UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549




FORM
10-K




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




For the
fiscal year ended September 30,
2008




OR




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




For the
transition period from _______________ to ______________________




Commission
file number 0-20769




Market
& Research Corp.


(Exact
name of Registrant as specified in its charter)




Delaware
                
                22-3341195(State
      or other jurisdiction of
                
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)




137 Rowayton Avenue Suite
110 Rowayton CT 06853


(Address
of Principal Executive Offices with Zip Code)




Registrant’s
telephone number, including area code (203)
866-1013




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class
                  Name
      of each exchange on which registeredNone
                  None




Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $0.01 par
value


(“Common
Stock”)




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 o  No  x




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. o




Indicate
by check mark whether the Registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2)  Yes o  No x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes xNo o





Issuer’s
revenues for its most recent fiscal year: September 30, 2008 = $0





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such common equity, as of a specific date
within the past 60 days.  (see definition of affiliate in Rule 12b-2
of the Exchange Act.)




The
aggregate market value of the Registrant’s Common Stock held by non-affiliates
of the Registrant as of January 8, 2009, was approximately
$1,866,000.




Indicate
the number of shares outstanding of each of the Registrant’s classes of common
stock, as of the latest practicable date.




As of
January 13, 2009, there were 19,066,071 shares of the Registrant’s Common Stock
outstanding.









PART
I.
 
 CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
 
 Some of
the statements of Market & Research Corp. (the “Company” or “MRC”) included
in this Report, including matters discussed under the captions “Legal
Proceedings” in Part I, Item 3, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part II, Item 7 are
"forward-looking statements."  Forward-looking statements include
statements about the business strategies of Market & Research Corp., and
other statements that are not historical facts.  The words
"anticipate," "estimate," "project," "intend," "expect," "believe," "forecast"
and similar expressions are also intended to identify forward-looking
statements, but some of these statements may use other
phrasing.  These forward-looking statements are not guarantees of
future performance and are subject to a number of risks, uncertainties and other
factors that could cause the Company's actual results, performance or
achievements to differ materially from those expressed or implied by these
forward-looking statements.  These factors include, among other
things:
 
 ·
              we
      may be unable to implement key elements of our business
      strategy;
 
 ·
              we
      may have insufficient capital to acquire additional
      businesses;
 
 ·
              we
      may be unable to retain key
personnel;
 
 Many of
these factors are beyond our ability to control or predict, and readers are
cautioned not to put undue reliance on such forward-looking
statements.  We disclaim any obligation to update or revise publicly
or otherwise any forward-looking statements to reflect subsequent events, new
information or future circumstances, except as required by law.
 
 Item
1.  Business
  Market
& Research Corp. is currently a dormant company with no revenues or
operations.
  History
  The
Company, which was incorporated November 10, 1994, was a manufacturer, designer,
importer and wholesaler of men's shoes.  In 1999, the Company ceased
all operations and has remained in a dormant state since such
date.  The Company has identified certain investments and is in the
process of securing funds to acquire those investments and commence
operations.  There is no guarantee that the Company will secure the
necessary financing to operate or to acquire assets.
  On
October 17, 2005, a majority of shareholders passed a resolution to increase the
number of authorized common shares to 250,000,000.  On January 30,
2006 the holders of a majority of the outstanding common stock of the Company
passed a resolution to increase the number of authorized common shares from
250,000,000 to 1,500,000,000.  The purpose of these resolutions was to
create a sufficient number of shares of common stock to allow the Company to
settle its last remaining liability and to commence operations.
  - 1
-
 
 On March
28, 2006 the Company acquired all the stock of LifeHealthCare, Inc. (LHC) a
Delaware corporation by issuing 4,000,000 shares of the Company’s common
stock.  LHC’s value was set at $1,200,000 based on the market value of
the Company’s shares issued.  LHC focused on the dental and healthcare
marketplace.  LHC had no revenue and required a significant amount of
financing in order to commence operations.  The Company does not have
access to the necessary financing at this time.  If financing is not
obtained, LHC will not be able to commence operations.  There was no
certainty that even with financing, LHC would be able to commence operations or
obtain profitable status.  Management primarily focused its attention
on the reorganization of Market & Research Corp. in order to prepare the
Company for capital raising activities.
 
 On
December 18, 2007 the Company filed a Schedule 14 (C) with the Security and
Exchange Commission announcing the approval by a majority of shareholders of the
following:
  A reverse Stock split of
150:1.  As a result of the reverse split, the number of authorized and
issued shares of common stock will be reduced to 9,991,072 from
1,498,612,518.
  A reduction of the authorized number of
common stock from 1,500,000,000 to 150,000,000.
  An amendment to change the name of the
Company from Cable & Co. Worldwide, Inc. to Market & Research
Corp.
  Each of
these steps have been approved by the board of directors and became effective
April 21, 2008, and all have been reflected in the financial statements and this
document.
 
 On
September 12, 2008, the Company distributed all the stock of LHC in the form of
a dividend to the shareholders of the Company.  As a result of the
dividend, LHC was no longer a subsidiary of the Company and became a separate
reporting company.
 
 Recent
Transactions
 
 The
Company has entered into three definitive Purchase Agreements each of which is
in full force and effect.
  On
November 12, 2007, the Company entered into a Stock Purchase Agreement (the
“Purchase
Agreement”) with Andrew Perlmutter and David Weiss (collectively, the
“Shareholders”). The
consummation of the stock purchase pursuant to the Purchase Agreement (the
“Stock
Purchase”) is subject to certain conditions set forth in the Purchase
Agreement, including the continued accuracy of the representations and
warranties made by all parties thereto and the parties’ continuing due diligence
review.  Upon the closing of the Stock Purchase, the Company will
purchase, and the Shareholders will sell, all of the shares (the “Shares”) of
InMarketing Corp., a New Jersey corporation (“InMarketing”), to the
Company.  InMarketing is in the business of designing proprietary
software that provides a unique database-driven program to help companies build
employee incentive programs.
 
 The
Company has agreed to purchase the Shares for $6,121,185.  Fifty
percent (50%) of the purchase price will be paid upon the closing of the Stock
Purchase, and the remaining fifty percent (50%) will be paid to the Shareholders
pursuant to certain promissory notes issued by the Company.  Upon the
closing of the Stock Purchase, the Shares will be held in escrow, until the
purchase price has been paid in full.
 
 As of
November 5, 2007, the Company entered into a Stock Purchase Agreement (the
“Aspen Purchase
Agreement”)  with Frank H. Schaller, Robert E. Hall, Paul K.
Cowhig III, Matthew A. Lambert, and Sherrie L. Smith (collectively, the “Aspen
Shareholders”).   Although the agreement to purchase Aspen
expired on February 1, 2008, a majority of the Aspen Shareholders have agreed to
remain bound to the same terms to be purchased with no specified termination
date.
  - 2
-
 
 The stock
purchase pursuant to the former Aspen Purchase Agreement (the “Aspen Stock Purchase”
was subject to certain conditions set forth in the Aspen Purchase Agreement,
including the continued accuracy of the representations and warranties made by
all parties thereto and the parties’ continuing due diligence
review.  Upon the closing of the Aspen Stock Purchase, the Company had
agreed to purchase, and the Aspen Shareholders had agreed to sell, all of the
shares (the “Aspen
Shares”) of Quantum Research Services, Inc., d/b/a Aspen Media and Market
Research, Ltd., a Colorado corporation (“Aspen”), to the
Company.  Aspen is in the business of providing market research
services, including: (i) research field services; (ii) circulation –
subscription renewal and acquisitions; (iii) sales lead qualification program
and specialized services; (iv) relational database creation and list
consolidation; and (v) print-to-electronic file conversion.
 
 The
Company had previously agreed to purchase the Aspen Shares for
$2,041,976.  Fifty percent (50%) of the purchase price for the Aspen
Shares would have been paid upon the closing of the Aspen Stock Purchase, and
the remaining fifty percent (50%) would have been paid to the Aspen Shareholders
pursuant to the terms of certain promissory notes (the “Notes”) issued by the
Company.  At closing, the Notes shall be secured by the Company’s
pledge of the Aspen Shares between the Company and the Aspen
Shareholders.
 
 On April
30, 2008, the Company entered into a Purchase and Sale of Assets Agreement (the
“Purchase
Agreement”) with Precision Opinion, Inc., a Nevada Corporation (“Precision”), and
James Medick, Michael France, and Edward Wilson, being all of the shareholders
of Precision (collectively, the “Shareholders”).
 
 The
consummation of the purchase by the Company of substantially all of Precision’s
assets, properties and contractual rights (the “Assets”) pursuant to
the Purchase Agreement (the “Asset Purchase”) is
subject to certain conditions set forth in the Purchase Agreement, including the
continued accuracy of the representations and warranties made by all parties
thereto and the parties’ continuing due diligence review. Upon the closing of
the Asset Purchase, the Company will purchase, and Precision will sell, all of
the assets of Precision to the Company. Precision operates a market research and
opinion polling business based in Las Vegas, Nevada.
 
 The
Company will purchase the Assets for the sum of: (i) Five Hundred Sixty-Eight
Thousand Three Hundred and Ten Dollars ($568,310) (the “Initial Payment”);
plus (ii) the
amount (if any) equal to the additional loans made by the Shareholders to
Precision, plus accrued interest on any such loans at the rate of eight percent
(8%) per annum, on terms previously and mutually agreed to in writing or by
email correspondence by James Medick and Gary Stein, President of the Company,
between the date of the Purchase Agreement and the closing of the Asset
Purchase; plus
(iii) the Earn Out Amount.
 
 Subsequent
to closing, the Company shall pay to Precision an additional amount (the “Earn Out Amount”)
equal to five times the EBITDA of the Precision Opinion division of the Company
for the calendar year 2009 less the Initial Payment and the amount of any loans
made to Precision as set forth above. The Earn Out Amount shall be paid one-half
in cash and one-half in common shares of the Company’s stock, valued at the
average of the bid price for the first ten business days in January, 2010. Upon
the closing of the Asset Purchase, the Company will enter into an employment
agreement with James Medick and certain other ancillary documents related to the
Asset Purchase.
 
 On August
14, 2008, the Company’s Board of Directors conditionally approved the spinoff of
LHC to the shareholders of the Company as of the record date of September 3,
2008.  The
Board of Directors also elected a Board of Directors for LifeHealth Care, Inc.
to serve when it becomes an independent Company.  The Board of
Directors also approved the issuance of 8,512,861 shares of LifeHealth Care,
Inc. common shares to appointed directors, two officers
and seven individuals.  These individuals have provided consulting
services to LifeHealth Care, Inc.
  - 3
-
 
 Subsequent
Events
 
 The
Company issued a total of 4,091,667 common shares subsequent to year end to
consultants for services so rendered.
 
 The
Company has made an application for inclusion on the Bulletin Board with the
Financial Industry Regulatory Authority (FINRA).
 
 Description
of Our Subsidiaries and Investments
  On August
14, 2008, the Company’s Board of Directors conditionally approved the spinoff of
LHC to the shareholders of the Company as of the record date of September 3,
2008.  As a result of the dividend, LHC was no longer a subsidiary of
the Company and became a separate reporting company.
  Employees
  As of
January 13, 2009, the Company employed no employees.
  The
Company cannot be assured of being able to attract qualified employees in the
future.
  Item
1A. Risk Factors
  Risk
Factors
 
 We
have a limited operating history and a history of substantial operating losses
and we may not be able to continue our business.
 
 We have a
history of substantial operating losses.  For the year ended September
30, 2008, our net loss was $5,921,511.  We have
historically experienced cash flow difficulties primarily because our expenses
have exceeded our revenues.  We expect to incur additional operating
losses for the immediate near future.  These factors, among others,
raise significant doubt about our ability to continue as a going
concern.  If we are unable to generate sufficient revenue from our
operations to pay expenses or we are unable to obtain additional financing on
commercially reasonable terms, our business, financial condition and results of
operations will be materially and adversely affected.
 
 We
will need additional financing in order to continue our operations which we may
not be able to raise.
 
 We will
require additional capital to finance our future operations.  We can
provide no assurance that we will obtain additional financing sufficient to meet
our future needs on commercially reasonable terms or otherwise.  If we
are unable to obtain the necessary financing, our business, operating results
and financial condition will be materially and adversely affected.
 
 We
have no employees and our success is dependent on our ability to retain and
attract consultants to operate our business and there is no assurance that we
can do so.
  - 4
-
 
 As
discussed above, as of September 30, 2008, we have no employees and utilize the
services of consultants.  They are not otherwise prohibited from
terminating their consulting relationship with the Company.  The loss
of the knowledge and management and industry expertise of any of these key
consultants could have a material adverse impact on our future
prospects.  Once we are sufficiently capitalized, we will need to
recruit new executive managers and hire employees to help us execute our
business strategy and help manage the growth of our business.  Our
business could suffer if we were unable to attract and retain additional highly
skilled personnel or if we were to lose any key personnel and not be able to
find appropriate replacements in a timely manner.
 
 Litigation
concerning intellectual property could adversely affect our
business.
 
 We rely
on a combination of trade secrets, trademark law, contractual provisions,
confidentiality agreements and certain technology and security measures to
protect our trademarks, license, proprietary technology and
know-how.  However, we can provide no assurance that competitors will
not infringe upon our rights in our intellectual property or that competitors
will not similarly make claims against us for infringement.  If we are
required to be involved in litigation involving intellectual property rights,
our business, operating results and financial condition will be materially and
adversely affected.
 
 It is
possible that third parties might claim infringement by us with respect to past,
current or future technologies.  We expect that participants in our
markets will increasingly be subject to infringement claims as the number of
services and competitors in our industry grows.  Any claims, whether
meritorious or not, could be time-consuming, result in costly litigation and
could cause service upgrade delays or require us to enter into royalty or
licensing agreements.  These royalty or licensing agreements might not
be available on commercially reasonable terms or at all.
  The
large number of shares eligible for public sale could cause our stock price to
decline.
  The
market price of our common stock could decline as a result of the resale of the
shares of common stock.  These sales also might make it more difficult
for us to sell equity securities in the future at a time and price that we deem
appropriate.
  There
are a significant number of estimates associated with the preparation of our
financial statements.
  In
order to prepare the financial statements for our Company, management must make
numerous estimates.  Some of the estimates include estimated lives of
fixed assets, various estimates needed to determine the recoverability of
goodwill or intangible assets as well as other computations used to prepare the
financial statements.   These estimates can have a material
effect on the financial statements.
  Our
stock price can be extremely volatile.
  Our
common stock is traded on the OTC Pink Sheets. There can be no assurance that an
active public market will continue for the common stock, or that the market
price for the common stock will not decline below its current price. Such price
may be influenced by many factors, including, but not limited to, investor
perception of us and our industry and general economic and market conditions.
The trading price of the common stock could be subject to wide fluctuations in
response to announcements of our business developments or our competitors,
quarterly variations in operating results, and other events or factors. In
addition, stock markets have experienced extreme price volatility in recent
years. This volatility has had a substantial effect on the market prices of
companies, at times for reasons unrelated to their operating performance. Such
broad market fluctuations may adversely affect the price of our common
stock.
  - 5
-
  Trading on the OTC Pink Sheets may
be sporadic because it is not a stock exchange, and stockholders may have
difficulty reselling their shares.
  Our
common stock is quoted on the OTC Pink Sheets. Trading in stock quoted on the
OTC Pink Sheets is often thin and characterized by wide fluctuations in
trading prices, due to many factors that may have little to do with our
operations or business prospects. Moreover, the OTC Pink Sheets is not a stock
exchange, and trading of securities on the OTC Pink Sheets is often more
sporadic than the trading of securities listed on the Nasdaq
SmallCap.
  Our
common stock is subject to the “penny stock” rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require that a
broker or dealer approve a person's account for transactions in penny stocks and
the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased.
  In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience objectives of
the person and make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
  The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form sets forth the basis on which the broker or
dealer made the suitability determination and that the broker or dealer received
a signed, written agreement from the investor prior to the
transaction.
  - 6
-
  Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
  Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
  We
do not expect to pay cash dividends on our common stock.
  We have
not declared cash dividends on our common stock since our incorporation and we
have no present intention of paying cash dividends on our common stock.
  Item
2.  Description of Property
  The
Company’s principal executive offices are located at 137 Rowayton Avenue Suite
110 Rowayton, CT 06853 at no cost.  As the Company has no employees,
the office is primarily for mail and phone calls, there is an estimate of $5,000
per year for the value for the space included in the financial
statements.
  Item
3.  Legal Proceedings
  None.
  Item
4.  Submission of Matters to a Vote of Security Holders.
  None.
  - 7
-
  PART
II.
  Item
5. Market for Registrant’s Common Equity, Related Stockholder
Matters
  The
common stock was suspended from trading on the Nasdaq National Market because
the Company had no assets.  Since its stock was delisted, the common
stock has been traded on the “pink sheets” or over-the-counter-market under the
symbol MTRE.PK.  The “pink sheets” is an over-the-counter market which
provides significantly less liquidity than established stock exchanges or the
Nasdaq National Market, and quotes for stocks included in the “pink sheets” are
not listed in the financial sections of newspapers as are those for established
stock exchanges and the Nasdaq National Market.  Recently the Company
received approval from FINRA that its stock may be traded on the bulletin
board.  The Company expects to be listed on the Bulletin board during
2009.  The following table sets forth, for the periods indicated the
high and low closing sales prices for our common stock.
  High
                              
                              
                              LowCommon Stock Fiscal 20071st
      Quarter
                              
                              $
                              0.103
                              
                              
                              $
                              0.0512nd
      Quarter
                              
                              $
                              0.206
                              
                              
                              $
                              0.0513rd
      Quarter
                              
                              $
                              0.18
                              
                              
                              $
                              0.0774th
      Quarter
                              
                              $
                              0.386
                              
                              
                              $
                              0.077Common Stock Fiscal 20081st
      Quarter
                              
                              $
                              1.158
                              
                              
                              $
                              0.1542nd
      Quarter
                              
                              $
                              1.416
                              
                              
                              $
                              0.2573rd
      Quarter
                              
                              $
                              1.54
                              
                              
                              $
                              0.3434th
      Quarter
                              
                              $
                              0.96
                              
                              
                              $
                              0.17
 
 The
closing price of our common stock on January
7, 2009 was $.17.
 
 As of
January 7, 2009, there were approximately 125 holders of record of common
stock.  The Company’s symbol is MTRE
  The
Company has never declared or paid any cash dividends on the common stock. The
Company does not anticipate declaring or paying any dividends on the common
stock in the foreseeable future.  The Company currently intends to
retain future earnings, if any, to finance the expansion of its
business.
  Equity
Compensation Plan Information
 
 The
Company does not maintain any stock option or other equity compensation plan at
the date hereof.
  Item
6. Selected Financial Data
  We have
derived the selected financial data presented below from audited consolidated
financial statements for the fiscal years ended September 30, 2008 and 2007. The
selected financial information presented below should be read in conjunction
with such consolidated financial statements and notes thereto.
  - 8
-
  Selected
Financial Information
  2008
                    
                    
                    2007Revenue
                    
                    $
                    0
                    
                    
                    $
                    0Net
      Loss
                    
                    
                    (5,921,511
                    )
                    
                    
                    (1,627,543
                    )Total
      Assets
                    
                    
                    294
                    
                    
                    
                    117,203Stockholders’
      Deficit
                    
                    
                    (355,035
                    )
                    
                    
                    (172,154
                    )
  Item
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 The
following discussion of the financial condition and results of operations needs
to be read in conjunction with the consolidated financial statements and the
notes thereto included elsewhere in this report. This discussion and analysis
includes forward-looking statements that are subject to risks, uncertainties and
other factors described under the caption “Risk Factors” beginning with Item 1A
of this Annual Report. These factors could cause actual results in current and
future periods to differ materially from those expressed in, or implied by,
those forward-looking statements. See “Special Note Regarding Forward-Looking
Statements.”
 
 Background
and History
  The
Company, which was incorporated November 10, 1994, was a manufacturer, designer,
importer and wholesaler of men's shoes.  In 1999, the Company ceased
all operations and has remained in a dormant state since such
date.  The Company has identified certain investments and is in the
process of securing funds to acquire those investments and commence
operations.  There is no guarantee that the Company will secure the
necessary financing to operate or to acquire assets.
  On
October 17, 2005, a majority of shareholders passed a resolution to increase the
number of authorized common shares to 250,000,000.  On January 30,
2006 the holders of a majority of the outstanding common stock of the Company
passed a resolution to increase the number of authorized common shares from
250,000,000 to 1,500,000,000.  The purpose of these resolutions was to
create a sufficient number of shares of common stock to allow the Company to
settle its last remaining liability and to commence operations.
  - 9
-
 
 On March 28, 2006 the
Company acquired all the stock of LifeHealthCare, Inc. (LHC) a Delaware
corporation by issuing 4,000,000 shares of the Company’s common
stock.  LHC’s value was set at $1,200,000 based on the market value of
the Company’s shares issued.  LHC is focused on the dental and
healthcare marketplace.LHC had no revenue and required a
significant amount of financing in order to commence operations.  The
Company does not have access to the necessary financing at this
time.  If financing is not obtained, LHC will not be able to commence
operations.  There was no certainty that even with financing, LHC
would be able to commence operations or obtain profitable
status.  Management primarily focused its attention on the
reorganization of Market & Research Corp. in order to prepare the Company
for capital raising activities.
  On
December 18, 2007 the Company filed a Schedule 14 (C) with the Security and
Exchange Commission announcing the approval by a majority of shareholders of the
following:
  A reverse Stock split of
150:1.  As a result of the reverse split, the number of authorized and
issued shares of common stock will be reduced to 9,991,072 from
1,498,612,518
  A reduction of the authorized number of
common stock from 1,500,000,000 to 150,000,000.
  An amendment to change the name of the
Company from Cable & Co. Worldwide, Inc. to Market & Research
Corp.
  Each of
these steps has been approved by the board of directors and became effective
April 21, 2008, and all have been reflected in the financial statements and this
document.
  On August
14, 2008, the Company’s Board of Directors conditionally approved the spinoff of
LHC to the shareholders of the Company as of the record date of September 3,
2008.  On September 12, 2008, the Company distributed all the stock of
LHC in the form of a dividend to the shareholders of the Company.  As
a result of the dividend, LHC was no longer a subsidiary of the Company and
became a separate reporting company.
  Results
of Operations
  Fiscal
2008 compared to Fiscal 2007
  Revenues
  The
Company had no revenues or operations in either 2008 or 2007.
  Cost
of Sales
  The
Company had no cost of sales or operations in either 2008 or 2007.
  Impairment
Loss
 The
Company recognized $77,500 impairment loss during the year ended September 30,
2008 and $1,169,199 during the same period in fiscal 2007.  The 2008
loss was attributed to the CE designation the Company holds on the emergency
dental kit.  The impairment was due to the inability of the Company to
be able to demonstrate an ability to generate revenues related to this
asset.  The 2007 loss was attributable to the goodwill that was
recorded upon the acquisition of LifeHealthCare, Inc.  The impairment
was due to the inability to recover the value of the goodwill
balance.
  - 10
-
 
 Selling,
General and Administrative Expenses
 The
Company recognized $738,233 in administrative expenses and professional expenses
of $3,905,778 in 2008.  The Company recognized $336,193in general and
administrative expenses and professional fees of $122,151 in
2007.  The expenditures for general and administrative expenses were
primarily related to efforts to revive the Company.  The general and
administrative expense for 2007 were less than 2008 general and administrative
expenses due primarily to an additional $363,862 in directors fees expensed in
2008.  There was $4,447,306 in issuances of stock for consulting
services in 2008, and none in 2007.
 
 Loss
on distribution of Subsidiary
  The
Company spun off its only subsidiary LifeHealthCare, Inc. in September, 2008 and
recorded the value of the investment spun off.  There was no spin off
in 2007.
 
 Provision
for Income Taxes
  The
Company had no income tax expense, net of valuation allowance on deferred taxes
in either 2008 or 2007.
  Net
Loss
 
 The
Company recognized net losses of $5,921,511 during fiscal 2008 as compared to
$1,627,543 during the prior year for an overall increase in net loss of
$4,293,968. The increase was due primarily to the impairment of goodwill and the
issuance of stock for consulting services.
  Financial
condition, liquidity and capital resources
  We have
incurred cumulative losses since inception, and the report from of our
independent auditor on our audited financial statements at September 30, 2008
contains a going concern statement. We will continue to incur losses during the
foreseeable future and have yet to achieve revenues sufficient to offset direct
expenses and corporate overhead. We do not have any present commitments for
capital expenditures. We cannot guarantee that we will be successful in our
efforts to initiate operations.
 
 We do not
have adequate working capital for the near term. We will continue to be reliant
on loans from our officers to provide working capital. If our officers are
unable to continue to loan us working capital, or we do not raise working
capital through other efforts, we cannot guarantee that we will be successful in
obtaining capital upon terms acceptable to us, if at all. Our failure to secure
necessary capital when needed could have a material adverse effect on our
financial condition and results of operations in future
periods.
  - 11
-
 
 Critical
Accounting Policies
  Use
of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
  Goodwill
Valuation
  Goodwill
represents the excess of the purchase price over the fair market value of net
assets acquired. The process of determining goodwill requires
judgment.  Evaluating goodwill for impairment involves the
determination of the fair market value of our reporting units. Inherent in such
fair market value determinations are certain judgments and estimates, including
the interpretation of current economic indicators and market valuations, and our
strategic plans with regard to our operations. To the extent additional
information arises or our strategies change, it is possible that our conclusion
regarding goodwill impairment could change, which could have a material effect
on our financial position and results of operations. For those reasons, we
believe that the accounting estimate related to goodwill impairment is a
critical accounting estimate.
 
 The
Company reviews goodwill annually (or more frequently under certain conditions)
for impairment in accordance with SFAS No. 142, goodwill and other intangible
assets. The Company performed its annual impairment test of goodwill as of
September 30, 2007 and determined that goodwill was fully impaired.
 
 Intangible
Assets
  Intangible
assets, excluding goodwill, are stated on the basis of cost and are amortized on
a straight-line basis over estimated lives of three to ten
years.  Intangible assets with indefinite lives are not amortized but
are evaluated for impairment annually unless circumstances dictate
otherwise.  Management periodically reviews intangible assets for
impairment based on an assessment of undiscounted future cash flows, which are
compared to the carrying value of the intangible assets.  Should these
cash flows not equate to or exceed the carrying value of the intangible, a
discounted cash flow model is used to determine the extent of any impairment
charge required.  As noted above, the Company reviewed the CE
Designation costs for impairment as of June 30, 2008 and determined that it was
fully impaired. The goodwill balance as of September 30, 2007 was determined to
be fully impaired and was written down to zero.
 
 Income
Taxes
  The
Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”,
which requires the recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the difference 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.
  - 12
-
  Effective
October 1, 2007, we adopted the provisions of FASB Interpretation No. 48 (“FIN
48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB
Statement No. 109.” FIN 48 provides detailed guidance for the financial
statement recognition, measurement and disclosure of uncertain tax positions
recognized in the financial statements in accordance with SFAS No. 109. Tax
positions must meet a “more-likely-than-not” recognition threshold at the
effective date to be recognized upon the adoption of FIN 48 and in subsequent
periods. Upon the adoption of FIN 48, we had no unrecognized tax benefits.
During the year ended September 30, 2008, we recognized no adjustments for
uncertain tax benefits.
 
 ITEM
7A.  Quantitative and Qualitative Disclosures about Market
Risk
 
 The
Company does not ordinarily hold market risk sensitive instruments for trading
purposes. The Company does, however, recognize market risk from interest rate
and foreign currency exchange exposure.
  Interest
Rate Risk
 
 The
Company does not have any interest rate sensitive assets or
obligations.
  - 13
-
  Market
& Research Corp. and Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 
 TABLE OF
CONTENTS
 
 PAGEReport
      of Registered Independent Public Accounting Firm
                F-1FINANCIAL
      STATEMENTSConsolidated
      Balance Sheets
                F-2Consolidated
      Statements of Operations
                F-3Consolidated
      Statements of Stockholders’ Deficit
                F-4Consolidated
      Statements of Cash Flows
                F-5Notes
      to Consolidated Financial Statements
                F-6
      – F-16
  - 14
-
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders
 Market
& Research Corp.
 Rowayton,
CT
 
 We have
audited the accompanying consolidated balance sheets of Market & Research
Corp (the “Company”) as of September 30, 2008 and 2007 and the related
consolidated statements of operations, stockholders’ deficit and cash flows for
the years ended September 30, 2008 and 2007.  These consolidated
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
 We
conducted 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the accompanying consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Market & Research Corp. at September 30, 2008 and 2007 and the results of
their operations and their cash flows for the years ended September 30, 2008 and
2007, in conformity with accounting principles generally accepted in the United
States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 3
to the consolidated financial statements, Market & Research Corp. has
suffered recurring losses due to lack of operations, current liabilities exceed
current assets and an accumulated deficit. These matters raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 3.  The consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
 
 /s/
      Sobel & Co., LLCSobel
      & Co., LLCCertified
      Public Accountants
 
 Livingston,
NJ
 January
13, 2009
  F-1
  Market & Research Corp. and
Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
 SEPTEMBER
30, 2008 and 2007
  2008
                              
                              
                              2007ASSETSCurrent
      assets:Cash
                              
                              $
                              294
                              
                              
                              $
                              0Prepaid
                              
                              
                              0
                              
                              
                              
                              18,273Total
      current assets
                              
                              
                              294
                              
                              
                              
                              18,273Other
      assets:Deposit
                              
                              
                              0
                              
                              
                              
                              2,200Intellectual
      property, net of amortization
                              
                              
                              0
                              
                              
                              
                              85,000Patent
      related costs
                              
                              
                              0
                              
                              
                              
                              11,730Total
      other assets
                              
                              
                              0
                              
                              
                              
                              98,930Total
      Assets
                              
                              $
                              294
                              
                              
                              $
                              117,203LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      liabilities:Accrued
      liabilities
                              
                              $
                              232,702
                              
                              
                              $
                              93,928Due
      to officers
                              
                              
                              122,627
                              
                              
                              
                              195,429Total
      current liabilities
                              
                              
                              -
                              
                              
                              
                              -Total
      Liabilities
                              
                              
                              355,329
                              
                              
                              
                              289,357Commitments
      and ContingenciesStockholders’
      Deficit:Common
      stock, $0.01 par value,150,000,000 shares authorized; 14,974,404 and
      9,991,072 shares issued and outstanding
                              
                              
                              149,745
                              
                              
                              
                              99,911Additional
      paid-in capital
                              
                              
                              24,422,991
                              
                              
                              
                              18,734,195Accumulated
      deficit
                              
                              
                              (24,927,771
                              )
                              
                              
                              (19,006,260
                              )Total
      Stockholders’ Deficit
                              
                              
                              (355,035
                              )
                              
                              
                              (172,154
                              )Total
      Liabilities and Stockholders’ Deficit
                              
                              $
                              294
                              
                              
                              $
                              117,203
 
 See report of independent registered
public accounting firm and accompanying notes to consolidated financial
statements
  F-2
  Market
& Research Corp. and Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 2008
                  
                  
                  2007Revenues
                  
                  $
                  0
                  
                  
                  $
                  0Professional
      fees
                  
                  
                  3,905,778
                  
                  
                  
                  122,151Impairment
      loss
                  
                  
                  77,500
                  
                  
                  
                  1,169,199Loss
      in value of distributed subsidiary
                  
                  
                  1,200,000
                  
                  
                  
                  -General
      & administrative expenses
                  
                  
                  738,233
                  
                  
                  
                  336,193Total
      selling, general and administration expenses
                  
                  
                  5,921,511
                  
                  
                  
                  1,627,543Net
      loss before income tax
                  
                  
                  5,921,511
                  
                  
                  
                  (1,627,543
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (5,921,511
                  )
                  
                  $
                  (1,627,543
                  )Loss
      Per Share – Basic and Diluted:$
                  (0.49
                  )
                  
                  $
                  (0.16
                  )Weighted
      Average Common Stock Outstanding:11,973,904
                  
                  
                  
                  9,991,072
 
 See
report of independent registered public accounting firm and accompanying notes
to consolidated financial statements
  F-3
 
 Market & Research Corp. and
Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 AdditionalCommon Stock
                            
                            
                            Prepaid
                            
                            
                            Paid-in
                            
                            
                            AccumulatedShares
                            
                            
                            Amount
                            
                            
                            Expenses
                            
                            
                            Capital
                            
                            
                            Deficit
                            
                            
                            TotalBalance,
      October 1, 2006
                            
                            
                            9,991,072
                            
                            
                            $
                            99,911
                            
                            
                            $
                            (
      300,000
                            )
                            
                            $
                            18,734,195
                            
                            
                            $
                            (17,378,717
                            )
                            
                            $
                            1,155,389Amortization
      of Prepaid Expenses
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            300,000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            300,000Net
      loss for the year ended September 30, 2007
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (1,627,543
                            )
                            
                            
                            (1,627,543
                            )Balance,
      September 30, 2007
                            
                            
                            9,991,072
                            
                            
                            
                            99,911
                            
                            
                            
                            -
                            
                            
                            
                            18,734,195
                            
                            
                            
                            (19,006,260
                            )
                            
                            
                            (172,154
                            )Issuance
      of shares for services
                            
                            
                            4,983,332
                            
                            
                            
                            49,834
                            
                            
                            
                            
                            
                            
                            
                            4,397,472
                            
                            
                            
                            
                            
                            
                            
                            4,447,306Net
      loss for the year ended September 30, 2008
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (5,921,511
                            )
                            
                            
                            (5,921,511
                            )Spin
      off of LifeHealthCare, Inc.
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,291,324
                            
                            
                            
                            
                            
                            
                            
                            1,291,32414,974,404
                            
                            
                            $
                            149,745
                            
                            
                            $
                            -
                            
                            
                            $
                            24,422,991
                            
                            
                            $
                            (24,927,771
                            )
                            
                            $
                            (355,035
                            )
  See
report of independent registered public accounting firm and accompanying notes
to consolidated financial statements
  F-4
  Market
& Research Corp. and Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 YEARS
ENDED SEPTEMBER 30, 2008AND 2007
 
 2008
                  
                  
                  2007Cash
      Flows from Operating Activities:Net
      loss
                  
                  $
                  (5,921,511
                  )
                  
                  $
                  (1,627,543
                  )Impairment
      loss
                  
                  
                  77,500
                  
                  
                  
                  1,169,199Valuation
      of distributed asset
                  
                  
                  1,200,000
                  
                  
                  
                  -Shares
      issued for services
                  
                  
                  4,447,306
                  
                  
                  
                  300,000Amortization
      of intellectual property
                  
                  
                  7,500
                  
                  
                  
                  10,000Changes
      in assets and liabilitiesDecrease/(increase)
      in prepaid expenses
                  
                  
                  18,273
                  
                  
                  
                  (17,925
                  )Decrease/(increase)
      in patent and CE related costs
                  
                  
                  -
                  
                  
                  
                  (5,000
                  )Increase
      in accrued liabilities
                  
                  
                  170,278
                  
                  
                  
                  61,058Net
      Cash From (Used in) Operating Activities
                  
                  
                  (654
                  )
                  
                  
                  (110,211
                  )Cash
      Flows from Financing Activities:Spinoff
      of net liabilities of LifeHealthCare, Inc.
                  
                  
                  9,926
                  
                  
                  
                  -Proceeds
      from/(repayments to) officer
                  
                  
                  (8,978
                  )
                  
                  
                  110,211Net
      Cash Provided by Financing Activities
                  
                  
                  948
                  
                  
                  
                  110,211Net
      Change in Cash
                  
                  
                  294
                  
                  
                  
                  -Cash
      and Cash Equivalents, Beginning
                  
                  
                  0
                  
                  
                  
                  0Cash
      and Cash Equivalents, Ending
                  
                  $
                  294
                  
                  
                  $
                  0Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the year for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid during the year for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
 
 See
report of independent registered public accounting firm and accompanying notes
to consolidated financial statements
  F-5


Market & Research Corp.and Subsidiary
 Formerly
known as
 CABLE
& CO. WORLDWIDE, INC. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
1.   ORGANIZATION AND PRINCIPAL ACTIVITIES
  The
Company, which was incorporated November 10, 1994, was a manufacturer, designer,
importer and wholesaler of men's shoes.  Beginning in 1999, the
Company ceased all operations and has remained in a dormant state since such
date.  Recently, the company began taking steps to commence
operations.  The company has identified certain investments and is in
the process of securing funds to acquire those investments and commence
operations.  There is no guarantee that the company will secure the
necessary financing to acquire or operate the assets.Management has primarily
focused its attention on the reorganization of Market & Research Corp. in
order to prepare the Company for capital raising activities.  Neither
the parent company nor the subsidiary has devoted its attentions to financial
planning, raising capital, research and development or any other activities that
would be associated with the start up of operations.  As such, neither
company qualifies for classification for development stage
accounting.
 
 NOTE
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and incorporate the following
significant accounting policies:
  Principles
of Consolidation
 
 The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary through the date of the spinoff, September 12, 2008. All
significant inter-company accounts and transactions have been eliminated in the
consolidated financial statements.  The Company’s sole subsidiary
LifeHealthCare, Inc. (LHC) was distributed to the stockholders of the Company in
September, 2008.  The results of LHC’s operations through the date of
the spin off were included in the financial statements.
 
 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 reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Fair
Value of Financial Instruments
 
 The
Company considers, when applicable, the fair value of the cash equivalents,
receivables, accounts payable and accrued liabilities approximate carrying value
based on the short term nature of the instruments.
  F-6
  Goodwill
  The
Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142),
Goodwill and Other Intangible Assets. Goodwill and other intangible assets with
indefinite lives must be tested for impairment on an annual basis. The Company
performs this annual impairment test at fiscal year end for
goodwill.
 
 SFAS 142
requires the Company to compare the fair value of the reporting unit to its
carrying amount on an annual basis to determine if there is potential goodwill
impairment. If the fair value of the reporting unit is less than its carrying
value, an impairment loss is recorded to the extent that the fair value of the
goodwill within the reporting unit is less than its carrying value. SFAS 142
also requires the Company to compare the fair value of an intangible asset to
its carrying amount. If the carrying amount of the intangible asset exceeds its
fair value, an impairment loss is recognized. Fair values for goodwill and other
indefinite-lived intangible assets are determined based on discounted cash flows
or market multiples as appropriate.
 
 The
Company's goodwill represents the excess acquisition cost over the fair value of
the tangible and identified intangible net assets of LifeHealthCare, Inc.
acquired in 2006. For the year ended September 30, 2007, the Company applied
what it believes to be the most appropriate valuation methodology for the
reporting unit. If the Company had utilized different valuation methodologies,
the impairment test results could differ. Management determined that goodwill
was fully impaired for the year ended September 30, 2007 and as such was written
off.
 
 Intangible
Assets
  Intangible
assets, excluding goodwill, are stated on the basis of cost and are amortized on
a straight-line basis over estimated life of ten years.  Intangible
assets with indefinite lives are not amortized but are evaluated for impairment
annually unless circumstances dictate otherwise.  Management
periodically reviews intangible assets for impairment based on an assessment of
undiscounted future cash flows, which are compared to the carrying value of the
intangible assets.  Should these cash flows not equate to or exceed
the carrying value of the intangible, a discounted cash flow model is used to
determine the extent of any impairment charge required.  For the years
ended September 30, 2008 and 2007 the amortization expense on intangible assets
amounted to $7,500 and $10,000, respectively.  The patent costs relate
to a patent application.  The patent has not been
granted.  When the patent is granted, the amount will be
amortized.  If the application is denied, the amount will be written
off.  During the year ended September 30, 2008, management determined
that the CE Designation was fully impaired and as such was written
off.
 
 Stock-Based
Compensation
  In
December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based
Payment."  This standard replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" and supersedes Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees."  The
standard requires companies to recognize all share-based payments to employees,
including grants of employee stock options, in the financial statements based on
their fair values on the grant date and is effective for annual periods
beginning after June 15, 2005.  There were no employee stock options
granted, outstanding or vested in fiscal 2008 or 2007.  Accordingly,
the Company recognized expense of $0 for the year ended September 30, 2008 for
employee stock options.  Stock issued to non-employees is recorded at
the time of issue based on trading value of the stock.  The Company
recorded $4,447,306 and $300,000 for the years ended September 30, 2008 and 2007
for the issuance of stock.
  F-7
  Income
Taxes
  Effective
October 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation
of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial
statement recognition, measurement and disclosure of uncertain tax positions
recognized in the financial statements in accordance with SFAS No. 109. Tax
positions must meet a “more-likely-than-not” recognition threshold at the
effective date to be recognized upon the adoption of FIN 48 and in subsequent
periods. Upon the adoption of FIN 48, the Company had no unrecognized tax
benefits. During the year ended September 30, 2008, the Company recognized no
adjustments for uncertain tax benefits.
  The
Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”,
which requires the recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the difference 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.
  Net
Income (Loss) Per Share
  Basic net
income per share is computed by dividing net income by the weighted average
number of common shares outstanding.  Diluted net income per share is
computed by dividing net income by the weighted average number of common shares
outstanding and dilutive potential common shares which includes the dilutive
effect of stock options and warrants.  Dilutive potential common
shares for all periods presented are computed utilizing the treasury stock
method.  There were no stock options or warrants outstanding during
the reporting periods.  There were no common stock equivalents
outstanding during fiscal 2007 or fiscal 2008.
 
 Capital
Structure and Security Rights
  Common
Stock - The Company was initially authorized to issue 50,000,000 shares of
common stock, par value $.01 per share. All common shares are equal to each
other with respect to voting, and dividend rights, and are equal to each other
with respect to liquidations rights.  On October 17, 2005, a majority
of shareholders passed a resolution to increase the number of authorized common
shares to 250,000,000.  On January 30, 2006 the holders of a majority
of the outstanding common stock of the Company passed a resolution to increase
the number of authorized common shares from 250,000,000 to
1,500,000,000.  The purpose of these resolutions was to create a
sufficient number of shares of common stock to allow the Company to settle its
last remaining liability and to commence operations.
 
 On
December 18, 2007 the Company filed a Schedule 14 (C) with the Security and
Exchange Commission announcing the approval by a majority of shareholders of the
following:
  A reverse Stock split of
150:1.  As a result of the reverse split, the number of authorized and
issued shares of common stock will be reduced to 9,991,072 from
1,498,612,518.
  A reduction of the authorized number of
common stock from 1,500,000,000 to 150,000,000.
  An amendment to change the name of the
Company from Cable & Co. Worldwide, Inc. to Market & Research
Corp.
  F-8
  Each of
these steps has been approved by the board of directors and became effective
April 21, 2008, and all have been reflected in the financial statements and this
document.
 
 On August
14, 2008, the Company’s Board of Directors conditionally approved the spinoff of
LHC to the shareholders of the Company as of the record date of September 3,
2008.  On September 12, 2008, the Company distributed all the stock of
LHC in the form of a dividend to the shareholders of the Company.  As
a result of the dividend, LHC was no longer a subsidiary of the Company and
became a separate reporting company.  LHC’s financial results are
included in these financial statements up to and including September 12,
2008.  All intercompany transactions have been
eliminated.
 
 Recently
Issued Accounting Standards
  In
September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS" ("SFAS
157"). While SFAS 157 formally defines fair value, establishes a framework for
measuring fair value and expands disclosure about fair value measurements, it
does not require any new fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements. SFAS
157 is required to be adopted effective October 1, 2008 and the Company does not
presently anticipate any significant impact on its consolidated financial
position, results of operations or cash flows.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115”.  This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115
“Accounting for Certain Investments in Debt and Equity Securities” applies to
all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.
 
 In June
2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position
(“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings
per share under the two-class method as described in SFAS No. 128,
“Earnings per Share.”  Under the guidance in FSP EITF 03-6-1, unvested
share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method.  FSP EITF 03-6-1 is effective for the Company in fiscal
2009.  After the effective date of FSP EITF 03-6-1, all
prior-period earnings per share data presented must be adjusted retrospectively.
 The Company does not expect that EITF 03-6-1 will have an impact on its
consolidated financial statements.
 
 In March
2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of SFAS 133” (“SFAS 161”).  This new
standard requires enhanced disclosures for derivative instruments, including
those used in hedging activities.  It is effective for fiscal years
and interim periods beginning after November 15, 2008 and will be applicable to
the Company in the first quarter of fiscal 2009.   The Company
does not expect that SFAS 162 will have an impact on its consolidated financial
statements.
  F-9
  In
February 2008, the FASB issued FASB Staff Position 140-3, “Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP FAS
140-3”) which provides guidance on accounting for a transfer of a financial
asset and repurchase financing.  FSP FAS 140-3 is effective for fiscal
years beginning after November 15, 2008 and interim periods within those fiscal
years.  The Company does not expect that FSP FAS 140-3 will have a
material effect on its consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in
Consolidated Financial Statements,” (“SFAS 160”).  SFAS 160 amends
Accounting Research Bulletin 51 to establish accounting and reporting standards
for the noncontrolling (minority) interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial
statements.  The Company is currently determining the effect, if any,
that SFAS 160 will have on its consolidated financial
statements.  SFAS 160 is effective for fiscal years beginning on or
after December 15, 2008.
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations,”
which replaces SFAS No. 141 (“SFAS 141R”). SFAS 141R, among other things,
establishes principles and requirements for how an acquirer entity recognizes
and measures in its financial statements the identifiable assets acquired
(including intangibles), the liabilities assumed and any noncontrolling interest
in the acquired entity. Additionally, SFAS 141R requires that all transaction
costs be expensed as incurred. The Company is currently evaluating the effect,
if any, that SFAS 141R will have on its financial statements.  SFAS
141R is effective for fiscal years beginning after December 15,
2008.
 
 In
December 2007, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin 110 (“SAB 110”).  SAB 110 amends and replaces
Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff
Accounting Bulletin series.  Question 6 of Section D.2 of Topic 14
expresses the views of the Staff regarding the use of the “simplified” method in
developing an estimate of the expected term of “plain vanilla” share options and
allows usage of the “simplified” method for share option grants prior to
December 31, 2007.  SAB 110 allows public companies which do not have
historically sufficient experience to provide a reasonable estimate of the
expected term of outstanding options to continue use of the “simplified” method
for estimating the expected term of “plain vanilla” share option grants after
December 31, 2007.   The Company does not expect that SAB 110
will have an impact on its consolidated financial statements.
 
 In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. Our adoption of SFAS 161 is not expected to have a material impact
on our results of operations or financial position.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities.  Prior to the issuance
of SFAS 162, GAAP hierarchy was defined in the American Institute of Certified
Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. SFAS 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board Auditing amendments to AU Section 411,
The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Our adoption of SFAS 162 is not expected to have a
material impact on our results of operations or financial position.
  F-10
  Reclassifications
 
 Certain
amounts from prior years have been reclassified to conform to the 2008
presentation.
 
 NOTE  3.    GOING
CONCERN
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring losses, has
accumulated deficit of approximately, $25,000,000, current assets exceed current
liabilities and is dependent upon financing to continue
operations.  The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.  It is
management's plan to continue to implement their strategy to commence
operations. With the commencement of operations, management believes they will
generate sufficient funds to support operations.  Officers will
continue to support operations as needed for any shortfalls in cash
flows.
 
 NOTE  4.    INTANGIBLE
ASSETS
 
 The
components of amortized intangible asset as of September 30, 2008 is as
follows:
 
 CE
      Designation Gross Carrying Amount
                    
                    $
                    100,000Accumulated
      Amortization
                    
                    
                    (22,500
                    )Impairment
      loss
                    
                    
                    (77,500
                    )Net
      Carrying Amount
                    
                    $
                    -
  Amortization
expense for intangible assets was $7,500 and $10,000 for the years ended
September 30, 2008 and 2007 respectively.  We account for goodwill and
other intangible assets in accordance with SFAS No. 142, which requires that
goodwill and other intangible assets that have indefinite lives not be amortized
but instead be tested at least annually for impairment, or more frequently when
events or a change in circumstances indicate that the asset might be
impaired.  For indefinite lived intangible assets, impairment is
tested by comparing the carrying value of the asset to its fair value and
assessing the ongoing appropriateness of the indefinite life
classification.  For goodwill, a two-step test is used to identify the
potential impairment and to measure the amount of impairment, if
any.  The first step is to compare the fair value of a reporting unit
with its carrying amount, including goodwill.  If the fair value of a
reporting unit exceeds its carrying amount, goodwill is considered not impaired,
otherwise goodwill is impaired and the loss is measured by performing step
two.  Under step two, the impairment loss is measured by comparing the
implied fair value of the reporting unit with the carrying amount of goodwill.
At June 30, 2008 management determined that the CE Designation was fully
impaired and the Company expensed $77,500.  At September 30, 2007,
management determined that the entire goodwill balance of $1,169,199 was
impaired and was therefore written off to operations.
  F-11
  NOTE  5.    ACQUISITION
 
 On March
28, 2006, the Company acquired LifeHealthCare, Inc. (LHC) a Delaware
corporation, a startup company focusing on the dental and healthcare
marketplace.  The Company
issued 4,000,000 shares of Common Stock at $0.30 per share to acquire
LHC.  LHC was acquired from Martin Licht, the Company’s current
executive vice president and former chief executive officer.
 
 The purchase price was
allocated on the basis of the estimated fair values of the assets acquired and
liabilities assumed which was $1,200,000.  LHC has a product
(an emergency dental kit) that is approved for sale in the European
Union.    The acquisition was accounted
for as a purchase in accordance with SFAS 141.  The assets were valued
at cost as they had been acquired shortly before the acquisition by
LHC.
 Acquisition
      cost
                                  
                                  $
                                  1,200,000Net
      assets acquired:Current
      assets
                                  
                                  $
                                  10,639CE
      Designation
                                  
                                  
                                  100,000Patent
                                  
                                  
                                  6,730Total
      assets
                                  
                                  
                                  117,369Liabilities
      assumed
                                  
                                  
                                  ( 86,568
                                  )Total
      liabilities
                                  
                                  
                                  ( 86,568
                                  )Amount
      assigned to goodwill
                                  
                                  $
                                  1,169,199
  LHC has
no revenues or tangible assets and will require a significant amount of
financing in order to commence operations.  The Company does not have
access to the necessary financing at this time.  If financing is not
obtained, LHC will not be able to commence operations.  There is no
certainty that even with adequate financing, LHC will be able to commence
operations or obtain profitable status.
 
 In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible
Assets(“SFAS No. 142”), the Company evaluates goodwill and intangible
assets at least annually for impairment by analyzing the estimated fair value
based on the present value of discounted cash flows compared to the net book
value. The Company will write off the amount of any goodwill or intangible in
excess of its fair value.  Management reviewed the goodwill at
September 30, 2007 and determined that it was fully impaired and consequently
wrote off the entire balance of $1,169,199.
 
 Intangible
assets with a definite life are amortized over their legal or estimated useful
lives, whichever is shorter. The Company reviews the carrying amounts of
intangible assets with a definite life whenever events or changes in
circumstance indicate that the carrying amount of an asset may not be
recoverable. Such events or circumstances might include changes in technology,
significant litigation or other items.  As noted above, the Company
reviewed the CE Designation costs for impairment as of June 30, 2008 and
determined that it was fully impaired.
 
 F-12
  NOTE  6.    RELATED
PARTY TRANSACTIONS
 
 At
September 30, 2008, the Company owed two officers, Gary Stein (President and
director) and Martin Licht (Executive Vice President and
director).  This amount is non-interest bearing, unsecured, and due on
demand: however the officers have agreed not to demand payments for one
year.  During 2008 the Company eliminated $81,779 to officers through
the spinoff of LHC and was loaned $8,999 by the two officers noted
above.
 
 NOTE  7.       INCOME
TAXES
  The
Company last filed its income tax returns for the year 1999.  It has
not filed tax returns for any period since 1999.  The ability of the
Company to utilize all or part of its operating tax loss caryforwards or its
charitable contribution carryforwards to reduce any tax obligation in the future
has not been determined.  In addition, at this time, the Company has
no operations and no possibility of producing taxable income to utilize any such
operating tax loss carryforward or charitable contribution
carryforward.  For both reasons, no tax asset has been recorded since
the Company believes at this time it is more likely than not that that the
amounts will not be realized.  The Company has adopted FASB 109 to
account for income taxes. The Company currently has no issues that create timing
differences that would mandate deferred tax expense.  Net operating
losses would create possible tax assets in future years. Due to the uncertainty
as to the utilization of net operating loss carry forwards an evaluation
allowance has been made to the extent of any tax benefit that net operating
losses may generate.  No provision for income taxes has been recorded
due to the net operating loss carryforward of approximately $6,084,000 as of
September 30, 2008 that will be offset against further taxable
income.  No tax benefit has been reported in the financial
statements.  Under the Internal Revenue Code, generally, expiration of
net operating loss carryforwards are twenty-years from when such losses were
derived.  Additionally, limits may be imposed on the use of such
losses based on certain factors, including, but not limited to, a change in
stockholders.
 
 Deferred
tax assets and the valuation account as of September 30, 2008 and 2007 are as
follows:
  2008
                                      
                                      
                                      2007Deferred
      tax asset:Net
      operating loss carryforward
                                      
                                      $
                                      1,604,000
                                      
                                      
                                      $
                                      993,000Valuation
      allowance
                                      
                                      
                                      (1,604,000
                                      )
                                      
                                      
                                      (993,000
                                      )$
                                      -
                                      
                                      
                                      $
                                      -
 
 The
components of income tax expense are as follows:
 
 2008
                                  
                                  
                                  2007Current
      Federal Tax
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Current
      State Tax
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Change
      in NOL benefit
                                  
                                  
                                  (1,604,000
                                  )
                                  
                                  
                                  (553,000
                                  )Change
      in allowance
                                  
                                  
                                  1,604,000
                                  
                                  
                                  
                                  553,000$
                                  -
                                  
                                  
                                  $
                                  -
  F-13
 The
Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. These losses are
as follows:
  ExpirationYear
      of Loss
                  
                  Amount
                  
                  Date2000
                  
                  $
                  28,000
                  
                  20202001
                  
                  
                  31,000
                  
                  20212002
                  
                  
                  34,000
                  
                  20222003
                  
                  
                  38,000
                  
                  20232004
                  
                  
                  42,000
                  
                  20242005
                  
                  
                  51,000
                  
                  20252006
                  
                  
                  1,120,000
                  
                  20262007
                  
                  
                  1,628,000
                  
                  20272008
                  
                  
                  4,720,000
                  
                  2028
  NOTE  8.
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
  Litigation
  The
Company has been inactive for over eight years.  Based on searches
performed in various jurisdictions that the Company previously operated in, no
asserted or pending litigations were discovered.  Inquiries of former
officers and directors revealed no known litigation, either pending, suspended
or possible.  There can be no assurance that there are no potential or
possible litigations in the jurisdictions searched or other jurisdictions not
searched.  Based on currently available information, we believe that
there are no pending claims that will have a material adverse effect on the
Company’s future operating results or financial position.
  Commitments
 
 The
Company has entered into three definitive Purchase Agreements each of which is
in full force and effect.
  On
November 12, 2007, the Company entered into a Stock Purchase Agreement (the
“Purchase
Agreement”) with Andrew Perlmutter and David Weiss (collectively, the
“Shareholders”). The
consummation of the stock purchase pursuant to the Purchase Agreement (the
“Stock
Purchase”) is subject to certain conditions set forth in the Purchase
Agreement, including the continued accuracy of the representations and
warranties made by all parties thereto and the parties’ continuing due diligence
review.  Upon the closing of the Stock Purchase, the Company will
purchase, and the Shareholders will sell, all of the shares (the “Shares”) of
InMarketing Corp., a New Jersey corporation (“InMarketing”), to the
Company.  InMarketing is in the business of designing proprietary
software that provides a unique database-driven program to help companies build
employee incentive programs.
 
 The
Company has agreed to purchase the Shares for $6,121,185.  Fifty
percent (50%) of the purchase price will be paid upon the closing of the Stock
Purchase, and the remaining fifty percent (50%) will be paid to the Shareholders
pursuant to certain promissory notes issued by the Company.  Upon the
closing of the Stock Purchase, the Shares will be held in escrow, until the
purchase price has been paid in full.
 
 As of
November 5, 2007, the Company entered into a Stock Purchase Agreement (the
“Aspen Purchase
Agreement”)  with Frank H. Schaller, Robert E. Hall, Paul K.
Cowhig III, Matthew A. Lambert, and Sherrie L. Smith (collectively, the “Aspen
Shareholders”).   Although the agreement to purchase Aspen
expired on February 1, 2008, a majority of the Aspen Shareholders have agreed to
remain bound to the same terms to be purchased with no specified termination
date
  F-14
  The stock
purchase pursuant to the former Aspen Purchase Agreement (the “Aspen Stock Purchase”
was subject to certain conditions set forth in the Aspen Purchase Agreement,
including the continued accuracy of the representations and warranties made by
all parties thereto and the parties’ continuing due diligence
review.  Upon the closing of the Aspen Stock Purchase, the Company had
agreed to purchase, and the Aspen Shareholders had agreed to sell, all of the
shares (the “Aspen
Shares”) of Quantum Research Services, Inc., d/b/a Aspen Media and Market
Research, Ltd., a Colorado corporation (“Aspen”), to the
Company.  Aspen is in the business of providing market research
services, including: (i) research field services; (ii) circulation –
subscription renewal and acquisitions; (iii) sales lead qualification program
and specialized services; (iv) relational database creation and list
consolidation; and (v) print-to-electronic file conversion.
 
 The
Company had previously agreed to purchase the Aspen Shares for
$2,041,976.  Fifty percent (50%) of the purchase price for the Aspen
Shares would have been paid upon the closing of the Aspen Stock Purchase, and
the remaining fifty percent (50%) would have been paid to the Aspen Shareholders
pursuant to the terms of certain promissory notes (the “Notes”) issued by the
Company.  At closing, the Notes shall be secured by the Company’s
pledge of the Aspen Shares between the Company and the Aspen
Shareholders.
 
 On April
30, 2008, the Company entered into a Purchase and Sale of Assets Agreement (the
“Purchase
Agreement”) with Precision Opinion, Inc., a Nevada Corporation (“Precision”), and
James Medick, Michael France, and Edward Wilson, being all of the shareholders
of Precision (collectively, the “Shareholders”).
 
 The
consummation of the purchase by the Company of substantially all of Precision’s
assets, properties and contractual rights (the “Assets”) pursuant to
the Purchase Agreement (the “Asset Purchase”) is
subject to certain conditions set forth in the Purchase Agreement, including the
continued accuracy of the representations and warranties made by all parties
thereto and the parties’ continuing due diligence review. Upon the closing of
the Asset Purchase, the Company will purchase, and Precision will sell, all of
the assets of Precision to the Company. Precision operates a market research and
opinion polling business based in Las Vegas, Nevada.
 
 The
Company will purchase the Assets for the sum of: (i) Five Hundred Sixty-Eight
Thousand Three Hundred and Ten Dollars ($568,310) (the “Initial Payment”);
plus (ii) the
amount (if any) equal to the additional loans made by the Shareholders to
Precision, plus accrued interest on any such loans at the rate of eight percent
(8%) per annum, on terms previously and mutually agreed to in writing or by
email correspondence by James Medick and Gary Stein, President of the Company,
between the date of the Purchase Agreement and the closing of the Asset
Purchase; plus
(iii) the Earn Out Amount.
 
 Subsequent
to the closing, the Company shall pay to Precision an additional amount (the
“Earn out
Amount”) equal to five times the EBITDA of the Precision Opinion division
of the Company for the calendar year 2009 less the Initial Payment and the
amount of any loans made to Precision as set forth above. The Earn out Amount
shall be paid one-half in cash and one-half in common shares of the Company’s
stock, valued at the average of the bid price for the first ten business days in
January, 2010. Upon the closing of the Asset Purchase, the Company will enter
into an employment agreement with James Medick and certain other ancillary
documents related to the Asset Purchase.
  F-15
  On April
21, 2008, the Company’s Board of Directors conditionally approved the spinoff of
LHC to the shareholders of the Company.  The spinoff is conditioned
upon the approval of the Securities and Exchange Commission.  As of
the filing date of this form, the approval of the Security and Exchange
Commission had not been received.The Board of
Directors also elected a Board of Directors for LifeHealth Care, Inc. to serve
when it becomes an independent
Company.  The Board of Directors also approved the issuance of
8,512,861 shares of LifeHealth Care, Inc. common shares to appointed directors,
two officers and seven individuals.  These individuals have provided
consulting services to LifeHealthCare,
Inc.
 
 NOTE  9.
SPINOFF OF LIFEHEALTHCARE, INC.
  The
Company spun off LifeHealthCare, Inc. (“LHC”) in September 2008.  The
Company included the operations of LHC through the date of the spinoff
(September 12, 2008) in its operations.  The Company valued LHC at
zero, and as a result, wrote off its investment of $1,200,000 in
LHC.  The net liabilities that were spun off totaled
$9,926.
  NOTE  10.
SUBSEQUENT EVENTS
 
 The
Company issued 4,091,667 common shares subsequent to September 30, 2008 to
consultants for consulting services rendered in fiscal year
2009.
  F-16
 
 ITEM
9.                Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
  None.
  ITEM
9A.             Controls
and Procedures
  Not
Applicable
  ITEM
9A(T).        Controls and
Procedures
 
 The
Company maintains disclosure controls and procedures that are designed to ensure
(1) that information required to be disclosed by the Company in the reports it
files or submits under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is recorded, processed, summarized, and reported within the
time periods specified in the Securities and Exchange Commission’s (“SEC”) rules
and forms, and (2) that this information is accumulated and communicated to
management, including the Company’s Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost benefit relationship of
possible controls and procedures.
  As of
the  date of this annual report, under the supervision and review of
the Company’s Chief Executive Officer and Chief Financial Officer, the Company
conducted an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures as of the end of the period covered by this
report.  Based on that evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s disclosure
controls and procedures are effective in alerting them in a timely manner to
material information regarding the Company that is required to be included in
its periodic reports to the SEC.
  In
addition, there have been no significant changes in the Company’s internal
controls or in other factors that could significantly affect those controls
since the Company’s evaluation.  The Company can provide no assurance,
however, that its system of disclosure controls and procedures will always
achieve its stated goals under all future conditions, no matter how
remote.
  ITEM
9B.             Other
Information
  None.
  - 15
-
  PART
III.
  Item
10.               
Directors and Executive Officers
  Directors
and Executive Officers
  The
Company’s directors and executive officers, their ages and present position are
as follows:
  Name
                          
                          Age
                          
                          PositionsMartin
      Licht
                          
                          67
                          
                          Executive
      Vice President, DirectorGary
      Stein
                          
                          59
                          
                          President,
      Director, SecretaryMark
      Lazar
                          
                          56
                          
                          DirectorAlberto
      Salvucci
                          
                          53
                          
                          DirectorSteven
      Kessler
                          
                          62
                          
                          DirectorJohn
      Grippo
                          
                          53
                          
                          Chief
      Financial
Officer
 
 Gary
Stein
  Mr. Stein
joined the Company as President, Director and Secretary December 1,
2007.  Mr. Stein is an attorney with more than 30 years business and
corporate experience. From 1993 to present Mr. Stein has been self-employed with
DB Capital, where he has advised numerous small emerging growth companies,
taking senior financial and legal management positions when necessary, the
raising of capital, both equity and debt and advising these companies as to
mergers and acquisitions in the interest of the company’s
shareholders.  Mr. Stein has advised these companies in raising in
excess of $80,000,000 in permanent equity financing. From 1995 through 2000 Mr.
Stein was CFO and CAO for Pinnacle Technologies, Inc. a leading provider of IT
staffing for government and Fortune 500 companies. Mr. Stein is a graduate of
Capital University receiving both a B.A. in 1971 and J.D degree in
1974.
  Martin Licht
  Martin
Licht joined the company as Chief Executive Officer and Director in September
2007.  He resigned as Chief Executive Officer and was named as
Executive Vice President December 1, 2007 Martin Licht is a practicing attorney
with more than thirty five years of diversified legal
experience.  From 1979 through 1994 Mr. Licht was affiliated with the
law firm of Herzfeld & Rubin PC, where the directed the firm’s real estate
law practice.  Mr. Licht served as a member of the law firm of Gallet,
Dryer & Berkey from 1995 through 1997.  Since 1997 Mr. Licht has
been self-employed and is a specialist in mergers and acquisitions, public
financings, and real estate matters, having directed approximately two hundred
twenty five real estate transactions, public offerings and private placements.
Mr. Licht is a graduate of New York University and received LLB and J D Degrees
from Brooklyn Law School in 1967.
 
 Alberto Salvucci
  Alberto
Salvucci has be a member of the Board since January 1997. Mr. Salvucci has been
the President of the Company since 1988 until 2007.  He has provided
design, production and production control services to the Company since its
inception.
  - 16
-
  Mark
Lazar
  Mark
Lazar joined the Company as a director in June of 2006.  For the last
ten years, he has been the CEO of Lazar Equities, a direct owner and property
manager of mixed use, industrial and
residential properties in Montreal and New York.
  Steven Kessler
 Steven
Kessler joined the Company in 2006 as President and director. Mr. Kessler is an
independent financial consultant with more than 20 years of experience in the
investment industry.  He is a co-founder, President and Chief
Executive Officer of Advanced Respiratory Technologies, Inc., a privately held
medical technology company and is the President of Strategic Resources. Mr.
Kessler has provided various financial and investor relations services to
emerging public companies. Mr. Kessler also formerly held senior staff positions
at Manufacturers Hanover Trust Company and began his career as an accountant at
Alexander Grant & Company.  Mr. Kessler graduated from Brooklyn
College of the City University of New York with a Bachelors of Science Degree in
Accounting.
 
 John Grippo
  John Grippo,
CPA is the president of his own financial
management practice, John Grippo, Inc.
since 2000. In that capacity, he serves as Chief Financial Officer to small
to mid-sized public and private companies, as well as
providing accounting and consulting services.  Mr. Grippo previously served
as Chief Financial Officer at companies in
the manufacturing, electric vehicles and financial services industries. In
addition, he has extensive experience in the anti-terrorism, seminar,
entertainment software and house wares industries.  He worked for
five years as
an auditor with Arthur Andersen, LLP.  Mr. Grippo
is a member of the New York State Society of Certified
Public Accountants.
 
 Board
of Directors
 
 Each of
the directors of the Company holds office until his successor is elected or
until his death, resignation or removal.  Officers hold office until
the meeting of the Board of Directors following each Annual Meeting of
Stockholders and until their successors have been chosen and
qualified.  The Company has not held an annual meeting since June 6,
1997.  The Company intends to hold an annual meeting as soon as is
practical.
 
 Audit
Committee of the Board of Directors
  The Board
of Directors has a separate audit committee. The audit committee is composed of
Mr. Lazar and Mr. Kessler, each of whom is independent directors. The Board of
Directors has determined that Mr. Kessler meets the standards of an audit
committee “financial expert” as defined by the Sarbanes Oxley Act of
2002.
 
 Compliance
with Section 16(a) of the Exchange Act.
  Section
16(a) of the Securities Exchange Act of 1934 requires the executive officers and
directors of the Company, and persons who beneficially own more than 10% of the
common stock, to file initial reports of ownership and reports of changes of
ownership with the Securities and Exchange Commission and furnish copies of
those reports to the Company.  Each of the executive officers and
directors and persons who beneficially own more than 10% of the common stock of
the Company were delinquent in filing a form 3 and/or 4 during the fiscal
year.
  - 17
-
  Code
of Ethics
  The
Company’s Board of Directors adopted a Code of Ethics which applies to all of
the Company’s directors, executive officers and employees.  A copy of
the Code of Ethics is available upon request to the Company’s counsel at
Robinson & Cole, LLC 1055 Washington Boulevard. Stamford CT
06901-2249.
  Item
11.          Executive
Compensation
  The
following summary compensation table sets forth the aggregate compensation which
the Company paid or accrued to its Chief Executive Officer during the fiscal
years ended September 30, 2006, 2007 and 2008.  None of the Company’s
executive officers received compensation in excess of $100,000 during the fiscal
year ended September 30, 2008.
  Summary
Compensation Table
  Name
      and
                                                                                              Principal
      Position
                                                                                            
                                                                                            Fiscal
                                                                                              Year
                                                                                              Ended
                                                                                              Sept.
      30,
                                                                                            
                                                                                            Salary
                                                                                              $
                                                                                            
                                                                                            
                                                                                            Bonus
                                                                                              $
                                                                                            
                                                                                            
                                                                                            Stock
                                                                                              Awards
                                                                                            
                                                                                            
                                                                                            Option
                                                                                              Awards
                                                                                            
                                                                                            
                                                                                            Non-
                                                                                              Equity
                                                                                              Incentive
                                                                                              Plan
                                                                                            
                                                                                            
                                                                                            Change
      in
                                                                                              Pension
      Value
                                                                                              &
      Nonqualified
                                                                                              Deferred
                                                                                              Compensation
                                                                                              Earnings
                                                                                            
                                                                                            
                                                                                            All
      Other
                                                                                              Compensation
                                                                                              $
                                                                                            
                                                                                            
                                                                                            TotalSteven
      Kessler,
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            331,931
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            331,931Director
      (1)
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            02006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Martin
      Licht,(3)
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Executive
      Vice
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0President,
      Director
                                                                                            
                                                                                            2006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0John
      Grippo,(6)
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            165,965
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            165,965Chief
      Financial
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Officer
                                                                                            
                                                                                            2006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Gary
      Stein, (2)
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            1,991,558
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            1,991,5880
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0President,
      Director,
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Secretary
                                                                                            
                                                                                            2006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000Alberto
      Salvucci, (4)
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            331,931
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            331,931Director
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            02006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000Mark
      Lazar, (5)
                                                                                            
                                                                                            2008
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0Director
                                                                                            
                                                                                            2007
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            02006
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            0
                                                                                            
                                                                                            
                                                                                            
                                                                                            75,000
  - 18
-
 (1)
                Steven
      Kessler was president from 2006 till December 1, 2007.  The
      payment received was in the form of 333,333 shares of common stock for
      directors’ fees.
 (2)
                Gary
      Stein became president and secretary on December 1, 2007.  The
      payments received were in the form of 2,000,000 and 333,333 shares of
      common stock for directors’ fees and compensation for serving as
      president.  The shares were issued to his wife.  Mr.
      Stein disclaims any ownership of the stock.
 (3)
                Martin
      Licht was appointed Chief Executive Officer and Director from September
      2007 to December 2007.  He became executive vice president on
      December 1, 2007.
 (4)
                Alberto
      Salvucci resigned as president in 2006.  The payment received
      was in the form of 333,333 and 2,222 shares of common stock in 2008 and
      2006 for directors’ fees.
 (5)
                Mark
      Lazar received payment for directors’ fees in the form of 2,222 shares of
      common stock.
 (6)
              John
      Grippo received 1,156 shares of common stock for services as a consultant
      prior to being named Chief Financial Officer and 166,666 shares of common
      stock for services as a Chief Financial
Officer.
  Stock
Issued in fiscal 2008 and 2007
  Steven
Kessler was issued 333,333 shares of common stock in fiscal 2008.  The
shares were issued for services rendered to the Company as a
director.  Mr. Salvucci was issued 333,333 shares of common stock in
fiscal 2008 for serving as a director.  Mr. Stein was issued 2,000,000
shares of common stock in fiscal 2008 for serving as president and
director.
  John
Grippo was issued 166,666 shares of common stock in fiscal 2008.  The
shares were issued for services rendered to the Company as a Chief Financial
Officer.
  4,091,667
common shares were issued in fiscal 2008 for services to officers, directors and
outside consultants.
  Options
Granted in Fiscal 2008 and 2007
  None.
  Grant
of Plan-Based Awards
  None
  Option
Exercises and Stock Vested
  None
  Outstanding
Equity Awards at Fiscal Year End
  None
 
 - 19
-
 
 Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
  During
the fiscal year ended September 30, 2008 no options were exercised by any of the
Company’s executive officers.  There are no unexercised options
outstanding as of September 30, 2008.
 
 Employment
Agreements
  None
  Director
Compensation
  The
Company’s directors do not receive fixed compensation for their services as
directors.
  Item
12.          Security
Ownership of Certain Beneficial Owners and Management and Related Stock Holder
Matters
  The
following table sets forth, as of January 13, 2009, certain information as to
the beneficial ownership of our common stock by:
  ·
                each
      person known by us to own more than five percent (5%) of our outstanding
      shares;
 ·
                each
      of our directors;
 ·
                each
      of our executive officers named in the Summary Compensation Table under
      “Executive Compensation”; and
 ·
              all
      of our directors and executive officers as a
  group.
  Amount and Nature of
Beneficial
                                      Ownership (1)(2)Name
      and Address of
                                      Beneficial Shareholder
                                    
                                    Common
                                      Stock
                                    
                                    
                                    Percentage of
                                      Ownership
                                      (1)(2)
                                    
                                    
                                    Percentage
                                      of Voting
                                      Power
                                      (1)(2)Alberto
      Salvucci
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    749,183
                                    
                                    
                                    
                                    3.93
                                    %
                                    
                                    
                                    3.93
                                    %Martin
      Licht(3)
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    4,000,000
                                    
                                    
                                    
                                    21.0
                                    %
                                    
                                    
                                    21.0
                                    %Steven
      Kessler
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    333,333
                                    
                                    
                                    
                                    1.75
                                    %
                                    
                                    
                                    1.75
                                    %John
      Grippo
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    340,000
                                    
                                    
                                    
                                    1.78
                                    %
                                    
                                    
                                    1.78
                                    %Gary
      Stein (4)
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    2,333,334
                                    
                                    
                                    
                                    12.2
                                    %
                                    
                                    
                                    12.2
                                    %Mark
      Lazar
                                      137
      Rowayton Ave., Ste 110
                                      Rowayton,
      CT 06853
                                    
                                    
                                    333,334
                                    
                                    
                                    
                                    1.75
                                    %
                                    
                                    
                                    1.75
                                    %All
      executive officers and directors as a group (6 persons)
                                    
                                    
                                    8,089,184
                                    
                                    
                                    
                                    42.4
                                    %
                                    
                                    
                                    42.4
                                    %
  - 20
-
  (1)
                Beneficial
      ownership is calculated in accordance with Rule 13d-3 under the Securities
      Exchange Act of 1934.  Shares subject to stock options, for
      purposes of this table, are considered beneficially owned only to the
      extent currently exercisable or exercisable within 60 days after January
      13, 2009.  All percentages are based on 19,066,071 common
      shares.
 (2)
                Except
      as otherwise indicated, each of the parties listed has sole voting and
      investment power with respect to all shares of common stock indicated
      above.
 (3)
                Mr.
      Licht gave all his shares to MacKenzie Design Ltd. And disclaims any
      ownership.
 (4)
              Includes
      2,333,334 shares owned by Joy Stein, Mr. Stein’s Spouse.  Mr.
      Stein disclaims any ownership.
  Item
13.          Certain Relationships,
Related Transactions and Director Independence
  (a)
              Related
      Party Transactions
 
 None.
 
 (b)
              Independent
      Director
 
 Steven Kessler, Alberto Salvuci and
Mark Lazar are the only independent directors.
 
 Item
14. Principal
Accountant Fees and Services
  Audit
Fees
  Audit
fees were billed to the Company by Sobel & Co., LLC for its audit of the
Company’s financial statements filed with the Securities and Exchange Commission
for 2008 totaled $23,000.
 
 Tax
Fees
  No fees
billed to the Company by Sobel & Co., LLC for its tax returns for the fiscal
year 2008 and 2007.
  Other
Fees
  No other
fees were billed by Sobel & Co., LLC for all other non-audit or tax services
rendered to the Company for the fiscal year 2008 and 2007,
respectively.
  Audit
Committee Pre-Approval Policies
  None
  - 21
-
 
 Item
15.  Exhibits and Financial Statement Schedules
  EXHIBIT
INDEX
  Exhibit Number
                                              
                                              Description21.1
                                              
                                              Subsidiary31.1
                                              
                                              Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                                              
                                              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.2
                                              
                                              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant
      to Section 906 of the Sarbanes-Oxley Act of 200232.2
                                              
                                              Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002
  - 22
-
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized in Rowayton, State of Connecticut, on
the 13th day of January 2009.
  Market
      & Research Corp.BY:
                                      /s/
      Gary SteinGary
      Stein,President
      (Principal Executive Officer)BY:
                                      /s/
      John GrippoJohn
      GrippoChief
      Financial Officer (Principal Financial
Officer)
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the
capacities and on the date indicated.
  Signature
                                            
                                            Title
                                            
                                            Date/s/
      Steven Kessler
                                            
                                            Director
                                            
                                            January
      13, 2009Steven
      Kessler/s/
      Martin Licht
                                            
                                            Director
                                            
                                            January
      13, 2009Martin
      Licht/s/
      Alberto Salvucci
                                            
                                            Director
                                            
                                            January
      13, 2009Alberto
      Salvucci/s/
      Gary Stein
                                            
                                            Director
                                            
                                            January
      13, 2009Gary
      Stein
  - 23
-