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,
2009




OR




o
            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 incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





315 Post Road West,
2ndFlr Westport, CT
06880


(Address
of Principal Executive Offices with Zip Code)




Registrant’s
telephone number, including area code (203)
226-4800





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 x   No
o




Issuer’s
revenues for its most recent fiscal year: September 30, 2009 = $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, 2010 was approximately
$2,900,000.




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, 2010, there were 27,491,070  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.  It has signed acquisition agreements with three operating
companies and as of this filing has conditionally raised $340,000 to fund the
acquisition of one of those companies subsequent to year end.  The
borrowing agreement is unsecured and has a term of two years at
14%.  In addition, the borrowers issued 1,700,000 shares of common
stock valued at $.20 per share.  There is no certainty that the
acquisitions will be completed.





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 companies/investments and is
in the process of securing funds to acquire those companies/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.





- 2
-


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.





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.





- 3
-


All three of these entities
have agreed to an extension of the acquisition agreements to June 30,
2010.





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.





Subsequent
Events





The
Company has borrowed $340,000 from 5 individuals.  The borrowing
agreement is unsecured and has a term of two years at 14%.  In
addition, the borrowers issued 1,700,000 shares of stock at $.20 per
share.





The
Company issued a total of 1,100,000 common shares subsequent to year end to
consultants for services so rendered.





The
company entered into a new five (5) year lease agreement through November 2014,
at a monthly rental rate of $6,525 in years one and two, and $7,250 in years
three through five, for its principal corporate executive offices.





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, 2010, 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, 2009, our net loss was $2,071,380.  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.





- 4
-


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.





As
discussed above, as of September 30, 2009, 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.





- 5
-





Our
stock price can be extremely volatile.





Our
common stock is traded on the OTC Bulletin Board. 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.





Trading on the OTC Bulletin Board
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 Bulletin Board. Trading in stock quoted on the
OTC Bulletin Board 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 Bulletin Board is not a
stock exchange, and trading of securities on the OTC Bulletin Board is often
more sporadic than the trading of securities listed on the Nasdaq
SmallCap.





If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, shares of our common stock could be removed from the OTC
Bulletin Board. As a result, the market liquidity for our securities could be
severely adversely affected by limiting the ability of broker-dealers to sell
our securities and the ability of stockholders to sell their securities in the
secondary market.





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.





- 6
-





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.





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.  MANY OF THESE
RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT FOR US TO
FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
IN THE FORWARD-LOOKING STATEMENTS.





Item 2.
            Description
      of Property





The
Company’s principal executive offices are located at 315 Post Road West, 2nd Flr
Westport, CT 06880 at no cost.  As the Company has no employees, the
office is primarily for mail and phone calls, there is an estimate of $8,750 per
year for the value for the space included in the financial
statements.





Subsequent
to year end the company entered into a new five (5) year lease agreement through
November 2014, at a monthly rental rate of $6,525 in years one and two, and
$7,250 in years three through five, for its principal corporate executive
offices.





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” and since January 2009 it has been
listed on the over-the-counter-market under the symbol MTRE.OB.  The
following table sets forth, for the periods indicated the high and low closing
sales prices for our common stock.





High
            
            
            LowCommon
      Stock Fiscal 20081st
      Quarter
            
            $
            1.158
            
            
            $
            0.1542nd
      Quarter
            
            $
            1.416
            
            
            $
            0.2573rd
      Quarter
            
            $
            1.54
            
            
            $
            0.3434th
      Quarter
            
            $
            0.96
            
            
            $
            0.17Common
      Stock Fiscal 20091st
      Quarter
            
            $
            0.40
            
            
            $
            0.0692nd
      Quarter
            
            $
            0.27
            
            
            $
            0.063rd
      Quarter
            
            $
            0.45
            
            
            $
            0.0554th
      Quarter
            
            $
            0.51
            
            
            $
            0.145





The
closing price of our common stock on January 5, 2010 was $.14.





As of
January 13, 2010, 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, 2009 and 2008. The
selected financial information presented below should be read in conjunction
with such consolidated financial statements and notes thereto.








- 8
-




Selected Financial
Information





2009
            
            
            2008Revenue
            
            $
            0
            
            
            $
            0Net
      Loss
            
            
            (2,071,380
            )
            
            
            (5,921,511
            )Stockholders’
      Deficit
            
            
            (620,565
            )
            
            
            (355,035
            )





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
2009 Compared to Fiscal 2008





Revenues





The
Company had no revenues or operations in either 2009 or 2008.





Cost
of Sales





The
Company had no cost of sales or operations in either 2009 or 2008.





Impairment
Losses





The
Company recognized $0 impairment loss during the year ended September 30, 2009
and $77,500 and $1,200,000 during the same period in fiscal 2008.  The
2008 loss of $77,500 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 2008 loss of $1,200,000 was attributable to the spin
off of the wholly owned subsidiary LifeHealthCare, Inc.


- 10
-





Selling,
General and Administrative Expenses





The
Company recognized $690,680 in administrative expenses and professional expenses
of $1,380,700 in 2009.  The Company recognized $738,233in general and
administrative expenses and professional fees of $3,905,778 in
2008.  The expenditures for general and administrative expenses were
primarily related to efforts to revive the Company.  The general and
administrative expense for 2009 were less than 2008 general and administrative
expenses due primarily to an additional directors fees expensed in
2008.  The decrease from 2008 to 2009 was due to fewer shares issued
for services and lower stock prices at the time of issuance of stock for
consulting services.





Provision
for Income Taxes





The
Company had no income current tax expense and has taken a full valuation
allowance on deferred taxes in 2009 and 2008.





Net
Loss





The
Company recognized net losses of $5,921,511 during fiscal 2008 as compared to
$2,071,380 during the current year for an overall decrease in net loss of
$3,850,131. The decrease was due primarily to the impairment losses and the
issuance of stock for consulting services in 2008.





Financial
Condition, Liquidity and Capital Resources





We have
incurred cumulative losses since inception, and the report from our registered
independent public accounting firm on our audited financial statements at
September 30, 2009 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.





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.


- 11
-





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 September 30, 2008 and determined that it
was fully impaired.





Income
Taxes





The
income tax (provision) benefit is computed on the basis of the various tax
jurisdictions' income or loss before income taxes. Deferred income taxes reflect
the tax effects of differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The Company uses judgment and assumptions to determine if valuation
allowances for deferred income tax assets are required if realization is not
likely by considering future market growth, forecasted operations, future
taxable income, and the amounts of earnings in the tax jurisdictions in which it
operates.





The
Company considers income taxes in each of the tax jurisdictions in which it
operates in order to determine its effective income tax rate. Current income tax
exposure is identified and temporary differences resulting from differing
treatments of items for tax and financial reporting purposes are assessed. These
differences result in deferred tax assets and liabilities, which are included in
the Company's balance sheets. Additionally, the Company evaluates the
recoverability of deferred income tax assets from future taxable income and
establishes valuation allowances if recovery is deemed not more likely than not.
Accordingly, income taxes in the statements of operations are impacted by
changes in the valuation allowance. Significant management estimates and
judgment are required in determining any valuation allowance recorded against
net deferred tax assets. The Company accounts for uncertain tax positions by
recording a liability for unrecognized tax benefits resulting from uncertain tax
positions taken, or expected to be taken, in its tax returns.





The
Company has not filed any federal, state or local tax returns for over ten
years.  The Company expects to file all its delinquent tax returns
within the next year.





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.


- 12
-


Market
& Research Corp. and Subsidiary





TABLE OF
CONTENTS








PAGEReport of Registered Independent Public Accounting
      Firm
            F-1FINANCIAL
      STATEMENTSBalance
      Sheets
            F-2Statements of
      Operations
            F-3Statements of
      Stockholders’ Deficit
            F-4Statements of
      Cash Flows
            F-5Notes to
      Financial Statements
            F-6 –
      F-13








REPORTOF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Market
& Research Corp.


Westport,
CT





We have
audited the accompanying balance sheets of Market & Research Corp (the
“Company”) as of September 30, 2009 and 2008 and the related statements of
operations, stockholders’ deficit and cash flows for the years ended September
30, 2009 and 2008.  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 financial position of Market &
Research Corp. at September 30, 2009 and 2008 and the results of their
operations and their cash flows for the years ended September 30, 2009 and 2008,
in conformity with accounting principles generally accepted in the United States
of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
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 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, 2010





F-1


Market & Research Corp.


BALANCE
SHEETS


SEPTEMBER
30, 2009 and 2008





ASSETS
            
            2009
            
            
            2008Current
      assets:Cash
            
            $
            257
            
            
            $
            294Prepaid
            
            
            25,000
            
            
            
            0Total
      current assets
            
            
            25,257
            
            
            
            294Total
      Assets
            
            $
            25,257
            
            
            $
            294LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      liabilities:Accrued
      liabilities
            
            $
            486,284
            
            
            $
            232,702Due
      to officers
            
            
            159,538
            
            
            
            122,627Total
      current liabilities
            
            
            645,822
            
            
            
            355,329Total
      Liabilities
            
            
            645,822
            
            
            
            355,329Commitments
      and ContingenciesStockholders’
      Deficit:Common
      stock, $0.01 par value,150,000,000 shares authorized; 24,866,070 and
      14,974,404 shares issued and outstanding
            
            
            248,661
            
            
            
            149,745Additional
      paid-in capital
            
            
            26,129,925
            
            
            
            24,422,991Accumulated
      deficit
            
            
            (26,999,151
            )
            
            
            (24,927,771
            )Total
      Stockholders’ Deficit
            
            
            (620,565
            )
            
            
            (355,035
            )Total
      Liabilities and Stockholders’ Deficit
            
            $
            25,257
            
            
            $
            294





See
report of independent registered public accounting firm and accompanying notes
to financial statements





F-2





Market & Research Corp.


STATEMENTS
OF OPERATIONS


YEARS
ENDED SEPTEMBER 30, 2009 AND 2008





2009
            
            
            2008Revenues
            
            $
            0
            
            
            $
            0Professional
      fees
            
            
            1,380,700
            
            
            
            3,905,778Impairment
      loss
            
            
            -
            
            
            
            77,500Loss
      in value of distributed subsidiary
            
            
            -
            
            
            
            1,200,000General
      & administrative expenses
            
            
            690,680
            
            
            
            738,233Total
      selling, general and administration expenses
            
            
            2,071,380
            
            
            
            5,921,511Net
      loss before income tax
            
            
            (2,071,380
            )
            
            
            (5,921,511
            )Provision
      for income taxes
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (2,071,380
            )
            
            $
            (5,921,511
            )Loss
      Per Share – Basic and Diluted:
            
            $
            (.10
            )
            
            $
            (.49
            )Weighted
      Average Common Stock Outstanding:
            
            
            20,731,436
            
            
            
            11,973,904





See
report of independent registered public accounting firm and accompanying notes
to financial statements


F-3


Market & Research Corp.


STATEMENTS
OF STOCKHOLDERS’ DEFICIT


YEARS
ENDED SEPTEMBER 30, 2009 AND 2008





AdditionalCommon Stock
            
            
            Paid-in
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalBalance,
      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
            
            
            
            
            
            
            
            1,291,324Balance,
      September 30, 2008
            
            14,974,404
            
            
            
            149,745
            
            
            
            24,422,991
            
            
            
            (24,927,771
            )
            
            
            (355,035
            )Issuance
      of shares for services
            
            9,141,667
            
            
            
            91,416
            
            
            
            1,614,434
            
            
            
            
            
            
            
            1,705,850Sale
      of common shares
            
            749,999
            
            
            
            7,500
            
            
            
            92,500
            
            
            
            
            
            
            
            100,000Net
      loss for the year ended September 30, 2009
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,071,380
            )
            
            
            (2,071,380
            )Balance,
      September 30, 2009
            
            24,866,070
            
            
            $
            248,661
            
            
            $
            26,129,925
            
            
            $
            (26,999,151
            )
            
            
            (620,565
            )





See
report of independent registered public accounting firm and accompanying notes
to financial statements


F-4


Market & Research Corp.


STATEMENTS
OF CASH FLOWS


YEARS
ENDED SEPTEMBER 30, 2009AND 2008


2009
                
                
                2008Cash
      Flows from Operating Activities:Net
      loss
                
                $
                (2,071,380
                )
                
                $
                (5,921,511
                )Impairment
      loss
                
                
                -
                
                
                
                77,500Valuation
      of distributed asset
                
                
                -
                
                
                
                1,200,000Shares
      issued for services
                
                
                1,705,850
                
                
                
                4,447,306Amortization
      of intellectual property
                
                
                -
                
                
                
                7,500Changes
      in assets and liabilitiesDecrease/(increase)
      in prepaid expenses
                
                
                -
                
                
                
                18,273Increase
      prepaid
                
                
                (25,000
                )
                
                
                -Increase
      in accrued liabilities
                
                
                253,582
                
                
                
                170,278Net
      Cash From (Used in) Operating Activities
                
                
                (136,948
                )
                
                
                (654
                )Cash
      Flows from Financing Activities:Sale
      of common shares
                
                
                100,000
                
                
                
                -Spinoff
      of net liabilities of LifeHealthCare, Inc.
                
                
                -
                
                
                
                9,926Proceeds
      from/(repayments to) officer-net
                
                
                36,911
                
                
                
                (8,978
                )Net
      Cash Provided by Financing Activities
                
                
                136,911
                
                
                
                948Net
      Change in Cash
                
                
                (37
                )
                
                
                294Cash
      and Cash Equivalents, Beginning
                
                
                294
                
                
                
                0Cash
      and Cash Equivalents, Ending
                
                $
                257
                
                
                $
                294Supplemental
      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 financial statements


F-5


Market& Research
Corp.


notes
to 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:





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.





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, 2009 and 2008 the amortization expense on intangible assets
amounted to $0 and $7,500, 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.





F-6


Stock-Based
Compensation





The
Company applies the provisions of ASC 718, “Compensation — Stock Compensation”,
which requires companies to measure all employee stock-based compensation awards
using a fair value method and recognize compensation cost in its financial
statements.  The Company recognizes the fair value of stock-based
compensation awards as selling, general and administrative expense in the
consolidated statements of operations on a straight-line basis over the vesting
period.  The Company
recorded $1,705,850and $4,447,306 for the years ended September 30, 2009 and
2008 for the issuance of stock.





Income
Taxes





Income
tax expense is based on pretax income.  Deferred income taxes are computed
using the asset-liability method in accordance with ASC 740, “Income Taxes”, and
are provided on all temporary differences between the financial basis and the
tax basis of the Company’s assets and liabilities.  The Company accounts
for any uncertain tax positions, including issues related to the recognition and
measurement of those tax positions, in accordance with the tax position guidance
in ASC 740.  During the year ended September 30, 2009, the Company
recognized no adjustments for uncertain tax benefits.





Net
Income (Loss) Per Share





Net
Income (Loss) per common share is based on the Net Income (Loss) divided by
weighted average number of common shares outstanding.





Diluted
earnings per share are computed using weighted average number of common shares
plus dilutive common share equivalents outstanding during the period using the
treasury stock method.  As the Company has a loss for the periods
ended September 30, 2009 and 2008 the potentially dilutive shares are
anti-dilutive and are thus not added into the earnings per share
calculation.





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.





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.





F-7


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
June 2009 the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting
Principles”.  ASC 105 establishes the Codification as the sole source of
authoritative accounting principles to be applied in the preparation of
financial statements in conformity with GAAP.  The adoption of this
statement did not have a material impact on the Company’s financial position or
results of operations.





In
October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13,
“Revenue Recognition - Multiple-Deliverable Revenue Arrangements”.  The
guidance in ASU 2009-13 amends the criteria for separating consideration in
multiple-deliverable arrangements and expands required disclosures related to a
company’s multiple-deliverable revenue arrangements.  ASU 2009-13 is
effective prospectively for fiscal years beginning on or after June 15,
2010.  The Company is currently assessing the impact that adoption will
have on its financial position or results of operations.





In
June 2009 the Company adopted ASC 855, “Subsequent Events”, which
establishes the general standards of accounting for and disclosures required for
events occurring after the balance sheet date but before financial statements
are issued or are available to be issued.  Under ASC 855 the effects of all
subsequent events that provide additional evidence about conditions that existed
at the date of the balance sheet, including the estimates inherent in the
process of preparing financial statements, are required to be recognized in the
financial statements.  Subsequent events that provide evidence about
conditions that did not exist at the date of the balance sheet but arose after
the balance sheet date but before financial statements are issued or are
available to be issued should not be recognized in the financial statements but
may need to be disclosed to prevent the financial statements from being
misleading.  The adoption did not have a material impact on the subsequent
events that we report, either through recognition or disclosure, in our
financial statement.





In
November 2008 the Company adopted ASC 820, “Fair Value Measurements and
Disclosures”, which defines fair value, establishes a framework for measuring
fair value in accordance with accounting principles generally accepted in the
United States, and expands disclosures about fair value measurements.  This
statement does not require any new fair value measurements; rather, it applies
under other accounting pronouncements that require or permit fair value
measurements.  The adoption of ASC 820 did not have a material impact on
the Company’s   financial position or results of
operations.





In
December 2007 the FASB issued ASC 805, “Business Combinations”.  Under
ASC 805, an entity is required to recognize the assets acquired, liabilities
assumed, contractual contingencies, and contingent consideration at their fair
value on the acquisition date. It further requires that acquisition-related
costs are recognized separately from the acquisition and expensed as incurred,
restructuring costs generally expensed in periods subsequent to the acquisition
date, and changes in accounting for deferred tax asset valuation allowances and
acquired income tax uncertainties after the measurement period impact income tax
expense.  The adoption of ASC 805 will change the accounting treatment
for business combinations on a prospective basis beginning in the first quarter
of fiscal year 2010.





In
December 2007 the FASB issued ASC 810, “Consolidation”.  ASC 810
changes the accounting and reporting for minority interests, which will be
recharacterized as non-controlling interests and classified as a component of
equity.  ASC 810 is effective for us on a prospective basis for business
combinations with an acquisition date beginning in the first quarter of fiscal
year 2010.  As of September 30, 2009, the Company did not have any minority
interests; therefore the adoption of this statement is not expected to have an
impact on the Company’s   financial statements.





F-8


In
April 2008 the FASB issued guidance which was primarily codified into ASC
350 “Intangibles — Goodwill and Other”.  The guidance amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of intangible assets.  The intent of the guidance
is to improve the consistency between the useful life of a recognized intangible
asset under the accounting standards and the period of the expected cash flows
used to measure the fair value of the asset.  The Company will adopt in the
first quarter of fiscal 2010 and will apply the guidance prospectively to
intangible assets acquired after adoption.





Other
accounting standards that have been issued or proposed that do not require
adoption until a future date are not expected to have a material impact on the
financial statements upon adoption.





Reclassifications


Certain
amounts from prior years have been reclassified to conform to the 2009
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, $27,000,000, 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





Amortization
expense for intangible assets was $0 and $7,500 for the years ended September
30, 2009 and 2008 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.  At September 30, 2008 management determined that the CE
Designation was fully impaired and the Company expensed $75,000.





NOTE
      5.
            RELATED
      PARTY TRANSACTIONS





At
September 30, 2009 and 2008 the Company owed two officers, Gary Stein (President
and director) and Martin Licht (Executive Vice President and director) a total
of $159,538 and $122,627.  These amounts are non-interest bearing,
unsecured, and due on demand: however the officers have agreed not to demand
payments for one year.  During fiscal 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
      6.
            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,


F-9


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.  No
provision for income taxes has been recorded due to the net operating loss
carryforward of approximately $9,760,000 as of September 30, 2009 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, 2009 and 2008 are as
follows:





2009
            
            
            2008Deferred
      tax asset:Net
      operating loss carryforward
            
            $
            3,295,000
            
            
            $
            2,595,000Valuation
      allowance
            
            
            (3,295,000
            )
            
            
            (2,595,000
            )$
            -
            
            
            $
            -





The
components of income tax expense are as follows:





2009
            
            
            2008Current
      Federal Tax
            
            $
            -
            
            
            $
            -Current
      State Tax
            
            
            -
            
            
            
            -Change
      in NOL benefit
            
            
            (700,000
            )
            
            
            (1,604,000
            )Change
      in allowance
            
            
            700,000
            
            
            
            1,604,000$
            -
            
            
            $
            -





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
            
            
            
            20282009
            
            
            2,070,000
            
            
            
            2029





The
Company has not filed any federal, state or local tax returns for over ten
years.  The Company expects to file all its delinquent tax returns
within the next year.





F-10








NOTE
      7.
            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





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.





F-11




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.





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 LifeHealth Care,
Inc.





Rent
expense for September 30, 2008 and 2007 amounted to approximately $9,000 in each
year.









NOTE
      8.
            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.





F-12


NOTE
      9.
            SUBSEQUENT
      EVENTS





In
connection with preparation of the Financial Statements for fiscal year ended
September 30, 2009, the Company has evaluated subsequent events for potential
recognition and disclosures through January 13, 2010, the date of financial
statement issuance.





The
Company has borrowed $340,000 from 5 individuals.  The borrowing
agreement is unsecured and has a term of two years at 14%.  In
addition, the borrowers issued 1,700,000 shares of stock a value of $.20 per
share.





The
Company issued 1,100,000 common shares subsequent to September 30, 2009 to a
consultant for consulting services rendered in fiscal year 2010.





The
Company entered into a new five (5) year lease agreement through November 2014,
at a monthly rental rate of $6,525 in years one and two, and $7,250 in years
three through five, for its principal corporate executive offices.








Year
      Ended September 30:2010
            
            $
            65,2502011
            
            
            78,3002012
            
            
            85,5502013
            
            
            87,0002014
            
            
            87,000Thereafter
            
            
            14,500$
            417,600










F-13


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.





- 13
-


PART III.


ITEM 10.
              Directors
      and Executive Off





Directors
and Executive Officers





The
Company’s directors and executive officers, their ages and present position are
as follows:





Name
            
            Age
            
            PositionsMartin
      Licht
            
            68
            
            Executive
      Vice President, DirectorGary
      Stein
            
            60
            
            President,
      Director, SecretaryMark
      Lazar
            
            57
            
            DirectorAlberto
      Salvucci
            
            54
            
            DirectorSteven
      Kessler
            
            63
            
            DirectorJohn
      Grippo
            
            54
            
            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.





- 14
-


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
 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.





- 15
-


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 Robinson & Cole, LLC1055Washington 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, 2007, 2008 and 2009.  None of the Company’s
executive officers received compensation in excess of $100,000 during the fiscal
year ended September 30, 2009.





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,
            2009
            0
            0
            0
            0
            0
            0
            0
            0Director
      (1)
            2008
              2007
            0
              0
            0
              0
            331,931
              0
            0
              0
            0
              0
            0
              0
            0
              0
            331,9310Martin
      Licht,(3)
            2009
            0
            0
            448,200
            0
            0
            0
            0
            448,2000Executive
      Vice President, Director
            2008
              2007
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0John
      Grippo,(5)
            2009
            0
            0
            0
            0
            0
            0
            0
            0Chief
      Financial Officer
            2008
              2007
            0
              0
            0
              0
            165,965
            0
              0
            0
              0
            0
              0
            0
              0
            165,9650Gary
      Stein, (2)
            2009
            0
            0
            149,000
            0
            0
            0
            0
            149,000President,
      Director, Secretary
            2008
              2007
            0
              0
            0
              0
            1,991,558
            0
              0
            0
              0
            0
              0
            0
              0
            1,991,588
              0Alberto
      Salvucci, (4)
            2009
            0
            0
            0
            0
            0
            0
            0
            0Director
            2008
              2007
            0
              0
            0
              0
            331,9310
            0
              0
            0
              0
            0
              0
            0
              0
            331,9310Mark
      Lazar,
            2009
            0
            0
            0
            0
            0
            0
            0
            0Director
            2008
              2007
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0





- 16
-


(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 shares of common stock for
      compensation for serving as executive vice president.  The
      shares were given 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.  The payments received were in the form
      of 1,000,000 and 2,000,000 shares of common stock for directors’ fees and
      compensation for serving as president.  He became Chairman and
      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 for
      directors’ fees.





(5)
            John
      Grippo received 166,666 shares of common stock for services as a Chief
      Financial Officer.





Stock
Issued in fiscal 2009 and 2008





See
Above





4,091,667
common shares were issued in fiscal 2009 for services to officers, directors and
outside consultants.





Options
Granted in Fiscal 2009 and 2008





None.





Grant
of Plan-Based Awards





None





Option
Exercises and Stock Vested





None





Outstanding
Equity Awards at Fiscal Year End





None





Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values





During
the fiscal year ended September 30, 2009 no options were exercised by any of the
Company’s executive officers.  There are no unexercised options
outstanding as of September 30, 2009.





- 17
-


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, 2010, 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 ofBeneficial Shareholder
            
            Common Stock
            
            
            Percentage of
              Ownership
              (1)(2)
            
            
            Percentage of Voting
              Power
              (1)(2)Alberto
      Salvucci
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            749,183
            
            
            
            2.80
            %
            
            
            2.80
            %Martin
      Licht(3)
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            7,000,000
            
            
            
            26.35
            %
            
            
            26.35
            %Steven
      Kessler
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            333,333
            
            
            
            1.25
            %
            
            
            1.25
            %John
      Grippo
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            340,000
            
            
            
            1.28
            %
            
            
            1.28
            %Gary
      Stein (4)
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            3,333,334
            
            
            
            12.55
            %
            
            
            12.55
            %Mark
      Lazar
              315
      Post Road West, 2nd
      flr
              Westport,
      CT 06880
            
            
            333,334
            
            
            
            1.25
            %
            
            
            1.25
            %All
      executive officers and directors as a group (6 persons)
            
            
            12,089,184
            
            
            
            45.51
            %
            
            
            45.51
            %





- 18
-


(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, 2010.  All percentages are based on 27,491,070 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)
            Includes
      4,000,000 shares Mr. Licht gave to MacKenzie Design Ltd.  Mr.
      Licht disclaims any ownership of these
shares.





(4)
            Includes
      2,000,000 shares owned by Joy Stein, Mr. Stein’s Spouse.  Mr.
      Stein disclaims any ownership in these
shares.





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 2009 totaled $22,850 and 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 2009 and 2008.





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 2009 and 2008,
respectively.





Audit
Committee Pre-Approval Policies





None





- 19
-


Item 15.
              Exhibits
      and Financial Statement Schedules
 EXHIBIT
INDEX





ExhibitNumber
            
            Description3.1
            
            Articles
      of incorporation, including amendments3.2
            
            By
      laws, including amendments10.1
            
            Stock
      Purchase Agreement, dated as of March 28, 2006, between the Company and
      Martin Licht filed herewith to replace Exhibit 10.1 to 10.3 to the
      Company’s Form 8-K dated May 10, 2006.21.1
            
            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 200232.1
            
            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








- 20
-


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 Westport, State of Connecticut, on
the 13th day of January 2010.





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, 2010Steven
      Kessler/s/
      Martin Licht
            
            Director
            January
      13, 2010Martin
      Licht/s/
      Alberto Salvucci
            
            Director
            January
      13, 2010Alberto
      Salvucci





- 21
-





/s/
      Gary Stein
            
            Director
            January
      13, 2010Gary
      Stein/s/
      Mark Lazar
            
            Director
            January
      13, 2010Mark
      Lazar