SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                                   (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
          [ ] 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                                  (I.R.S. Employer
of incorporation or organization)                            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 [ ]

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 [ ]

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 [ ]

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 [ ] No [x].

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I
    Item 1.     Description of Business.....................................   3
    Item 2.     Description of Property.....................................   5
    Item 3.     Legal Proceedings...........................................   5
    Item 4.     Submission Of Matters To A Vote Of Security Holders.........   5

PART II
    Item 5.     Market For Common Equity And Related Stockholder Matters....   5
    Item 6.     Management's discussion and analysis or plan of operation...   6
    Item 7.     Financial Statements........................................   8
    Item 8.     Changes In And Disagreements With Accountants On Accounting
                  And Financial Disclosure..................................   8
    Item 8a.    Controls And Procedures.....................................   8
    Item 8b.    Other Information...........................................   8

PART III
    Item 9.     Directors, Executive Officers, Promoters
                  And Control Persons; Compliance With
                  Section 16(A) Of The Exchange Act ........................   9
    Item 10.    Executive Compensation......................................   9
    Item 11.    Security Ownership Of Certain Beneficial Owners
                  And Management............................................  10
    Item 12.    Certain Relationships And Related Transactions; Director
                   Independence.............................................  10
    Item 13.    Exhibits....................................................  11
    Item 14.    Principal Accountant Fees And Services......................  12

SIGNATURES..................................................................  12


<PAGE>
                                     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.

                                 Page 3
<PAGE>

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.

                                 Page 4

<PAGE>

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             HIGH
--------------------                ---             ----

March 31, 2007                     $0.12           $0.98

June 30, 2007                      $0.26           $0.64

September 30, 2007                 $0.125          $0.35

December 31, 2007                  $0.07           $0.21

March 31, 2008                     $0.06           $0.20

June 30, 2008                      $0.06           $0.45

September 30, 2008	           $0.04           $0.15

December 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.

                                 Page 5
<PAGE>

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.

                                 Page 6

<PAGE>

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.

                                 Page 7

<PAGE>

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

                                       Page 8
<PAGE>

                                    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 Officer
KC 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.

                                       Page 9
<PAGE>

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    PERCENT
   OF MORE THAN 5%                   OWNERSHIP          OF CLASS

David P. Summers                    7,585,466 (1)           12.8%
T.W. Owen                           7,935,000 (2)           13.4%
Cede & Co.                         14,376,924               24.3%
K. C. Quintana	                    8,152,000 (3)           13.8%

(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.

                                       Page 10
<PAGE>

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, 1999

     3.3     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 Principal Executive and Principal Financial
              Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under
              the Securities Exchange Act.

     32.1     Certification of Principal Executive and Principal Financial
              Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
              (18 USC 1350).

                                       Page 11
<PAGE>

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: April 14,2009                /s/ Robert Bakker
                             -----------------------------------
                                       Robert Bakker
                                        President
                                 Chief Executive Officer

                                     /s/ T. W. Owen
                              ----------------------------------
                                         T. W. Owen
                                         Treasurer
                                  Chief Financial Officer

<PAGE>

                            METABOLIC RESEARCH, INC.
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

                               CONTENTS
                                                                       Page

Independent Auditor's Report..........................................F - 1

Consolidated Balance Sheet as December 31, 2008.......................F - 2

Consolidated Statements Of Operations
for the years ended December 31, 2008 and 2007........................F - 3

Consolidated Statement Of Changes In Stockholders' Equity (Deficit)
December 31, 2008.....................................................F - 4

Consolidated Statements Of Cash Flows
for the years ended December 31, 2008 and 2007........................F - 5

Notes to Financial Statements.........................................F - 6


<PAGE>

Pollard-Kelley Auditing Services, Inc.
Auditing Services               4500 Rockside Rd. #450, Independence, OH 44333
                                                                  330-836-2558

               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 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.

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 its 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



<PAGE>

                            METABOLIC RESEARCH, INC.
                          CONSOLIDATED BALANCE SHEET
                       as of December 31, 2008 and 2007
<TABLE>
<CAPTION>
<S>                                                           <C>              <C>
                                                              December 31,     December 31,
                                                                 2008              2007

ASSETS:
Current Assets
Cash in Bank                                                  $      5,186     $     13,104
Petty Cash Fund                                                      1,000            1,000
Accounts Receivable                                                 57,928                -
Inventory                                                          229,964           29,850
Deposits                                                             2,450                -
Prepaid Consulting Fees                                            803,493                -
Prepaid Financing  Fees                                             21,693           23,621
                                                              ------------     ------------
     Total Current Assets                                     $  1,121,696     $     67,575

Other Assets
Fixed Assets (net of depreciation)                            $      8,745     $          -
Notes Receivable                                              $          -     $    111,667
License                                                          1,560,000        2,060,000
Investments                                                         10,690           10,690
Patents Assignments                                             10,255,152        9,755,152
                                                              ------------     ------------
     Total Other Assets                                       $ 11,834,587     $ 11,937,509
                                                              ------------     ------------
                                                              ------------     ------------

     Total Assets                                             $ 12,956,283     $ 12,005,084
                                                              ------------     ------------
                                                              ------------     ------------

LIABILITIES AND STOCKHOLDERS'EQUITY:
Current Liabilities
Accounts Payable                                              $     79,231     $     89,259
Payroll Tax Liability                                               23,353                -
Credit Cards                                                        16,440                -
Royalties Payable                                                  164,656                -
Advances from Related Parties                                        9,692           71,200
Note-Debenture                                                           -           72,476
Due Directors                                                       85,326                -
Derivative Liability                                                68,358               42
                                                              ------------     ------------
     Total Current Liabilities                                $    447,056     $    232,977
                                                              ------------     ------------
                                                              ------------     ------------

Stockholders' Equity
Preferred stock - $0.001 par value, 50,000,000 shares
     authorized:  10,690,000 issued and outstanding           $     10,690    $     10,690
Common stock - $0.001 par value, 200,000,000 shares
     authorized:  41,453,425 shares issued and outstanding          49,345          41,453
     12/31/07 and 49,346,509 on 12/31/08
Additional paid in capital                                      14,911,963      13,925,181
Retained earnings or Deficit accumulated during
development state)                                              (2,462,771)     (2,205,217)
                                                              ------------    ------------
     Total Stockholders' Equity                               $ 12,509,227    $ 11,772,107
                                                              ------------    ------------
     Total Liabilities And Stockholders' Equity               $ 12,956,283    $ 12,005,084
                                                              ------------    ------------
                                                              ------------    ------------

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

</TABLE>

                                           F - 2

<PAGE>

                              METABOLIC RESEARCH, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 for the years ended December 31, 2008 and 2007,

<TABLE>
<CAPTION>
<S>                                       <C>              <C>
                                          December 31,     December 31,
                                              2008             2007

Revenues                                  $ 2,783,010      $    54,026
Cost of Sales                                 636,350           21,251
                                          -----------      -----------
     Net Revenues                           2,146,660           32,775

Operating  Expenses:
     Consulting Expenses                      816,304          510,905
     Advertising Expense                      587,393                -
     Board of Directors Expense               182,000          102,000
     Depreciation                               1,063                -
     General and administrative             1,270,463          586,468
                                          -----------      -----------
        Total Operating Expenses          $ 2,857,223      $ 1,199,373
                                          -----------      -----------

Net Operating (loss)                      $  (710,563)     $(1,166,598)


Other Expenses:
     Interest income                      $         -      $     4,667
     Interest expense                         (10,216)          (3,968)
                                          -----------      -----------
Total Other Expenses                          (10,216)             709
                                          -----------      -----------
Net 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           25,061

                                          -----------      -----------
Net 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       32,695,292

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

</TABLE>
                                           F - 3

<PAGE>

                            METABOLIC RESEARCH, INC.
                      (f/k/a DATASTAND TECHNOLOGIES, INC.)
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      For the period ended December 31, 2008

<TABLE>
<CAPTION>
                                                      PAR
                                                     VALUE                                                             TOTAL
                                       NUMBER OF       OF         ADDITIONAL                         RETAINED        STOCKHOLDERS'
                                        COMMON       COMMON         PAID-IN         Preferred        EARNINGS          EQUITY
                                        SHARES       SHARES         CAPITAL           Stock          (DEFICIT)        (DEFICIT)
                                     ----------      -------      -----------      -----------      ------------     ------------
<S>                                  <C>             <C>          <C>              <C>              <C>              <C>

Balance as at December 31, 2006       6,138,125      $ 6,138      $ 1,051,656                       $(1,064,389)     $     (6,595)
                                     ----------      -------      -----------      -----------      -----------      ------------
On January 12, 2007 issued
   2,000,000 shares for license
   agreement                          2,000,000        2,000          498,000                                             500,000

On February 26, 2007 issued
   100,000 shares for employment
   agreement                            100,000          100           89,000                                              99,000

On March 14, 2007 issued 200,000
   shares for license agreement       2,000,000        2,000        1,558,000                                           1,560,000

During first quarter issued
   625,300 shares for cash              625,300          625          263,775                                             264,000

On April 25, 2007 issued 2,500,000
   shares for agreement to develop
   products                           2,500,000        2,500        1,097,000                                           1,100,000

On April 25, 2007 issued
   26,231,000 for patents and
   contracts                         26,231,000       26,231        8,892,309                                           8,918,540

Issued preferred stock for IDZIN                                                        10,690                             10,690

On July 1,2007 issued 334,000
   shares for services                  334,000          334          116,566                                             116,900

On July 19, 2007 issued 600,000
   shares for services                  600,000          600          164,400                                             165,000

On July 24, 2007 issued 250,000
   shares for services                  250,000          250           62,250                                              62,500

On September 1, 2007 issued
   50,000 shares for services            50,000           50            7,950                                               8,000

On September 15, 2007 issued
   100,000 shares for services          100,000          100           19,900                                              20,000

On November 3, 2007 issued
   125,000 shares for services          125,000          125           22,375                                              22,500

On November 5, 2007 issued
   200,000 shares for services          200,000          200           35,800                                              36,000

On November 28, 2007 issued
   200,000 shares for services          200,000          200           35,800                                              36,000

Net (Loss) for year ended
   December 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)       11,772,107
                                     ----------      -------      -----------      -----------      -----------      ------------
                                     ----------      -------      -----------      -----------      -----------      ------------
On April 15, 2008 issued 150,000
   shares for services rendered         150,000          150           34,350                                              34,500

On April 17, 2008 issued 200,000
   shares for services rendered         200,000          200           43,800                                              44,000

On April 17, 2008 issued 200,000
   shares for services rendered         250,000          250           36,000                                              36,250

On August 28, 2008 the company
   issued stock for services
   rendered and to be rendered        6,585,000        6,585          762,700                                             769,285

On 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                                              43,208

On September 30,2008 the company
   issued stock for cancellation
   of a note payable                    387,783          387           77,169                                              77,556

Net (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)       12,509,227
                                     ----------      -------      -----------      -----------      -----------        ----------
                                     ----------      -------      -----------      -----------      -----------        ----------

              The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                           F - 4

<PAGE>

                             METABOLIC RESEARCH, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the years ended December 31, 2008 and 2007,

<TABLE>
<CAPTION>
<S>                                                        <C>             <C>

                                                           December 31,    December 31,
                                                                2008         2007

 Cash Flows from Operating Activities:
      Net Other Comprehensive (loss)                       $  (257,554)    $(1,140,828)
                                                           -----------     -----------
 Adjustments to Reconcile Net (Loss) to
 Net Cash Provided:
      Increase/(Decrease) in Accounts Receivable                57,928           1,500
      Increase/(Decrease) in Other Current Assets              920,593          54,471
      Increase/(Decrease) in Other Assets                     (102,922)        122,357
      Increase/(Decrease) in Accounts Payable                  (29,765)        (78,894)
      Services received for stock                                              672,918
      Increase/(Decrease) in Other Liabilities                (214,079)       (143,718)
Transactions not requiring cash:
      Interest paid with stock                                  10,216               -
      Accrued Interest                                                           2,476
      Services 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           4,862
                                                           -----------     -----------
        Net cash (used in) investing activities                  9,809           4,862
                                                           -----------     -----------
Cash flows from financing activities:
        Proceeds from loans payable                             50,000          70,000
        Bank overdraft                                               -               -
        Repayment of loans payable                              10,000           5,000
        Proceeds from loans payable-officers                    50,000          71,200
        Repayment of loans payable-officers                    (50,000)        (17,015)
        Capital contributions                                        -               -
        Cash provided from merger                                    -         125,000
        Common stock issued for cash                                 -         263,775
                                                           -----------     -----------
        Net cash provided by financing activities               60,000         517,960
                                                           -----------     -----------

Net increase in cash and equivalents                            (7,936)         13,104
Cash and equivalents at beginning of period                     13,104               -
                                                           -----------     -----------
Cash and equivalents at end of period                      $     5,168     $    13,104
                                                           -----------     -----------
                                                           -----------     -----------

              The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                           F - 5

<PAGE>

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

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

<PAGE>


                             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 disclosure
	Services for stock		$622,069
        Interest 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.

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.

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

<PAGE>
                             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") 130,
"Reporting Comprehensive Income". SFAS 130 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

<PAGE>

                             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

<PAGE>

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

NOTE 3.  PROPERTY AND EQUIPMENT
						Cost		Depreciation
Office Furniture and Equipment			$3,304		  360
Communications 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                    $2,616
         Payment of operating expenses                      1,158
         Cash                                               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

<PAGE>

                             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

<PAGE>

                             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 at
          the federal statutory rate                        34%
         Effect of operating losses                        (34)%
                                                           ---
                                                             0%
                                                           ---
                                                           ---
                                        F - 12

<PAGE>

                             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     2011
	1st half         -0-   14,142   14,532   15,258
        2nd half      14,142   14,532   15,258

NOTE 8  DERIVATIVE LIABILITY

The company has derivative liabilities as a result of its multiyear consulting
contracts with common stock issued as compensation.  The derivative liablity
was calculated using models approximating Black-Scholes methodoglies.  The
Company is obligated to issue an additional 13,226,000 shares of the company's
common stock(restricted) over the next three years per consulting contracts
issued in 2008.

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