  limited
units in  Masterbeat,  LLC to the  Company in  exchange  for the  issuance of an
aggregate of 8,500,000  shares of the Company's  common stock,  thereby  causing
Masterbeat, LLC to become a wholly-owned subsidiary of the Company.

The stock exchange  transaction has been accounted for as a reverse  acquisition
and recapitalization of Masterbeat Corporation whereby Masterbeat, LLC is deemed
to be the accounting acquirer (legal acquiree) and Masterbeat  Corporation to be
the accounting acquire (legal acquirer). The accompanying consolidated financial
statements  are in  substance  those of  Masterbeat,  LLC with  the  assets  and
liabilities, and revenues and expenses, of Masterbeat Corporation being included
effective from the date of stock exchange transaction. Masterbeat Corporation is
deemed to be a continuation of the business of Masterbeat, LLC. Accordingly, the
accompanying consolidated financial statements include the following:

     (1)  the  balance  sheet  consists  of the  net  assets  of the  accounting
          acquirer at historical cost;
     (2)  the financial position,  results of operations,  and cash flows of the
          acquirer  for all periods  presented  as if the  recapitalization  had
          occurred at the beginning of the earliest period presented.

Immediately following the closing of the Share Exchange Agreement,  the combined
company  changed its name to Masterbeat  Corporation.  The  Masterbeat,  LLC was
dissolved  but  its  business  will  carry  on  through  its  operating   units,
Masterbeat.com, posterprintship.com and circuitticket.com.

Masterbeat.com is an online digital music store specializing in "Hip-Hop", dance
and electronica  music. The website features  hard-to-obtain  remixes from major
record labels as well as music from independent labels worldwide. Masterbeat.com
also  produces  large scale dance events  under its "powered by  Masterbeat.com"
name.  Posterprintshop.com  is a  quick-turnaround  online  printing  store that
provides  photo  enlargement  services  and the  printing of posters,  signs and
banners.   Circuitticket.com  is  a  full  service  ticketing  site  capable  of
sequencing,  tracking,  printing and delivering  high quality ticket stubs for a
wide array of events, parties, festivals, concerts and other gatherings.

                                       6
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010


NOTE 2 - BASIS OF PRESENTATION

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Regulation S-X
as promulgated by the Securities  and Exchange  Commission.  Accordingly,  these
financial  statements  do not include  all  disclosures  required  by  generally
accepted  accounting  principles  in the United  States of America for  complete
financial  statements.  These unaudited interim  financial  statements should be
read in conjunction with the audited financial  statements and the notes thereto
included on Form 10-K for the period ended  December 31, 2009. In the opinion of
management,  the unaudited interim financial statements furnished herein include
all adjustments,  all of which are of a normal recurring nature, necessary for a
fair statement of the results for the interim period  presented.  The results of
the three  months  ended March 31, 2010 are not  necessarily  indicative  of the
results to be expected for the full year ending December 31, 2010.

NOTE 3 - GOING CONCERN

Our  financial  statements  have  been  prepared  on  the  basis  of  accounting
principles  applicable  to a going  concern.  As a result,  they do not  include
adjustments  that would be  necessary  if we were  unable to continue as a going
concern and would  therefore be obligated to realize  assets and  discharge  our
liabilities  other than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company has used cash flows in operations
of $431,645 and $297,502 for the three months ended March 31, 2010 and March 31,
2009. For the three months ended March 31, 2010 and 2009,  the Company  incurred
net losses of $586,529 and $238,387, respectively. This raises substantial doubt
about its ability to continue as a going concern.  The ability of the Company to
continue  as a going  concern is  dependent  on the  Company's  ability to raise
additional  capital and implement its business  plan.  Management  believes that
actions  presently being taken to raise capital will provide the opportunity for
the Company to continue as a going concern.

                                       7
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010


NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUCEMENTS

In June 2009, the Financial  Accounting Standards Board ("FASB") issued guidance
under  Accounting  Standards   Codification  ("ASC")  860  (Prior  authoritative
literature: SFAS No. 166, "Accounting for Transfers of Financial Assets"), which
will require more  information  about  transfer of financial  assets,  including
securitization transactions,  and where entities have continuing exposure to the
risks related to transferred  financial  assets.  It eliminates the concept of a
"qualifying  special-purpose entity", changes the requirements for derecognizing
financial assets and requires additional disclosures. This ASC will be effective
for fiscal years  beginning  after  November 15, 2009.  The adoption of this ASC
effective  January  1,  2010 did not have a  material  impact  on the  Company's
financial statements.

In January 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-06
to amend ASC 820, Fair Value Measurements and Disclosures to improve disclosures
about fair value  measurements.  This ASU provides  amendments  that require new
disclosures regarding transfers in and out of Levels 1 and 2 and with respect to
various activities in Level 3 fair value  measurements.  The new disclosures and
clarifications  of existing  disclosures  are  effective  for interim and annual
reporting  periods  beginning  after  December  15,  2009.  The adoption of this
portion of the ASU effective  January 1, 2010 did not have a material  impact to
the Company's financial  statements.  The disclosures with respect to purchases,
sales, issuances and settlements in the roll forward of activity in Level 3 fair
value  measurements  are effective for fiscal years beginning after December 15,
2010. The Company does not anticipate  that the adoption of these  provisions of
the ASU will have a material effect on the financial statements.

In February 2010,  the FASB issue ASU No.  2010-09 to amend ASC 855,  Subsequent
Events with respect to certain  recognition  and  disclosure  requirements.  The
amendments in this ASU are  effective  upon  issuance.  The adoption of this ASU
effective  the  current  quarter  ended  March 31,  2010 did not have a material
impact on the Company's financial statements.

                                       8
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010


NOTE 5 - COMMON STOCK

On March 23, 2010,  the Company  issued an aggregate of 135,135 shares of common
stock for cash totaling  $75,000 ($0.555 per share) pursuant to the terms of two
Stock Subscription Agreements executed on December 16, 2009.

On March 23, 2010,  the Company issued 93,500 shares of common stock in exchange
for  services  valued at $121,550  ($1.30 per share),  which was expensed in the
current quarter ended March 31, 2010.

On March 23, 2010,  the Company issued 180,180 shares of common stock to convert
$100,000 in principal due under a short-term note payable to a related party.

NOTE 6 - CONVERTIBLE DEBENTURE

On January 1, 2010,  the Company  issued a  convertible  promissory  note in the
amount of $280,000  bearing interest at 14% per year. The principal amount along
with any unpaid  interest is due on August 1, 2011. The principal  amount of the
note is convertible  to the Company's  common stock on the basis of one share of
such stock for each $0.45 in principal  amount.  Interest expense under the note
for the three months ended March 31, 2010 was $9800.

NOTE 7 - SUBSEQUENT EVENT

The Company has evaluated  subsequent  events  through May 6, 2010, the date its
financial  statements  were issued,  and concluded there were no other events or
transactions   occurring  during  this  period  that  required   recognition  or
disclosure in its financial statements.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with, and is
qualified  in its  entirety  by,  our  financial  statements  and notes  related
thereto,  and other more detailed financial  information  appearing elsewhere in
this Quarterly Report on Form 10-Q. Consequently,  you should read the following
discussion  and analysis of our  financial  condition  and results of operations
together  with such  financial  statements  and other  financial  data  included
elsewhere  in this  Quarterly  Report  on  Form  10-Q.  Some of the  information
contained  in this  discussion  and  analysis  or set  forth  elsewhere  in this
Quarterly Report on Form 10-Q,  including  information with respect to our plans
and  strategy for our business  and  includes  forward-looking  statements  that
involve risks and uncertainties. You should review the "Risk Factors" section of
this  Quarterly  Report on Form 10-Q for a discussion of important  factors that
could cause actual results to differ materially from the results described in or
implied by the forward-looking  statements contained in the following discussion
and  analysis.  We  undertake  no  obligation  to update or revise  publicly any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  Further  information  concerning  our business,  including
additional  factors  that could  materially  affect our  financial  results,  is
included herein and in our other filings with the SEC.

OVERVIEW

Masterbeat  Corporation  ("Masterbeat" or the "Company") was incorporated in the
state of Delaware on May 17, 2007 as Green Mountain  Recovery,  Inc. On December
18, 2009, the Company entered into the Exchange  Agreement with Masterbeat,  LLC
and its members.  Pursuant to the terms of the Exchange  Agreement,  the members
agreed to transfer all of the issued and outstanding  limited  liability company
units in  Masterbeat,  LLC to the  Company in  exchange  for the  issuance of an
aggregate of 8,500,000 shares of the  Registrant's  common stock to the members,
thereby  causing  Masterbeat,  LLC  to  become  wholly-owned  subsidiary  of the
Company.  Pursuant to the  provisions of the Share  Exchange,  the principals of
Company cancelled  1,000,000 shares of common stock owned by them and executed a
lock-up  leak-out  agreement  with  respect  to  their  remaining  shares  which
agreement  provides for the release of an aggregate of 100,000  shares per month
commencing 90 days from the closing date. Upon the closing of the Share Exchange
on December 29, 2009,  the Members of  Masterbeat,  LLC  delivered  all of their
membership  interests  in  Masterbeat,  LLC to the  Registrant  in exchange  for
8,500,000 shares of common stock of the Registrant.  The Share Exchange resulted
in  Masterbeat,  LLC,  becoming a  wholly-owned  subsidiary of the Company.  The
transactions contemplated by the Exchange Agreement are being accounted for as a
"reverse  acquisition,"  whereby Masterbeat,  LLC is deemed to be the accounting
acquirer  (legal  acquiree)  and  Masterbeat  Corporation  to be the  accounting
acquiree (legal acquirer).

Immediately following the closing of the Share Exchange Agreement,  the combined
company  changed its name to Masterbeat  Corporation.  The  Masterbeat,  LLC was
dissolved  but  its  business  will  carry  on  through  its  operating   units,
Masterbeat.com, posterprintship.com and circuitticket.com.  Masterbeat.com is an
online  digital music store  specializing  in "Hip-Hop",  dance and  electronica
music. The website features  hard-to-obtain  remixes from major record labels as
well as music from independent  labels worldwide.  Masterbeat.com  also produces

                                       10
<PAGE>
large  scale  dance  events  under  its   "Powered  by   Masterbeat.com"   name.
Posterprintshop.com  is a  quick-turnaround  online printing store that provides
photo  enlargement  services  and the  printing of posters,  signs and  banners.
Circuitticket.com  is a full  service  ticketing  site  capable  of  sequencing,
tracking,  printing and delivering high quality ticket stubs for a wide array of
events, parties, festivals, concerts and other gatherings.

GOING CONCERN

Our  financial  statements  have  been  prepared  on  the  basis  of  accounting
principles  applicable  to a going  concern.  As a result,  they do not  include
adjustments  that would be  necessary  if we were  unable to continue as a going
concern and would  therefore be obligated to realize  assets and  discharge  our
liabilities  other than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company has used cash flows in operations
of $431,645 and $297,502 for the three months ended March 31, 2010 and March 31,
2009  respectively and has an accumulated  deficit of $3,142,188 as of March 31,
2010.  For the three months ended March 31, 2010 and March 31, 2009, the Company
incurred  net  losses  of  $586,529  and  $238,987,  respectively.  This  raises
substantial doubt about its ability to continue as a going concern.  The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to raise additional capital and implement its business plan.  Management
believes  that actions  presently  being taken to raise capital will provide the
opportunity for the Company to continue as a going concern.

RESULTS OF OPERATION

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2010 COMPARED TO MARCH 31, 2009

REVENUE

Our  revenues  for the three months ended March 31, 2010 and March 31, 2009 were
as follows:

                       Period Ended       Period Ended
                         March 31,          March 31,        2009 to 2010
                           2010               2009            % Change
                         --------           --------          --------

     Revenue             $203,425           $204,517            (0.5)%

Our  revenue  is  derived   primarily  from  online  music   download   services
specializing in "Hip-Hop",  dance and electronic  music.  The Company also hosts
parties and events,  provides  disc jockey  services,  acts as ticket  agent for
events hosted by others and operates a website that provides  photo  enlargement
services and the printing of posters, signs and banners.  Revenues for the three
months  ended March 31, 2010 were  $203,425.  In total,  revenue is unchanged in
comparison to the same period last year though we have realized increased ticket
agent revenue and revenue from card printing.  Sponsorship  revenues have almost

                                       11
<PAGE>
doubled the total compared to all of 2009. Management expects revenue to improve
in the  subsequent  quarters of 2010 as it continues  to implement  its business
strategy and operational plans.

COST OF SALES

Our cost of sales for the three  months  ended March 31, 2010 and March 31, 2009
were as follows:

                       Period Ended       Period Ended
                         March 31,          March 31,        2009 to 2010
                           2010               2009            % Change
                         --------           --------          --------

     Cost of Sales       $172,600           $ 69,374           148.8%

Cost of Sales  for the  three  months  ended  March 31,  2010  increased  148.8%
compared to March 31, 2009.  The increase the cost of sales was primarily due to
several  recording label MRG (minimum  revenue  guarantee)  contracts which were
paid during the first quarter.

GROSS PROFIT

Gross profit is defined as net sales less cost of sales.  Cost of sales consists
of product costs, cost of commissions and cost of services.

The following  table presents net sales,  cost of sales and gross profit for the
three months ended March 31, 2010 and March 31, 2009:

<TABLE>
<CAPTION>
                          For the Three Months Ended March 31,
                   ---------------------------------------------------
                           2010                        2009
                   ----------------------      -----------------------
                                  % of                         % of           $           %
                   Amount       Net Sales      Amount        Net Sales      Change      Change
                   ------       ---------      ------        ---------      ------      ------
<S>              <C>             <C>          <C>              <C>         <C>            <C>
Net sales        $203,425        100.0%       $204,517         100.0%      $  (1,092)      (.5)%
Cost of sales     172,600         84.9%         69,374          33.9%        103,226     148.8%
                 --------       ------        --------        ------       ---------    ------
Gross profit     $ 30,825         15.1%       $135,143          66.1%      $(104,318)    (77.2)%
                 ========       ======        ========        ======       =========    ======
</TABLE>

                                       12
<PAGE>
Gross  profit for the three  months  ended  March 31,  2010  decreased  $104,318
compared  to the  three  months  ended  March  31,  2009 and  gross  profit as a
percentage of revenue  decreased 77.2% for the three months ended March 31, 2010
compared to the three months ended March 31, 2009.  Gross profit for the quarter
decreased significantly due to the cost of several recording label MRG contracts
incurred during the period.

OPERATING EXPENSES

Operating  expenses for the three months ended March 31, 2010 and March 31, 2009
were as follows:

<TABLE>
<CAPTION>
                                         For the Three Months Ended March 31,
                                  ---------------------------------------------------
                                          2010                        2009
                                  ----------------------      -----------------------
                                                 % of                         % of           $           %
                                  Amount       Net Sales      Amount        Net Sales      Change      Change
                                  ------       ---------      ------        ---------      ------      ------
<S>                             <C>             <C>          <C>              <C>         <C>            <C>
Depreciation and Amortization   $ 19,317          9.5%       $ 20,402         10.0%       $ (1,085)    (5.3)%
General and Administrative       595,403        292.7%        353,128        172.7%        242,275     68.6%
                                 -------        -----         -------        -----         -------     ----
Total Operating Expenses        $614,720        302.2%       $373,530        182.6%       $241,190     64.6%
                                ========        =====        ========        =====        ========     ====
</TABLE>

General and  administrative  expenses consist primarily of salaries and benefits
for our executive and administrative  personnel,  facilities costs,  advertising
expense and fees for outside  consulting  services.  The increase in general and
administrative expense was primarily attributable to legal, accounting and other
professional  services  required in preparation for the registration and initial
offering of the Company's common stock to the public.

LIQUIDITY AND CAPITAL RESOURCES

Since Masterbeat's  inception,  it has financed operations primarily through the
contributions  and investments  from its members and  shareholders,  and through
short term borrowings. During the three months ended March 31, 2010, the company
issued a convertible debenture in the amount of $280,000 which bears interest at
14% per annum. As of March 31, 2010,  Masterbeat has a negative  working capital
balance  of  $254,399.  Current  assets  consist  of  $6,261  in cash  and  cash
equivalents and $69,751 in accounts  receivable and prepaid assets.  We estimate
that our existing  cash,  combined with  additional  capital that will be raised
through  selling  additional  shares  or new  short  term  borrowings,  will  be
sufficient to fund current operations.  Despite this prior funding, there can be
no  assurance  that we will be  successful  in raising  additional  capital,  if
required. If we are not able to secure additional funding, the implementation of
our  business  plan  may be  impaired.  There  can  be no  assurance  that  such
additional financing will be available to us on acceptable terms or at all. As a
public  entity,  we may issue shares of our common stock and preferred  stock in
private or public  offerings to obtain  financing or capital in order to improve
our performance and growth.

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<PAGE>
OPERATING ACTIVITIES

The Company  used cash flow in  operating  activities  of $431,645 for the three
months ended March 31, 2010. This cash flow is primarily attributable to the net
loss of $586,529 and an increase in accounts receivable of $76,773.

FINANCING ACTIVITIES

The Company  generated cash flow from  financing  activities of $280,000 for the
three months ended March 31, 2010.  These additional cash resources are from the
issuance of a  convertible  debenture in the amount of $280,000.  The  debenture
bears  interest at 14% per year and has a maturity  date of August 1, 2011.  The
principal amount of the debenture is convertible into the Company's common stock
on the basis of one share of stock per each $0.45 in principal amount.

OFF-BALANCE SHEET ARRANGEMENTS

None

CRITICAL ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less. At various  times during the fiscal year,  the
Company's  cash and cash  equivalents  in bank balances may exceed the Federally
insured limits.

USE OF ESTIMATES

The presentation of financial  statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial statement. Actual
results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  value of cash and cash  equivalent,  accounts  receivable,  other
assets,  accounts  payable and other  liabilities  approximate  their fair value
because of the short maturity of these instruments.

ACCOUNTS RECEIVABLE

Accounts  receivable  consist mainly of unprocessed credit card sales from music
downloads,  event ticket sales and online poster sales. The Company  establishes
an  allowance  for  uncollectable  accounts  receivable  based  on  the  age  of
outstanding  invoices  and  management's  evaluation  of the  collectability  of
outstanding balances.

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<PAGE>
FIXED ASSETS

Fixed  assets,  consisting  mainly of computer  equipment,  software  and office
equipment and furniture,  are stated at cost,  net of  accumulated  depreciation
which is calculated  using the  straight-line  method over the estimated  useful
lives generally ranging from 5 to 7 years.

LONG-LIVED ASSETS

FASB  ASC  360-10  (Prior  Authoritative  Literature:   Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets),  requires  that  we  evaluate  our  long-lived  assets  for
financial  impairment  on a regular  basis.  We evaluate the  recoverability  of
long-lived  assets not held for sale by  measuring  the  carrying  amount of the
assets  against the estimated  undiscounted  future cash flows  associated  with
them.  If such  evaluations  indicate that the future  discounted  cash flows of
certain  long-lived  assets are not  sufficient to recover the carrying value of
such  assets,  the assets are  adjusted to their fair  values.  The useful lives
assigned  to the  Company's  internal-use  website  were  based on  management's
assessment of when  standard  maintenance  and software  updates would no longer
allow the website to perform at a level consistent with market  expectations and
competitor's offerings.

REVENUE RECOGNITION

We recognize revenue when persuasive  evidence of an arrangement exists, the fee
is fixed or determinable,  collectability is reasonably assured and delivery has
occurred.  Revenues transacted from on-line platforms relating to audio download
and poster printing services are recognized at the point of sale.

Agent  revenues  are  recognized  in  accordance  with  FASB ASC  605-45  (Prior
authoritative  literature:  EITF 99-19,  "Reporting Revenue Gross as a Principal
versus Net as an Agent").  Agent revenues are derived from ticket sales where we
are not the merchant of record and where the prices of our services are fixed at
the point of sale.  Agent  revenue is  comprised  of service  fees and  customer
processing  fees and are  reported  at the net  amounts  received,  without  any
associated cost of revenue.

Amounts  billed to  customers  in sales  transactions  related to  shipping  and
handling are  classified  as revenue in  accordance  with FASB ASC 605-45 (Prior
authoritative  literature EITF 00-10, "ACCOUNTING FOR SHIPPING AND HANDLING FEES
AND  COSTS").  The actual  cost to the  Company is  recognized  as an  operating
expense.

SHIPPING AND HANDLING COSTS

The Company  includes its shipping  and handling  costs in selling,  general and
administrative expenses.

RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

In December  2007, the Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting Standards  Codification ("ASC") 805 (Prior authoritative  literature:
Statement of  Financial  Accounting  Standards  ("SFAS")  No.  141(R),  Business
Combinations,  which replaces SFAS No. 141). ASC 805 establishes  principles and

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<PAGE>
requirements  for how an  acquirer  recognizes  and  measures  in its  financial
statements the  identifiable  assets  acquired,  the  liabilities  assumed,  any
non-controlling  interest  in  the  acquiree  and  the  goodwill  acquired.  The
statement also establishes  disclosure  requirements  which will enable users to
evaluate the nature and financial effects of the business  combination.  ASC 805
is effective  for calendar  year  companies on January 1, 2009.  The Company has
adopted this ASC effective January 1, 2009.

In March 2008, the FASB issued ASC 815-10 (Prior authoritative literature:  SFAS
No. 161,  Disclosures about Derivative  Instruments and Hedging Activities,  and
amendment of SFAS No. 133). This statement will require  additional  disclosures
about  how and  why we use  derivative  financial  instruments,  how  derivative
instruments  and related  hedged  items are  accounted  for under ASC 815 (Prior
authoritative  literature:  SFAS No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities",  as  amended  and  interpreted),  and how  derivative
instruments and related hedged items affect our financial  position,  results of
operations,  and cash flows.  ASC 815-10 is effective for  financial  statements
issued for fiscal years and interim  periods  beginning after November 15, 2008;
however early adoption is encouraged, as are comparative disclosures for earlier
periods.  The Company  adopted this ASC effective  January 1, 2009 which did not
have a material impact on its financial statements.

In April 2008, the FASB issued ASC 350-30 (Prior authoritative literature:  FASB
Staff  Position  No.  142-3,  Determination  of the  Useful  Life of  Intangible
Assets).  ASC 350-30  amends the factors that should be considered in developing
renewal  or  extension  assumptions  used  to  determine  the  useful  life of a
recognized intangible asset under ASC 350 (Prior authoritative literature:  SFAS
No. 142,  "Goodwill and Other  Intangible  Assets") and also  requires  expanded
disclosure  related to the  determination  of intangible asset useful lives. ASC
350-30 is effective for fiscal years  beginning  after December 15, 2008.  Early
adoption is prohibited.  The Company adopted this ASC effective January 1, 2009;
see Note 6 for information  regarding  useful lives of the Company's  intangible
assets.

In May 2009,  the FASB issued FASB ASC 855-10 (prior  authoritative  literature,
SFAS  No.  165,  "Subsequent  Events").  FASB  ASC  855-10  established  general
standards  of  accounting  for and  disclosure  of events  that occur  after the
balance sheet date but before financial  statements are issued.  FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
The Company  adopted this ASC effective the current  quarter ended September 30,
2009; see Note 8 for a discussion of subsequent events through March 17, 2010.

In June 2009, the FASB issued FASB ASC 105-10 (prior  authoritative  literature,
SFAS No. 168, "The FASB Accounting  Standards  Codification and the Hierarchy of
Generally Accepted Accounting  Principles--a  replacement of SFAS No. 162). FASB
ASC 105-10  replaces  SFAS 162 and  establishes  the FASB  Accounting  Standards
Codification as the source of authoritative  accounting principles recognized by
the  FASB to be  applied  by  nongovernmental  entities  in the  preparation  of
financial  statements in conformity  with GAAP. FASB ASC 105-10 is effective for
financial  statements  issued  for  interim  and  annual  periods  ending  after
September 15, 2009.  As such,  the Company is required to adopt this standard in
the  current  period.  Adoption  of FASB ASC 105-10  did not have a  significant
effect on the Company's financial statements.

In June  2009,  the FASB  issued  guidance  under ASC 860  (Prior  authoritative
literature: SFAS No. 166, "Accounting for Transfers of Financial Assets"), which
will require more  information  about  transfer of financial  assets,  including
securitization transactions,  and where entities have continuing exposure to the

                                       16
<PAGE>
risks related to transferred  financial  assets.  It eliminates the concept of a
"qualifying  special-purpose entity", changes the requirements for derecognizing
financial assets and requires additional disclosures. This ASC will be effective
for fiscal years  beginning  after November 15, 2009. The Company will adopt the
provision of this ASC effective January 1, 2010 and is currently  evaluation the
impact, if any, on its financial statements.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management,   with  the   participation  of  our  Chief  Executive  Officer
("Certifying  Officer"),  has  evaluated  the  effectiveness  of our  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Exchange  Act) as of the end of the  fiscal  period  covered  by this  Quarterly
Report on Form 10-Q.  Based upon such  evaluation,  the Certifying  Officer have
concluded  that,  as of the end of such period,  March 31, 2010,  the  Company's
disclosure controls and procedures were not effective to ensure that information
required  to be  disclosed  by us in the  reports  we file or  submit  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in  the  SEC's  rules  and  forms  and  is  accumulated  and
communicated to management,  including our Certifying  Officer,  to allow timely
decisions regarding such disclosure.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in  Masterbeat  Corporations  internal  controls over
financial  reporting  during the quarter ended March 31, 2010,  that  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting subsequent to the date of management's last evaluation.

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently  involved in any legal  proceedings  and we are not
aware of any pending or potential legal actions.

ITEM 1A. RISK FACTORS.

NOT APPLICABLE

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no sales of unregistered securities during the period covered by this
report.

                                       17
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior  securities during the period covered by this
report.

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

There were no matters  submitted to a vote of security holders during the period
covered by this report.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.                             Description
-----------                             -----------

  31.1      Certification  pursuant  to Rule  13a-14(a)  or  15d-14(a)under  the
            Securities Exchange Act of 1934, as amended.

  31.2      See Exhibit 31.1

  32.1      Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2      See Exhibit 32.2


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<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

May 17, 2010                            MASTERBEAT CORPORATION


                                            /s/ Brett Henrichsen
                                            ------------------------------------
                                        By: Brett Henrichsen
                                            Chief Executive Officer and
                                            Chief Financial Officer


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