SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K /A


First
Amendment





(Mark
One)




x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008


or




o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





000-25879


Commission
file number




METABOLIC
RESEARCH, INC.





(Exact
name of registrant as specified in its charter)





Nevada
            35-2065469(State
      or other jurisdiction
              of
      incorporation or organization)
            (I.R.S.
      Employer
              Identification
      No.)





6320
McLeod Drive, Suite 7


Las Vegas, NV 89120


(Address
of principal United States executive offices and Zip Code)





(702) 263-7070


(Registrant's
telephone number, including area code)





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





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





Common Stock, $0.001 par value per share


(Title or
class)





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of the 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.  Yes x No o





Issuer's
revenues for the fiscal year ended December 31, 2008 were
$2,883,628.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity as of March 31, 2009, was approximately $942,558.





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




As of
March 31, 2009, the Registrant had outstanding 49,346,509 shares of Common
Stock.





Documents
Incorporated By Reference:  None





Transitional
Small Business Issuer Disclosure Format (check one): Yes o No x.





1





TABLE
OF CONTENTS




PAGEPART
      IItem
      1.
                Description
      of Business
                3Item
      2.
                Description
      of Property
                5Item
      3.
                Legal
      Proceedings
                5Item
      4.
                Submission
      Of Matters To A Vote Of Security Holders
                5PART
      IIItem
      5.
                Market
      For Common Equity And Related Stockholder Matters
                5Item
      6.
                Management's
      discussion and analysis or plan of operation
                6Item
      7.
                Financial
      Statements
                8Item
      8.
                Changes
      In And Disagreements With Accountants On Accounting And Financial
      Disclosure
                8Item
      8a.
                Controls
      And Procedures
                8Item
      8b.
                Other
      Information
                8PART
      IIIItem
      9.
                Directors,
      Executive Officers, Promoters And Control Persons; Compliance With Section
      16(A) Of The Exchange Act
                9Item
      10.
                Executive
      Compensation
                9Item
      11.
                Security
      Ownership Of Certain Beneficial Owners And Management
                10Item
      12.
                Certain
      Relationships And Related Transactions; Director
    Independence
                10Item
      13.
                Exhibits
                11Item
      14.
                Principal
      Accountant Fees And Services
                12SIGNATURES
                
                12





2





PART
I





FORWARD-LOOKING
STATEMENTS: This annual report contains forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from estimates. The risks and uncertainties associated with forward-looking
statements include, among other things, significant changes in general economic
conditions, both domestic and international; the impact of market conditions;
changes in interest rates; the impact of interest rates and market conditions on
loans, deposits and debt; changes in our tax liability and rates; decline in
value in our capital investments, and our ability and resources to execute our
business strategies and manage risks associated with potential expansion plans
or business initiatives.





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





CORPORATE
HISTORY





We were
incorporated on October 7, 1996 in the State of Indiana under the corporate name
"MAS Acquisition VII Corp." Prior to August 11, 1999, we were a blank check
company seeking a business combination with unidentified business. On August 11,
1999, we acquired 100% of the outstanding capital stock of Dimgroup, Inc., a
corporation which was formed in Nevada on April 23, 1999. In February 2000 we
changed our corporate name to "Dimgroup.com Inc." On April 5, 2001, we changed
our corporate name to Datastand Technologies, Inc. On February 1, 2007, we
changed our corporate name to Metabolic Research, Inc. On April 27, 2007, the
company incorporated in Nevada, filed its articles of merger and redomiciled to
Nevada.





We have
experienced significant losses for the period from inception to December 31,
2008 aggregating $3,037,620. In 2008, the company started significant revenue
producing operations.





Our
ability to continue as a going concern is contingent upon our ability to
implement our business plan and to attain profitable operations and secure
financing. In addition, our ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which we operate.





OUR
ACTIVITIES





Until
January 12, 2007, we were focused on developing and marketing a database
containing fundamental corporate data on companies quoted on the OTCBB for the
purpose of selling licenses to the database's content to customers in a variety
of formats. However, the Board has resolved to change the focus of our Company's
business to the development of business opportunities within the health care
industry. We are now focused on investigating new technologies and other
business opportunities in the life sciences and health care fields.





On
January 12, 2007, we entered into a License Agreement with David P. Summers and
T. W. Owen, the inventors and owners of certain technologies covered by the
following provisional patent applications filed with the United States Patent
and Trademark Office: (i) "Composition and Method of Producing Endogenous
Therapeutic Anti-Inflammatory Eiconasids and their Metabolites by Exogenous or
Oral Means," by David P. Summers and T. W. Owen, (USPTO Serial Number
60/570,649); and (ii) "Method and Process for Producing Anti-inflammatory
Products from Fungi," by David P. Summers and T. W. Owen. This license agreement
grants us an exclusive, irrevocable, perpetual license in North America and
Mexico to develop products based on the technologies described in the patent
application. We intend to use the licensed technologies for the purpose of
developing anti-inflammatory and analgesic products for the treatment of
arthritis and other inflammatory diseases. In consideration for the license, we
issued one million shares of our common stock to Dr. Summers and one million
shares of our common stock to T. W. Owen. We may terminate the license agreement
for any reason or no reason, upon at least ninety days prior written notice. In
the event either party commits a breach of its obligations under the license
agreement and fails to cure that breach within sixty days after receiving
written notice thereof, the other party may terminate the agreement immediately
upon written notice to the other party.











3




ITEM
      1.
            DESCRIPTION
      OF BUSINESS (continued)





OUR
ACTIVITIES (continued)





On March
14, 2007, we entered into a second license with David P. Summers and T. W. Owen
to exploit the technology described above in certain European
markets.  The terms of such license are identical to those of the
first license agreement we entered into with such persons on January, 12, 2007,
except for the territory. In consideration for the license, we issued an
additional one million shares of our common stock to Dr. Summers and an
additional one million shares of our common stock to Ms. Owen. We may terminate
the license agreement for any reason or no reason, upon at least ninety days
prior written notice. In the event either party commits a breach of its
obligations under the license agreement and fails to cure that breach within
sixty days after receiving written notice thereof, the other party may terminate
the agreement immediately upon written notice to the other party.





We are
undergoing a comprehensive vertical and horizontal market analysis preparatory
to finalizing strategic plans for July/August market entries in both North
America and Europe. One facet of the market analysis is a framework for
developing our "branding" rationale, product names, graphics, and marketing
support materials.





On
February 23, 2007, we entered into a Strategic Alliance Agreement with Partners
In Science Holdings, Inc. under which each of the parties will fully cooperate
with the other in inserting the other party's products into its marketing and
distribution channels. Each party also agreed to extend to the other party its
usual factory discount allowances for sales, including such rights and residuals
as customary. The term of the agreement is for a period of three years,
commencing on February 23, 2007.





In order
to reduce or eliminate our dependence on imported resources, we are
interviewing, inspecting, and negotiating with production plants in the United
States with the capacity to produce our key components per our proprietary
methods. In the instance of our key components we intend to establish a primary,
secondary and tertiary vendor to assure product supply. In the second quarter of
2007, we expect to finalize blending, encapsulating, bottling, and packaging
contracts. We are also negotiating warehousing, logistics, and fulfillment
arrangements on a subcontract basis.





We are
currently finalizing negotiations with organizations that have existing
distribution channels into the nutraceutical wholesale/retail stream who sell
product lines that would not be construed as being competitive with our
products. We are also negotiating distribution contracts with a number of direct
sales organizations. We expect to finalize and announce our key strategic
alliances by the end of the second quarter.





We are
currently negotiating, on a private placement basis with a domestic entity, the
terms and conditions to secure funds in exchange for restricted stock. Further,
we are developing a comprehensive use of funds plan and terms and conditions for
a private placement with for an additional funds by September 2008. Such
negotiations are at preliminary stages, and we have not entered into a
definitive agreement in connection with such funding. There is no assurance that
we will obtain such funding or any other funding.





All of
our proposed nutraceutical products would be comprised of components that are
deemed by the Food and Drug Administration to be "GRAS" that is "Generally
Recognized As Safe" and as such can be marketed as a nutritional supplement with
the principal requirement being the listing of ingredients on the label. There
are no other regulations that would place limitations on our
products.





We
starting marketing our fitness formula, Stemulite in late 2007.  We
entered into a marketing distribution agreement with True Healthy Products in
February 2008.  On December 1, 2008, we entered into an agreement to
sell Stemulite for Men and Women to General Nutrition Distribution, LP for sale
its outlets. General Nutrition Distribution, LP is the logistic distribution arm
of General Nutrition Centers.





EMPLOYEES





We have
three full-time employees. We intend to add experienced marketing personnel with
a current following on commission driven arrangements with no out of pocket
obligations to the Company. We do not plan to recruit additional personnel until
we have obtained additional funding.





4


ITEM
      2.
            DESCRIPTION
      OF PROPERTIES





The
company is leasing office space at 6320 McLeod Drive., Suite 7, Las Vegas,
Nevada 89120.





ITEM
      3.
            LEGAL
      PROCEEDINGS





On
November 20, 2008, the Lawsuit was commenced by Mr. Summers alleging that
defendants MTBR, T. W. Owen, Robert Bakker and K. C. Quintana (collectively the
"Parties") wrongfully removed him as an officer and director of MTBR, amongst
other claims.  Defendants MTBR, Ms. Owen, Mr. Bakker and Mr. Quintana
counterclaimed against Mr. Summers alleging, amongst other claims, breach of
fiduciary duty by Mr. Summers.





The
Parties entered into the Settlement Agreement on March 25, 2009.  In
accordance with the terms and conditions of the Settlement Agreement, Mr.
Summers resigned as an officer and director of MTBR and his employment agreement
was terminated.





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





There
were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2008.








PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS





Market
Information. Our common stock has been quoted through the NASD's
Over-The-Counter Bulletin Board since August 9, 2000. From such date and until
February 15, 2007 it was quoted under the symbol "DSTT.OB," and since such date
it has been quoted under the symbol "MTBR.OB."  The following chart
sets forth the high and low sales prices for our common stock during the
indicated periods.





FISCAL QUARTER ENDED
                    
                    LOW
                    
                    
                    HIGHMarch
      31, 2007
                    
                    $
                    0.12
                    
                    
                    $
                    0.98June
      30, 2007
                    
                    $
                    0.26
                    
                    
                    $
                    0.64September
      30, 2007
                    
                    $
                    0.125
                    
                    
                    $
                    0.35December
      31, 2007
                    
                    $
                    0.07
                    
                    
                    $
                    0.21March
      31, 2008
                    
                    $
                    0.06
                    
                    
                    $
                    0.20June
      30, 2008
                    
                    $
                    0.06
                    
                    
                    $
                    0.45September
      30, 2008
                    
                    $
                    0.04
                    
                    
                    $
                    0.15December
      31, 2008
                    
                    $
                    0.03
                    
                    
                    $
                    0.08





The
foregoing prices represent prices between dealers and do not include retail mark
up, mark down, or commission and may not necessarily represent actual
transactions.





Record
Holders. As of April 02, 2009, the Common Stock was held of record by
approximately 197 persons and entities, including significant amounts of stock
held in "street name".





Dividends.
We have not and do not intend to pay dividends on our capital stock in the
foreseeable future.





Purchase
of Our Equity Securities. Neither we nor our any of our affiliates purchased
shares of our common stock during the fiscal quarter ended December 31,
2008.





Sales of
Our Unregistered Securities Not Previously
Disclosed.  None.





5


ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





In
addition to historical information, the following discussion and analysis of
management contains forward-looking statements. These forward-looking statements
involve risks, uncertainties and assumptions. The actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including but not limited to, those discussed
below.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's opinions only as of the
date hereof. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements, except to the
extent we are required to do so under the federal securities law or other
applicable law.





GENERAL





Until
January 12, 2007, we were focused on developing and marketing a database
containing fundamental corporate data on companies quoted on the OTCBB for the
purpose of selling licenses to the database's content to customers in a variety
of formats. However, the Board has recently resolved to change the focus of our
Company's business to the development of business opportunities within the
health care industry. We are now focused on investigating new technologies and
other business opportunities in the life sciences and health care fields. We are
currently reviewing an opportunity to obtain a license to use certain
technologies for the purpose of producing anti-inflammatory and analgesic
products used to treat and cure inflammatory diseases.





RESULTS
OF OPERATIONS





Revenue
for the year ended December 31, 2008 was $2,783,010 compared to $54,026 for
2007. Revenue in 2007 and 2008 was generated by the Company's new health care
products from wholesale markets, who subsequently retailed our
products.





Operating
expenses for the year ended December 31, 2008 were $2,857,223 compared to
$1,199,373 for 2007. Our 2007 operating expenses were mainly attributable to
consulting and marketing costs necessary to pursue our business plan and bring
the Company's products to market.  Our 2008 operating expenses were
mainly attributable to operating costs in producing and distributing our product
line.  Our operating costs may continue to increase as we upgrade our
technology and continue to expand our marketing channels. We expect operating
losses to continue in the near future.





General
and administrative expenses for the year ended December 31, 2008 were $1,270,463
compared to $586,468 for 2007.





Net
operating loss for the year ended December 31, 2008 was $710,563 compared to
$1,165,889 for 2007.





FUTURE
OUTLOOK





We are
focusing both on enhancing our current and new marketing venues and new item
development.  Our outlook for the near future views contained growth
through our expansion of products and innovative marketing distribution
channels.





6


ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
  (continued)





LIQUIDITY
AND CAPITAL RESOURCES





As of
December 31, 2008, we had $5,168 cash in our bank accounts.





Net cash
used in operating activities for the year ended December 31, 2008 was $77,745
compared to $509,718 for 2007.





Net cash
used in investing activities for the year ended December 31, 2008 was $9,809
compared to $4,862 for 2007.





Net cash
provided by financing activities for the year ended December 31, 2007 was
$60,000 compared to $517,960 for 2007.





Management
believes that cash expected to be generated from operations and current cash
reserves will not be sufficient to meet our capital expenditures and working
capital needs. Our future liquidity and cash requirements will depend on a wide
range of factors, including the level of business in existing operations,
expansion of facilities and possible acquisitions. In particular, if cash flows
from operations are not sufficient, we may have to sell our equity or debt
securities or seek additional financing through other means. We cannot assure
you that such raising of capital or seeking of additional financing will be
available in amounts and on terms acceptable to us.





GOING
CONCERN





We have
experienced significant losses for the period ending December 31, 2008
aggregating $2,937,002. We began significant revenue producing operations during
12/31/08.





Our
ability to continue as a going concern is contingent upon our ability to
implement our business plan and to attain profitable operations and secure
financing. In addition, our ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which we operate.





We are
pursuing equity financing for our operations. Failure to secure such financing
or to raise additional capital or borrow additional funds may result in our
depleting available funds and not being able pay our obligations.





New
marketing distributors accounted for most of the revenues in 2008. Several
customers accounted for the revenues in 2007.





Income
Taxes - The Company follows Statement of Financial Accounting Standards No. 109
- Accounting for Income Taxes, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are based on the differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.





Use of
Estimates - The preparation 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
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.





Fair
Value of Financial Instruments - The Company considers its financial
instruments, which are carried at cost, to approximate fair value due to their
near-term maturities.








7


ITEM
      7.
            FINANCIAL
      STATEMENTS





The
financial statements of the Company and supplementary data are included
beginning immediately following the signature page to this report.





ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None





ITEM
      8A.
            CONTROLS
      AND PROCEDURES





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





Under the
supervision and with the participation of management, the Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of the design
and operation of the Company's disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
("Exchange Act"), as of December 31, 2007. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, the Company's disclosure controls and
procedures were effective and adequately designed to ensure that the information
required to be disclosed by the Company in the reports submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the applicable rules and forms and that such information
was accumulated and communicated to the Company's Chief Executive Officer and
Chief Financial Officer, in a manner that allowed for timely decisions regarding
required disclosure.





EVALUATION
OF INTERNAL CONTROL OVER FINANCIAL REPORTING





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company's internal control system was
designed to provide reasonable assurance to the Company's management and board
of directors regarding the preparation and fair presentation of published
financial statements.





Management
assessed the effectiveness of the Company's internal control over financial
reporting (as defined in the Securities Exchange Act of 1934 Rule 13a-15(f) and
15d-15(f) as of December 31, 2008.  In making this assessment, it used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on
management's assessment the Company believes that, as of December 31, 2008, the
Company's internal control over financial reporting is effective based on those
criteria.





This
annual report does not include an audit report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm 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 CONTROLS





There was
no change to the Company's internal controls over financial reporting during the
fiscal year ended December 31, 2007 that materially affected, or reasonably
likely to materially affect, the Company's internal controls over financial
reporting.





ITEM
      8B.
            OTHER
      INFORMATION





None





8





PART
III





ITEM
      9.
            DIRECTORS
      AND EXECUTIVE OFFICERS OF THE
REGISTRANT





Our
executive officers and directors are:





NAME
                    AGE
                    POSITION(S)Robert
      Bakker
                    55
                    Chief
      Executive Officer.T.
      W. Owen
                    61
                    Chief
      Financial OfficerKC
      Quintana
                    42
                    Director





Robert
Bakker has previously served as MTBR's Vice President of National Sales since
April 1, 2008.  Prior to joining MTBR, Mr. Bakker was the Director of
Retail Sales at Theochem Laboratories Inc. from April 15, 2007 to March 31,
2008, and was a Sales Manager at Jarden Home Brands Corporation from March 16,
2002 to December 31, 2006.  Prior to his position at Jarden Home
Brands Corporation, Mr. Bakker held various sales managerial positions,
primarily with food wholesale and grocery companies.





T. W.
Owen has been our Chief Financial Officer since May 17, 2007.  Ms.
Owen has over 38 years of experience in marketing and financial administration,
due diligence, business merger and acquisition analysis, and equipment and
collateral appraisals.





KC
Quintana is the founder and Chief Executive Officer of myPRINTteam. Mr. Quintana
oversaw the strategic development and company initiatives for myPRINTteam. His
entrepreneurial spirit has driven him to succeed in multiple industries
including printing, investments, startup ventures, and restaurants. Mr.
Quintana's primary drive to create myPRINTteam was to have a single online
entity through which high-quality and low-cost printing services were made
available to all consumers. Prior to myPRINTteam, Mr.Quintana was Senior Vice
President Private Client Group of Smith Barney.  Mr. Quintana holds a
BS from the Florida Institute of Technology





All of
our directors hold office until the next annual meeting of the stockholders or
until their successors are elected and qualified. Our officers are appointed by
our board of directors and hold office until their earlier death, retirement,
resignation or removal.





Our Board
of Directors has established an audit committee and does have an audit committee
financial expert.





Section
16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities
Exchange Act of 1934 requires our officers and directors and persons who own
more than ten percent of our common stock to file reports of ownership and
changes in their ownership with the Securities and Exchange Commission, and
forward copies of such filings to us. We believe, based solely on our review of
the copies of such forms and other written representations to us, that during
the fiscal year ended December 31, 2007, all reporting persons complied with all
applicable Section 16(a) filing requirements.





We have
not adopted a Code of Ethics.





ITEM
      10.
            EXECUTIVE
      COMPENSATION





SUMMARY
COMPENSATION





Robert
Bakker received $52,000 as vice president of national sales.  Our
executive officers did not receive any compensation during the fiscal year ended
December 31, 2007.





On April
30, 2007, we entered into an employment agreement with T. W. Owen, under which
Ms. Owen will serve as our Chief Financial Officer. Ms. Owen has not received
executive compensation for her services.  Ms. Owen will begin
receiving executive compensation in 2009. The agreement, which does not have a
definite term, may be terminated by Ms. Owen or us for any reason or no reason
upon 14 days prior written notice to the other party.





OUTSTANDING
EQUITY AWARDS





As of
December 31, 2007, none of our directors or executive officers held unexercised
options, stock that had not vested, or equity incentive plan
awards.





COMPENSATION
OF DIRECTORS





The two
directors Dr. Summers and Ms. Owens began receiving $6,000 per month for
director's services in June 2007. This was increased to $8,0000 per month in
June 2008.





9


ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT





The
following table lists, as of April 10, 2009 the number of shares of our common
stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of the outstanding common stock; (ii) each of
our officers and directors; and (iii) all of our officers and directors as a
group. Information relating to beneficial ownership of common stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.





As of
April 04, 2009, we had outstanding 49,346,509 shares of our common
stock





NAME
      OF BENEFICIAL OWNER
                            
                            AMOUNT
      OF BENEFICIAL
                            
                            
                            PERCENTOF
      MORE THAN 5%
                            
                            OWNERSHIP
                            
                            
                            OF
      CLASSDavid
      P. Summers
                            
                            
                            7,585,466
                            (1)
                            
                            
                            12.80
                            %T.W.
      Owen
                            
                            
                            7,935,000
                            (2)
                            
                            
                            13.40
                            %Cede
      & Co.
                            
                            
                            14,376,924
                            
                            
                            
                            24.30
                            %K.
      C. Quintana
                            
                            
                            8,152,000
                            (3)
                            
                            
                            13.80
                            %





(1)
            Includes
      7,585,466 shares of Common Stock and -0- shares of Preferred
      Stock.


(2)
            Includes
      7,435,000 shares of Common Stock and 500,000 shares of Preferred
      Stock.


(3)
            Includes
      1,800,000 shares of Common Stock and 6,352,000 shares of Preferred
      Stock.





ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





On April
30, 2007, we entered into an employment agreement with T. W. Owen, under which
Ms. Owen will serve as our Chief Financial Officer. Ms. Owen will not receive
any compensation for her services rendered under the agreement. The
agreement, which does not have a definite term, may be terminated by Ms. Owen or
us for any reason or no reason upon 14 days prior written notice to the other
party.





DIRECTOR
INDEPENDENCE





None of
our directors is "independent", as that term is defined by the rules of any
national securities exchange or NASDAQ.





10


ITEM
      13.
            EXHIBITS





3.1
                                    Articles
      of Incorporation, incorporated herein by reference from the Registrant's
      Registration Statement on Form 10-SB/A filed on August 3,
      1999.3.2
                                    Articles
      of Merger, incorporated herein by reference to our Current Report on Form
      8-K/A filed on November 8, 19993.3
                                    Amendment
      to Articles of Incorporation, incorporated herein by reference from the
      Registrant's Current Report on Form 8-K, filed with Securities and
      Exchange Commission on April 5, 2001.3.4
                                    Amendment
      to Articles of Incorporation, incorporated herein by reference from the
      Registrant's Current Report on Form 8-K, filed with Securities and
      Exchange Commission on February 2, 2007.3.5
                                    By-Laws,
      incorporated herein by reference from the Registrant's Registration
      Statement on Form 10-SB/A filed on August 3, 1999.10.1
                                    License
      Agreement, dated January 12, 2007, among the Registrant, Dr. David P.
      Summers and T. W. Owen, incorporated by reference herein from the
      Registrant's Current Report on Form 8-K, filed with Securities and
      Exchange Commission on January 16, 2007.10.2
                                    Strategic
      Alliance Agreement, dated February 23, 2007, between the Registrant and
      Partners In Science Holdings, Inc., incorporated herein by reference from
      the Registrant's Current Report on Form 8-K, filed with Securities and
      Exchange Commission on February 23, 2007.10.3
                                    License
      Agreement, dated March 9, 2007, among the Registrant, Dr. David P. Summers
      and T. W. Owen, incorporated by reference herein from the Registrant's
      Current Report on Form 8-K, filed with Securities and Exchange Commission
      on March 15, 2007.10.4
                                    Employment
      Agreement, dated February 26, 2007, between the Registrant and David P.
      Summers, incorporated by reference herein from the Registrant's Current
      Report on Form 8-K, filed with Securities and Exchange Commission on March
      15, 2007.10.5
                                    Employment
      Agreement, dated February 26, 2007, between the Registrant and David
      Brown, incorporated by reference herein from the Registrant's Current
      Report on Form 8-K, filed with Securities and Exchange Commission on March
      15, 2007.31.1
                                    Certification of Chief Executive Officer
      pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities
      Exchange Act.31.2
                                    Certification of Chief Financial Officer
      pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities
      Exchange Act.32.1
                                    Certification of Chief Executive Officer pursuant
      to Section 906 of Sarbanes-Oxley Act of 2002 (18 USC
      1350).32.2
                                    Certification of Chief Financial Officer pursuant
      to Section 906 of Sarbanes-Oxley Act of 2002 (18 USC
      1350).





11


ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Our board
of directors reviews and approves audit and permissible non-audit services
performed by our independent accountants, as well as the fees charged for such
services.





In its
review of non-audit service fees and its appointment of Pollard-Kelley Auditing
Services, Inc., as our independent accountants, the board of directors
considered whether the provision of such services is compatible with maintaining
independence. All of the services provided and fees charged by Pollard-Kelley
Auditing Services, Inc. in 2007 were approved by the board of
directors.





AUDIT
FEES





The
aggregate fees billed by for professional services for the audit of our annual
financial statements and the reviews of the financial statements included in our
quarterly reports on Form 10-Q for 2008 and 2007 were $23,000 and $33,139,
respectively, net of expenses.





AUDIT-RELATED
FEES





There
were no other fees billed by Pollard-Kelley Auditing Services, Inc. during the
last two fiscal years for assurance and related services that were reasonably
related to the performance of the audit or review of our financial statements
and not reported under "Audit Fees" above.





TAX
FEES





There was
were no fees billed during the last two fiscal years for professional services
rendered for tax compliance.





ALL OTHER
FEES





There
were no other fees billed by Pollard-Kelley Auditing Services, Inc.








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Metabolic
      Research, Inc.Date:
      July 15, 2009
                /s/ 
      Robert BakkerRobert
      BakkerPresidentChief
      Executive Officer/s/ 
      T. W. OwenT.
      W. OwenTreasurerChief
      Financial Officer





12











METABOLIC
RESEARCH, INC.


FINANCIAL
STATEMENTS


DECEMBER
31, 2008





CONTENTS




PageIndependent
      Auditor's Report
              F -
      1Consolidated
      Balance Sheet as December 31, 2008
              F -
      2Consolidated
      Statements Of Operations for the years ended December 31, 2008 and
      2007
              F -
      3Consolidated
      Statement Of Changes In Stockholders' Equity (Deficit) December 31,
      2008
              F -
      4Consolidated
      Statements Of Cash Flows for the years ended December 31, 2008 and
      2007
              F -
      5Notes
      to Financial Statements
              F -
      6

















Pollard-Kelley
Auditing Services, Inc.


Auditing
Services


4500
Rockside Road, Suite 450, Independence, OH 44131
330-864-2265








Report of
Independent Registered Public Accounting Firm





Board of
Directors


Metabolic
Research, Inc.





We have
audited the accompanying balance sheets of Metabolic Research, Inc. as of
December 31, 2008 and 2007, and the related statements of income, changes
in stockholders’ equity, and cash flows for the periods ended December 31,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conduct our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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.





As
discussed in Note 1 the Company has not generated significant profits to
date.  This factor among others raises substantial doubt the Company
will be able to continue as a going concern.  The Company’s
continuation as a going concern depends upon its ability to generate sufficient
cash flow to conduct its operations and its ability to obtain additional sources
of capital and financing.  The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.  Management’s plans concerning this matter are also
discussed in Note 1.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company at December 31, 2008
and 2007 and the results of its operations and it cash flows for the two years
in the period ended December 31, 2008, in conformity with U.S. generally
accepted accounting standards.





Pollard-Kelley
Auditing Services, Inc.





/S/
Pollard-Kelley Auditing Services, Inc.





Independence,
Ohio


April 14,
2009








F-1





METABOLIC
      RESEARCH, INC.CONSOLIDATED
      BALANCE SHEETas
      of December 31, 2008 and 2007December
      31,
                                  
                                  
                                  December
      31,2008
                                  
                                  
                                  2007ASSETS:Current
      AssetsCash
      in Bank
                                  
                                  $
                                  5,186
                                  
                                  
                                  $
                                  13,104Petty
      Cash Fund
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  1,000Accounts
      Receivable
                                  
                                  
                                  57,928
                                  
                                  
                                  
                                  -Inventory
                                  
                                  
                                  229,964
                                  
                                  
                                  
                                  29,850Deposits
                                  
                                  
                                  2,450
                                  
                                  
                                  
                                  -Prepaid
      Consulting Fees
                                  
                                  
                                  
                                  
                                  
                                  
                                  803,493Prepaid
      Financing  Fees
                                  
                                  
                                  21,693
                                  
                                  
                                  
                                  23,621Total
      Current Assets
                                  
                                  $
                                  1,121,696
                                  
                                  
                                  $
                                  67,575Other
      AssetsFixed
      Assets (net of depreciation)
                                  
                                  $
                                  8,745
                                  
                                  
                                  $
                                  -Notes
      Receivable
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  111,667License
                                  
                                  
                                  1,560,000
                                  
                                  
                                  
                                  2,060,000Investments
                                  
                                  
                                  10,690
                                  
                                  
                                  
                                  10,690Patents
      Assignments
                                  
                                  
                                  10,255,152
                                  
                                  
                                  
                                  9,755,152Total
      Other Assets
                                  
                                  $
                                  11,834,587
                                  
                                  
                                  $
                                  11,937,509Total
      Assets
                                  
                                  $
                                  12,956,283
                                  
                                  
                                  $
                                  12,005,084LIABILITIES
      AND STOCKHOLDERS' EQUITY:Current
      LiabilitiesAccounts
      Payable
                                  
                                  $
                                  79,231
                                  
                                  
                                  $
                                  89,259Payroll
      Tax Liability
                                  
                                  
                                  23,353
                                  
                                  
                                  
                                  -Credit
      Cards
                                  
                                  
                                  16,440
                                  
                                  
                                  
                                  -Royalties
      Payable
                                  
                                  
                                  164,656
                                  
                                  
                                  
                                  -Advances
      from Related Parties
                                  
                                  
                                  9,692
                                  
                                  
                                  
                                  71,200Note-Debenture
                                  
                                  
                                  -
                                  
                                  
                                  
                                  72,476Due
      Directors
                                  
                                  
                                  85,326
                                  
                                  
                                  
                                  -Derivative
      Liability
                                  
                                  
                                  68,358
                                  
                                  
                                  
                                  42Total
      Current Liabilities
                                  
                                  $
                                  447,056
                                  
                                  
                                  $
                                  232,977Stockholders'
      EquityPreferred
      stock - $0.001 par value, 50,000,000 shares
                                    authorized:  10,690,000
      issued and outstanding
                                  
                                  $
                                  10,690
                                  
                                  
                                  $
                                  10,690Common
      stock - $0.001 par value, 200,000,000 shares
                                    authorized:  41,453,425
      shares issued and outstanding
                                    12/31/07
      and 49,346,509 on 12/31/08
                                  
                                  
                                  49,345
                                  
                                  
                                  
                                  41,453Additional
      paid in capital
                                  
                                  
                                  14,911,963
                                  
                                  
                                  
                                  13,925,181Retained
      earnings or Deficit accumulated during development state)
                                  
                                  
                                  (2,462,771
                                  )
                                  
                                  
                                  (2,205,217
                                  )Total
      Stockholders' Equity
                                  
                                  $
                                  12,509,227
                                  
                                  
                                  $
                                  11,772,107Total
      Liabilities And Stockholders' Equity
                                  
                                  $
                                  12,956,283
                                  
                                  
                                  $
                                  12,005,084The
      accompanying notes are an integral part of these condensed consolidated
      financial
statements.





F-2





METABOLIC
      RESEARCH, INC.CONSOLIDATED
      STATEMENTS OF OPERATIONSfor
      the years ended December 31, 2008 and 2007December
      31,
                              
                              
                              December
      31,2008
                              
                              
                              2007Revenues
                              
                              $
                              2,783,010
                              
                              
                              $
                              54,026Cost
      of Sales
                              
                              
                              636,350
                              
                              
                              
                              21,251Net
      Revenues
                              
                              
                              2,146,660
                              
                              
                              
                              32,775Operating  Expenses:Consulting
      Expenses
                              
                              
                              816,304
                              
                              
                              
                              510,905Advertising
      Expense
                              
                              
                              587,393
                              
                              
                              
                              -Board
      of Directors Expense
                              
                              
                              182,000
                              
                              
                              
                              102,000Depreciation
                              
                              
                              1,063
                              
                              
                              
                              -General
      and administrative
                              
                              
                              1,270,463
                              
                              
                              
                              586,468Total
      Operating Expenses
                              
                              $
                              2,857,223
                              
                              
                              $
                              1,199,373Net
      Operating (loss)
                              
                              $
                              (710,563
                              )
                              
                              $
                              (1,166,598
                              )Other
      Expenses:Interest
      income
                              
                              $
                              -
                              
                              
                              $
                              4,667Interest
      expense
                              
                              
                              (10,216
                              )
                              
                              
                              (3,968
                              )Total
      Other Expenses
                              
                              
                              (10,216
                              )
                              
                              
                              709Net
      Loss Before Income Taxes
                              
                              
                              (720,779
                              )
                              
                              
                              (1,165,889
                              )Income
      Tax Expense
                              
                              
                              -
                              
                              
                              
                              -Net
      (loss)
                              
                              $
                              (695,558
                              )
                              
                              $
                              (1,165,889
                              )Other
      Comprehensive Income:Derivative
      gain (loss)
                              
                              
                              463,225
                              
                              
                              
                              25,061Net
      other comprehensive (loss)
                              
                              $
                              (257,554
                              )
                              
                              $
                              (1,140,828
                              )Basic
      net (loss) per common share
                              
                              $
                              (0.02
                              )
                              
                              $
                              (0.04
                              )Net
      other Comprehensive (loss) per common share
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.03
                              )Weighted
      average Number of Common Shares Outstanding
                              
                              
                              47,656,238
                              
                              
                              
                              32,695,292The
      accompanying notes are an integral part of these consolidated financial
      statements.








F-3




METABOLIC
      RESEARCH, INC.(f/k/a
      DATASTAND TECHNOLOGIES, INC.)CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)For
      the period ended December 31, 2008PARVALUE
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          TOTALNUMBER
      OF
                                                                          
                                                                          
                                                                          OF
                                                                          
                                                                          
                                                                          ADDITIONAL
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          RETAINED
                                                                          
                                                                          
                                                                          STOCKHOLDERS'COMMON
                                                                          
                                                                          
                                                                          COMMON
                                                                          
                                                                          
                                                                          PAID-IN
                                                                          
                                                                          
                                                                          Preferred
                                                                          
                                                                          
                                                                          EARNINGS
                                                                          
                                                                          
                                                                          EQUITYSHARES
                                                                          
                                                                          
                                                                          SHARES
                                                                          
                                                                          
                                                                          CAPITAL
                                                                          
                                                                          
                                                                          Stock
                                                                          
                                                                          
                                                                          (DEFICIT)
                                                                          
                                                                          
                                                                          (DEFICIT)Balance
      as at December 31, 2006
                                                                          
                                                                          
                                                                          6,138,125
                                                                          
                                                                          
                                                                          $
                                                                          6,138
                                                                          
                                                                          
                                                                          $
                                                                          1,051,656
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          $
                                                                          (1,064,389
                                                                          )
                                                                          
                                                                          $
                                                                          (6,595
                                                                          )On
      January 12, 2007 issued2,000,000
      shares for license
                                                                            agreement
                                                                          
                                                                          
                                                                          2,000,000
                                                                          
                                                                          
                                                                          
                                                                          2,000
                                                                          
                                                                          
                                                                          
                                                                          498,000
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          500,000On
      February 26, 2007 issued100,000
      shares for
                                                                            employmentagreement
                                                                          
                                                                          
                                                                          100,000
                                                                          
                                                                          
                                                                          
                                                                          100
                                                                          
                                                                          
                                                                          
                                                                          89,000
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          99,000On
      March 14, 2007 issued200,000shares
      for license
                                                                            agreement
                                                                          
                                                                          
                                                                          2,000,000
                                                                          
                                                                          
                                                                          
                                                                          2,000
                                                                          
                                                                          
                                                                          
                                                                          1,558,000
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          1,560,000During
      first quarter issued625,300
      shares for cash
                                                                          
                                                                          
                                                                          625,300
                                                                          
                                                                          
                                                                          
                                                                          625
                                                                          
                                                                          
                                                                          
                                                                          263,775
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          264,000On
      April 25, 2007 issued 2,500,000shares
      for agreement
                                                                            to
      developproducts
                                                                          
                                                                          
                                                                          2,500,000
                                                                          
                                                                          
                                                                          
                                                                          2,500
                                                                          
                                                                          
                                                                          
                                                                          1,097,000
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          1,100,000On
      April 25, 2007 issued26,231,000
      for patents and
                                                                            contracts
                                                                          
                                                                          
                                                                          26,231,000
                                                                          
                                                                          
                                                                          
                                                                          26,231
                                                                          
                                                                          
                                                                          
                                                                          8,892,309
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          8,918,540Issued
      preferred stock for IDZIN
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          10,690
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          10,690On
      July 1,2007 issued 334,000shares
      for services
                                                                          
                                                                          
                                                                          334,000
                                                                          
                                                                          
                                                                          
                                                                          334
                                                                          
                                                                          
                                                                          
                                                                          116,566
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          116,900On
      July 19, 2007 issued 600,000shares
      for services
                                                                          
                                                                          
                                                                          600,000
                                                                          
                                                                          
                                                                          
                                                                          600
                                                                          
                                                                          
                                                                          
                                                                          164,400
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          165,000On
      July 24, 2007 issued 250,000shares
      for services
                                                                          
                                                                          
                                                                          250,000
                                                                          
                                                                          
                                                                          
                                                                          250
                                                                          
                                                                          
                                                                          
                                                                          62,250
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          62,500On
      September 1, 2007 issued50,000
      shares for services
                                                                          
                                                                          
                                                                          50,000
                                                                          
                                                                          
                                                                          
                                                                          50
                                                                          
                                                                          
                                                                          
                                                                          7,950
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          8,000On
      September 15, 2007 issued100,000
      shares for services
                                                                          
                                                                          
                                                                          100,000
                                                                          
                                                                          
                                                                          
                                                                          100
                                                                          
                                                                          
                                                                          
                                                                          19,900
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          20,000On
      November 3, 2007 issued125,000
      shares for services
                                                                          
                                                                          
                                                                          125,000
                                                                          
                                                                          
                                                                          
                                                                          125
                                                                          
                                                                          
                                                                          
                                                                          22,375
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          22,500On
      November 5, 2007 issued200,000
      shares for services
                                                                          
                                                                          
                                                                          200,000
                                                                          
                                                                          
                                                                          
                                                                          200
                                                                          
                                                                          
                                                                          
                                                                          35,800
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          36,000On
      November 28, 2007 issued200,000
      shares for services
                                                                          
                                                                          
                                                                          200,000
                                                                          
                                                                          
                                                                          
                                                                          200
                                                                          
                                                                          
                                                                          
                                                                          35,800
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          36,000Net
      (Loss) for year endedDecember
      31, 2007
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (1,140,828
                                                                          )
                                                                          
                                                                          
                                                                          (1,140,828
                                                                          )Balance
      as at December 31, 2007
                                                                          
                                                                          
                                                                          41,453,425
                                                                          
                                                                          
                                                                          
                                                                          41,453
                                                                          
                                                                          
                                                                          
                                                                          13,925,181
                                                                          
                                                                          
                                                                          
                                                                          10,690
                                                                          
                                                                          
                                                                          
                                                                          (2,205,217
                                                                          )
                                                                          
                                                                          
                                                                          11,772,107On
      April 15, 2008 issued 150,000 shares for services
                                                                            rendered
                                                                          
                                                                          
                                                                          150,000
                                                                          
                                                                          
                                                                          
                                                                          150
                                                                          
                                                                          
                                                                          
                                                                          34,350
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          34,500On
      April 17, 2008 issued 200,000 shares for services
                                                                            rendered
                                                                          
                                                                          
                                                                          200,000
                                                                          
                                                                          
                                                                          
                                                                          200
                                                                          
                                                                          
                                                                          
                                                                          43,800
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          44,000On
      April 17, 2008 issued 200,000 shares for services
                                                                            rendered
                                                                          
                                                                          
                                                                          250,000
                                                                          
                                                                          
                                                                          
                                                                          250
                                                                          
                                                                          
                                                                          
                                                                          36,000
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          36,250On
      August 28, 2008 the company issued stock for
                                                                            services
      rendered and to be rendered
                                                                          
                                                                          
                                                                          6,585,000
                                                                          
                                                                          
                                                                          
                                                                          6,585
                                                                          
                                                                          
                                                                          
                                                                          762,700
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          769,285On
      August 28, 2008 the company adjusted the common
                                                                            stock
      account to reconcile with shareholder list
                                                                          
                                                                          
                                                                          (112,499
                                                                          )
                                                                          
                                                                          
                                                                          (113
                                                                          )
                                                                          
                                                                          
                                                                          (10,012
                                                                          )
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (10,125
                                                                          )On
      September 30,2008 the company issued stock for
                                                                            cancellation
      of a note payable
                                                                          
                                                                          
                                                                          432,800
                                                                          
                                                                          
                                                                          
                                                                          433
                                                                          
                                                                          
                                                                          
                                                                          42,775
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          43,208On
      September 30,2008 the company issued stock for
                                                                            cancellation
      a note payable
                                                                          
                                                                          
                                                                          387,783
                                                                          
                                                                          
                                                                          
                                                                          387
                                                                          
                                                                          
                                                                          
                                                                          77,169
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          77,556Net
      (Loss) for year ended December 31, 2008
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (257,554
                                                                          )
                                                                          
                                                                          
                                                                          (257,554
                                                                          )Balance
      as at December 31, 2008
                                                                          
                                                                          
                                                                          49,346,509
                                                                          
                                                                          
                                                                          
                                                                          49,345
                                                                          
                                                                          
                                                                          
                                                                          14,911,963
                                                                          
                                                                          
                                                                          
                                                                          10,690
                                                                          
                                                                          
                                                                          
                                                                          (3,037,620
                                                                          )
                                                                          
                                                                          
                                                                          12,509,227The
      accompanying notes are an integral part of these consolidated financial
      statements.


F-4





METABOLIC
      RESEARCH, INC.CONSOLIDATED
      STATEMENTS OF CASH FLOWSfor
      the years ended December 31, 2008 and 2007December
      31,
                              
                              
                              December
      31,2008
                              
                              
                              2007Cash
      Flows from Operating Activities:Net
      Other Comprehensive (loss)
                              
                              $
                              (257,554
                              )
                              
                              $
                              (1,140,828
                              )Adjustments
      to Reconcile Net (Loss) toNet
      Cash Provided:Increase/(Decrease)
      in Accounts Receivable
                              
                              
                              57,928
                              
                              
                              
                              1,500Increase/(Decrease)
      in Other Current Assets
                              
                              
                              920,593
                              
                              
                              
                              54,471Increase/(Decrease)
      in Other Assets
                              
                              
                              (102,922
                              )
                              
                              
                              122,357Increase/(Decrease)
      in Accounts Payable
                              
                              
                              (29,765
                              )
                              
                              
                              (78,894
                              )Services
      received for stock
                              
                              
                              
                              
                              
                              
                              672,918Increase/(Decrease)
      in Other Liabilities
                              
                              
                              (214,079
                              )
                              
                              
                              (143,718
                              )Transactions
      not requiring cash:Interest
      paid with stock
                              
                              
                              10,216
                              
                              
                              
                              -Accrued
      Interest
                              
                              
                              
                              
                              
                              
                              2,476Services
      Contributed
                              
                              
                              -
                              
                              
                              
                              -Other
      Comprehensive Income
                              
                              
                              (463,225
                              )
                              
                              
                              -Depreciation
                              
                              
                              1,063
                              
                              
                              
                              -Net
      cash (used in) operating activities
                              
                              $
                              (77,745
                              )
                              
                              $
                              (509,718
                              )Cash
      flows from investing activities:Acquisition
      of property and equipment
                              
                              
                              9,809
                              
                              
                              
                              4,862Net
      cash (used in) investing activities
                              
                              
                              9,809
                              
                              
                              
                              4,862Cash
      flows from financing activities:Proceeds
      from loans payable
                              
                              
                              50,000
                              
                              
                              
                              70,000Bank
      overdraft
                              
                              
                              -
                              
                              
                              
                              -Repayment
      of loans payable
                              
                              
                              10,000
                              
                              
                              
                              5,000Proceeds
      from loans payable-officers
                              
                              
                              50,000
                              
                              
                              
                              71,200Repayment
      of loans payable-officers
                              
                              
                              (50,000
                              )
                              
                              
                              (17,015
                              )Capital
      contributions
                              
                              
                              -
                              
                              
                              
                              -Cash
      provided from merger
                              
                              
                              -
                              
                              
                              
                              125,000Common
      stock issued for cash
                              
                              
                              -
                              
                              
                              
                              263,775Net
      cash provided by financing activities
                              
                              
                              60,000
                              
                              
                              
                              517,960Net
      increase in cash and equivalents
                              
                              
                              (7,936
                              )
                              
                              
                              13,104Cash
      and equivalents at beginning of period
                              
                              
                              13,104
                              
                              
                              
                              -Cash
      and equivalents at end of period
                              
                              $
                              5,168
                              
                              
                              $
                              13,104The
      accompanying notes are an integral part of these consolidated financial
      statements.





F-5
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008


The
following footnotes have been revised to expand the disclosures: In note 2
"Prepaid Consulting Fees", and "Patent Assignments" were expanded; In note 8
"Derivative Liability" was expanded.








NOTE
      1.
            NATURE
      OF BUSINESS AND BASIS OF
PRESENTATION





Organization





The
Company was incorporated under the laws of the State of Nevada on April 23, 1999
as Dimgroup Inc. and is in the development stage. During 2001, the Company
changed its name to Datastand Technologies, Inc.





Until
January 12, 2007, we were focused on developing and marketing a database
containing fundamental corporate data on companies quoted on the OTCBB for the
purpose of selling licenses to the database's content to customers in a variety
of formats. However, the Board has recently resolved to change the focus of our
Company's business to the development of business opportunities within the
health care industry. We are now focused on investigating new technologies and
other business opportunities in the life sciences and health care
fields.





During
August 1999, the Company completed a reorganization with MAS Acquisition Corp.
VII (MAS) an Indiana corporation, whose assets consisted of intangibles of $39.
In conjunction therewith, MAS issued 5,111,880 shares of its restricted common
stock for all of the issued and outstanding common shares of the Company. This
reorganization will be accounted for as though it were a recapitalization of the
Company and issuance by the Company of 567,912 shares of common stock in
exchange for the net assets of MAS.





On
February 1, 2007, we changed our corporate name to Metabolic Research, Inc. On
April 27, 2007, the company incorporated in Nevada, filed its articles of merger
and redomiciled to Nevada.





Basis of
Presentation





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal
course of business. As noted above, the Company was a development stage company
and, accordingly, while generating substantial revenues from operations, it has
yet to generate profits.  Since its inception, the Company has been
substantially engaged in bringing its product and services to a state of
technical feasibility and commercial viability, incurring substantial costs and
expenses. As a result, the Company incurred net losses through December 31, 2008
aggregating $3,037,620. The Company's development activities since inception
have been financially sustained by a combination of contributions from the
founders and debt. The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the sale of common
stock and, ultimately, the achievement of significant operating revenues. The
accompanying financial statements do not include any adjustments that might be
required should the Company be unable to recover the value of its assets or
satisfy its liabilities.











F-6
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.





Principles
of Consolidation





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary. All significant intercompany accounts and transactions
have been eliminated.





Cash and
Cash Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.





Supplemental
      non cash disclosureServices
      for stock
                
                $
                622,069Interest
      paid with stock
                
                
                10,216





Revenue
Recognition





In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured.





During
the year ended December 31, 2007, the Company's revenues were from its new
fitness product to a variety of customers.  During 2008, The Company's
revenues are predominately from wholesalers.  One wholesale accounted
for more than 95% of total sales.  The Company's accounts receivable
are due from a same group of wholesalers December 31, 2008. The entire balance
is collected in 45 days, therefore an allowance was not necessary.





Prepaid
Consulting Fees





Prepaid
consulting fees resulted from the issue of stock for services during 2008. The
services were valued at the trading value of the stock issued on the date of
issue.  The prepaid fees are being amortized over the life of the
consulting agreements.  There was $80,542 and $0 amortized in the
years ending December 31, 2008 and 2007, respectively.





Property
and Equipment





Property
and equipment are depreciated or amortized using the straight-line method over
the following estimated useful lives:





Furniture
and office equipment      5 years





Advertising
Costs





The
Company expenses all costs of advertising as incurred.  Advertising
costs were incurred during the periods presented.





Patent
Assignments





Patent
assignments result from the issue of stock for patent assignments during
2007.  The transactions were valued at the trading value on the date
of issue.  The value of these assets at December 31, 2008 was
$10,255,152.  The patents cover the products developed by the company
and have been determined by management at present to be intangible assets not
subject to amortization.  Impairment was tested at year end and no
adjustment of the value was necessary.





Web
Development Costs





The web
site will be comprised chiefly of advertising, with very little value and is
unauditable.  In connection with the development of its products, the
Company will incur external costs for hardware, software, and consulting
services, and internal costs for payroll and related expenses of its technology
employees directly involved in the development. All hardware costs will be
capitalized. Purchased software costs will be capitalized in accordance with
Statement of Position 98-1 Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. All other costs will be reviewed for
determination of whether capitalization or expense as product development cost
is appropriate.


F-7
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)





Fair
Value of Financial Instruments





Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008.
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash (bank
overdraft) and accounts payable and accrued expenses. Fair values were assumed
to approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values or they
are receivable or payable on demand.





Impairment
of Long Lived Assets





Long
lived assets and certain identifiable intangibles held and used by the Company
are reviewed for possible impairment whenever events or circumstances indicate
the carrying amount of an asset may not be recoverable or is
impaired.





Comprehensive
Income





The
Company follows Statement of Financial Accounting Standards ("SFAS") 133 ,
"Reporting Comprehensive Income". SFAS 133 establishes standards for
reporting and display of comprehensive income and its components in the
financial statements.





Segment
Reporting





The
Company follows SFAS 131, "Disclosures About Segments of an Enterprise and
Related Information." The Company operates as a single segment and will evaluate
additional segment disclosure requirements as it expands its
operations.








Income
Taxes





The
Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.





F-8
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)





Net
(Loss) Per Common Share





The
Company calculates net income (loss) per share as required by SFAS 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti
dilutive.





Recent
Pronouncements





In
February 2006, the FASB issued FASB Statement No. 155, which is an amendment of
FASB Statements No. 133 and 140. This Statement; a) permits fair value
re-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, b) clarifies which
interest-only strip and principal-only strip are not subject to the requirements
of Statement 133, c) establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives, e) amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
Statement is effective for financial statements for fiscal years beginning after
September 15, 2006. Earlier adoption of this Statement is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued any
financial statements for that fiscal year. Management believes this Statement
will have no impact on the our financial statements once adopted.





In March
2006, the FASB issued FASB Statement No. 156, which amends FASB Statement No.
140. This Statement establishes, among other things, the accounting for all
separately recognized servicing assets and servicing liabilities. This Statement
amends Statement 140 to require that all separately recognized servicing assets
and servicing liabilities be initially measured at fair value, if practicable.
This Statement permits, but does not require, the subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value.
An entity that uses derivative instruments to mitigate the risks inherent in
servicing assets and servicing liabilities is required to account for those
derivative instruments at fair value. Under this Statement, an entity can elect
subsequent fair value measurement to account for its separately recognized
servicing assets and servicing liabilities. By electing that option, an entity
may simplify its accounting because this Statement permits income statement
recognition of the potential offsetting changes in fair value of those servicing
assets and servicing liabilities and derivative instruments in the same
accounting period. This Statement is effective for financial statements for
fiscal years beginning after September 15, 2006. Earlier adoption of this
Statement is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued any financial statements for that fiscal year.
Management believes this Statement will have no impact on the our financial
statements once adopted.





FASB 157
- Fair Value Measurements





In
September 2006, the FASB issued FASB Statement No. 157. This Statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is a relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practices. This Statement is effective for financial statements
for fiscal years beginning after November 15, 2007. Earlier application is
permitted provided that the reporting entity has not yet issued financial
statements for that fiscal year. Management believes this Statement will have no
impact on our financial statements once adopted.





F-9
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      3.
            PROPERTY
      AND EQUIPMENT





Cost
                    
                    
                    DepreciationOffice
      Furniture and Equipment
                    
                    $
                    3,304
                    
                    
                    
                    360Communications
      Equipment
                    
                    $
                    6,507
                    
                    
                    
                    706





NOTE
      4.
            ADVANCES
      PAYABLE - RELATED PARTY





The
balance represents short-term advances to the Company from a major stockholder,
officer and director. The advances are non-interest bearing and are due on
demand.





NOTE
      5.
            STOCKHOLDERS'
      (DEFICIT)





During
November 2004 the Company effected a one for three reverse stock split and
during February 2000 the Company affected a two for one forward stock split. All
share and per share amounts have been restated to give effect to these
splits.





At
inception the Company issued 5,111,880 shares of its $.001 par value stock to
officers and directors for cash aggregating $100.





The
shareholders of the Company contributed the following to the capital of the
Company during the year ended December 31, 1999.





Furniture
      and office equipment
                  
                  $
                  2,616Payment
      of operating expenses
                  
                  
                  1,158Cash
                  
                  
                  2,500$
                  6,274





During
the year ended December 31, 2000, the Company issued 3,333 shares of common
stock in exchange for services valued at $10,000 which management believes is
the fair value of the services provided.





During
April 2000, 153,333 of the shares of common stock issued pursuant to the
recapitalization described in Note 1 were returned to the Company and
cancelled.





During
December 2001, the Company issued 533,333 shares of common stock for services
pursuant to a Form S-8. These shares were valued at their fair market value on
the date of issuance of $224,000.





During
May 2002, the Company issued 33,333 shares of common stock for cash aggregating
$10,340 pursuant to a private placement.





During
December 2003, officers of the Company contributed an aggregate of $575,621 in
unpaid salaries and other amounts due to them to the capital of the
Company.





During
2004, certain officers contributed an aggregate of $4,500 in services and $1,500
in cash to the capital of the Company.  On January 12, 2007, the
Company issued 2,000,000 shares of common stock as consideration for the North
American nutraceutical license agreement. The Company valued the shares at
$500,000 ($0.25 per share) based upon the closing market value on that
date.





On March
14, 2007, the Company issued 2,000,000 shares of common stock as consideration
for the European nutraceutical license agreement.  The Company valued
the shares at $1,500,000 ($0.75) per share) based upon the closing market value
on that date.





On
February 26, 2007, the Company entered into an employment agreement with David
P. Summers, to serve as Chief Operating Officer.  Dr. Summers did not
receive any compensation for his services under that agreement.





F-10
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      5.
            STOCKHOLDERS'
      (DEFICIT) (continued)





On
February 26, 2007, the Company entered into an employment agreement with David
Brown to serve as Chief Financial Officer. Mr. Brown received 100,000 shares of
common stock in full compensation for his services rendered under the
agreement.  The agreement has been terminated without cause. The
Company valued the shares at $99,000 ($0.99 per share) based upon the closing
market value on that date.





On
February 23, 2007, the Company entered into a Strategic Alliance Agreement with
Partners In Science Holdings, Inc. under which each of the parties cooperated by
each inserting the other party's products into its marketing and distribution
channels.





In March
2007 we raised $264,400 through private placements in which we issued 625,300
restricted shares





On May 16
2007, the Company entered into an agreement to issue 26,231,000 shares of the
Company's common stock for certain patents and contracts of Partners in Science
Holdings, Inc., superseding the February 23, 2007 agreement.


The
Company valued the shares based upon the closing market value on that
date.





On May
18, 2007, the Company entered into an agreement to issue 10,690,000 shares of
the Company's non-trading preferred stock, at $0.001 par value for acquisition
of IDZIN, Inc. an internet marketing company as a wholly owned subsidiary of the
company.





On May18
2007 the Company entered into a consulting agreement with an individual, Dr. Rob
Shorr for technical formulation consulting services to the
Company.   Dr. Shorr will receive $2,500 monthly. The Company
issued 250,000 shares of the Company's common stock in exchange for these
services.





On May
18, 2007 the Company entered into a consulting agreement with an individual
James Slayton to provide certain management consulting services to the Company.
The Company is obligated to issue 200,000 shares of the Company's common stock
in exchange for these services.





On May
18, 2007 the Company entered into an agreement with Business Accounting Services
to provide certain accounting services to the Company.





On June
15, 2007 the Company entered into a consulting agreement with an individual, Mr.
Ernest Muller to provide certain consulting services to the
Company.  The Company issued 334,000 shares of the Company's common
stock in exchange for these services.





On July
1, 2007 the Company entered into an employment agreement with an individual, K.
C. Quintana, to manage day to day operations of IDZIN, Inc. as an operating
division of the Company. The Company issued 600,000 shares of the Company's
common stock in exchange for these services.





On July
23, 2007 the Company entered into an agreement with Gabrielle Behrmann to
facilitate funding and or financing for the Company. The Company issued 250,000
shares of the Company's common stock in exchange for these
services.





On July
24, 2007, the Company signed an unsecured debenture for $70,000 due January 23,
2008.  The debenture is convertible at a minimum of 20 cents and a
maximum of 80 cents based on 70% of the average trading price for 20 days prior
to conversion.





On August
1, 2007 the Company entered into an agreement with Stemfit LLC to provide
warehouse facilities and fulfillment services to the company.  The
contract is on a cash "piece rate" basis.





F-11
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      5.
            STOCKHOLDERS'
      (DEFICIT) (continued)





On August
1, 2007 the Company entered into an agreement with Hrkach Marketing LLC for
creation, implementation, and administration of the company's internet content.
The Company is obligated to issue 200,000 shares of the Company's common stock
in exchange for these services.





On
September 1, 2007 the Company entered into an agreement with Profound Fitness
Inc. to conduct both informal and formal studies on the efficacy of the
Company's products. The Company issued 50,000 shares of the Company's common
stock in exchange for the first phase of these services.  Upon
completion of the final phase of these services in 2008, the Company will issue
125,000 shares of its common stock.





On
September 15, 2007 the Company entered into an agreement with Interactive
Consulting Services for business advisory consulting services.  The
Company issued 250,000 shares of the Company's common stock in exchange for
these services.





On
November 3, 2007 the Company signed an unsecured debenture for $50,000 due
January 23, 2008.  The debenture is convertible at the rate of 20
cents. The Company issued 125,000 shares of the Company's common stock in
conjunction with the debenture.





In April
2008, the Company issued 350,000 shares of its common stock for services to be
rendered.





In May
2008, the Company issued 250,000 shares of its common stock for services to be
rendered.





On or
about August 28, 2008, the Company issued 7,185,000 shares of common restricted
stock for services rendered and to be rendered





On or
about September 30, 2008, the Company issued 820,583 for cancellation of its two
notes payable.





All
shares were issued at the stocks market or trading value on the date of
issue.  The date of issue was the date the contract was signed or
final conditions met.





NOTE
      6.
            INCOME
      TAXES





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.





The
Company currently has net operating loss carryforwards aggregating approximately
$3,037,620, which expire at various dates through 2027. The deferred tax asset
of approximately $244,215 related to this carryforward has been fully
reserved.





The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as
follows:





Income
      tax provision atthe
      federal statutory rate
                  
                  
                  34
                  %Effect
      of operating losses
                  
                  
                  (34)
                  %0
                  %





F-12
 
 METABOLIC
RESEARCH, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Continued)


NOTE
      7.
            LONG
      TERM COMMITTMENTS





The
company rented the office warehouse space starting in July 2008. The term is for
three years ending, June, 2011.  Rent is 2357 per month.





Rent
                    per
      month
                    
                    2008
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    20111st
      half
                    
                    
                    -0-
                    
                    
                    
                    14,142
                    
                    
                    
                    14,532
                    
                    
                    
                    15,2582nd
      half
                    
                    
                    14,142
                    
                    
                    
                    14,532
                    
                    
                    
                    15,258





NOTE
      8.
            DERIVATIVE
      LIABILITY





The
derivative liability measures the company’s liability at the end of the
reporting period for the value of the warrants. These warrants were a result
of its multiyear consulting contracts with common stock issued as compensation.
The derivative liability was calculated using models approximating Black-Scholes
methodologies. The company is obligated to issue an additional 13,226,000
shares of its common stock (restricted) over the next three years per
the consulting contracts issued in 2008. Any gain and losses are
resulting from the calculation  are reported within other
comprehensive income as required by SFAS 133.





NOTE
      9.
            SUBSEQUENT
      EVENTS





On
November 20, 2008, the Lawsuit was commenced by Mr. Summers alleging that
defendants MTBR, T. W. Owen, Robert Bakker and K. C. Quintana (collectively the
"Parties") wrongfully removed him as an officer and director of MTBR, amongst
other claims.  Defendants MTBR, Ms. Owen, Mr. Bakker and Mr. Quintana
counterclaimed against Mr. Summers alleging, amongst other claims, breach of
fiduciary duty by Mr. Summers.





The
Parties entered into the Settlement Agreement on March 25, 2009.  In
accordance with the terms and conditions of the Settlement Agreement, Mr.
Summers resigned as an officer and director of MTBR and his employment agreement
was terminated.








F-13