UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended May 31, 2008  [] 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: 000-51817   MARKET DATA CONSULTANTS, INC. (Exact name of registrant as specified in its charter)  Delaware98-0485299(State or other jurisdiction of incorporation)(IRS Employer Identification Number)Rm 2213-14, 22nd Floor,
Jardine House, 1 Connaught Place,
Central, Hong Kong(Address of principal executive offices)(852) 2802-8663(Registrants telephone number, including area code)  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 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.  [ X ] Yes   [ ] No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)Smaller reporting company [ X ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [X] Yes   [  ] No As of July 10, 2008, there were 8,500,000 shares of voting common stock, $0.001 par value, of Market Data Consultants, Inc. issued and outstanding.   - 1 -     PART I  FINANCIAL INFORMATION     ITEM 1. FINANCIAL STATEMENTS    The financial statements of Market Data Consultants, Inc., a Delaware corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Market Data Consultants, Inc., as included in its Form 10-KSB for the fiscal year ended February 29, 2008.   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2008     INDEX      Page  Condensed balance sheets 3  Condensed statements of operations and comprehensive income (loss) 4  Condensed statements of cash flows 5  Notes to the condensed financial statements 6 - 11           - 2 -        MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)   CONDENSED BALANCE SHEETS  AS OF MAY 31, 2008 AND FEBRUARY 29, 2008     As ofAs ofFebruary 29,May 31, 20082008(Unaudited)(Audited)US$US$ASSETSCurrent assetsCash and cash equivalents2,0082,076Total assets2,0082,076LIABILITIES AND STOCKHOLDERS (DEFICIT)Current liabilitiesAccrued audit fee5,3906,461Amount due to a stockholder (Note 9)37,38928,105Total liabilities42,77934,566Stockholders deficitCommon stock - US$0.001 par value (Note 6) :authorized 80,000,000 shares; 8,500,000shares issued and outstanding8,5008,500Accumulated deficit during the development stage(49,354)(40,973)Accumulated other comprehensive income (loss)83(17)Total stockholders deficit(40,771)(32,490)Total liabilities and stockholders deficit2,0082,076      See accompanying notes to the condensed financial statements.  - 3 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)   CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)  FOR THE THREE MONTHS ENDED MAY 31, 2008 AND 2007  AND FROM INCEPTION ON DECEMBER 15, 2005 THROUGH MAY 31, 2008     For the three months ended May 31, 2008For the three months ended May 31, 2007Cumulative total since inception(Unaudited)(Unaudited)(Unaudited)US$US$US$Revenue---ExpensesFormation expenses--563General and administrative expenses8,3813,16748,887Loss from operations(8,381)(3,167)(49,450)Interest income-1296Loss before income taxes(8,381)(3,155)(49,354)Income taxes (Note 4)---Net loss(8,381)(3,155)(49,354)Other comprehensive income (loss)Foreign currency translation adjustments100(8)83Total comprehensive loss(8,281)(3,163)(49,271)Net loss per share :Basic and diluted (Note 5)(0.00)(0.00)(0.01)Weighted average number of shares :Basic and diluted8,500,0008,500,0006,390,879      See accompanying notes to the condensed financial statements.  - 4 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)   CONDENSED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED MAY 31, 2008 AND 2007  AND FROM INCEPTION ON DECEMBER 15, 2005 THROUGH MAY 31, 2008     For the three months ended May 31, 2008For the three months ended May 31, 2007Cumulative total since inception(Unaudited)(Unaudited)(Unaudited)US$US$US$Cash flows from operating activities :Net loss(8,381)(3,155)(49,354)Change in liabilities :Accrued audit fee(1,071)3095,390Net cash used in operating activities(9,452)(2,846)(43,964)Cash flows from financing activities :Proceeds from issuance of common stock--8,500Advance from a stockholder9,2843,77737,389Net cash provided by financing activities9,2843,77745,889Effect of rate changes on cash100(8)83Net change in cash and cash equivalents(68)9232,008Cash and cash equivalents, beginning of period2,0762,184-Cash and cash equivalents, end of period2,0083,1072,008Cash paid for :Income taxes paid---Interest paid---      See accompanying notes to the condensed financial statements.  - 5 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)   NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2008 (UNAUDITED)     1. DESCRIPTION OF BUSINESS  Market Data Consultants, Inc. (the Company) was incorporated in the State of Delaware on December 15, 2005 for the purpose of exploring new business opportunities.  On February 1, 2006, the Company entered into a service agreement with Market Data Consultants Limited (MDCL) which is a computer software company and has acquired certain computer software license.  MDCL is not a related company although its name is similar to the name of the Company.  Pursuant to the agreement, the Company shall provide consultancy services to MDCL by looking for new business opportunities, locating potential clients to MDCL and providing market data consulting services.  The Company has not rendered any consultancy services to MDCL and is a development stage company during the period.   2. BASIS OF PRESENTATION  The accompanying condensed financial statements are unaudited.  These condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations: nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.  These condensed financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-KSB for the year ended February 29, 2008 which was filed on May 29, 2008.  In the opinion of the management of the Company, the condensed financial statements for the unaudited interim periods presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such interim periods and the financial position as of the end of said period.  The results of operations for the interim period are not necessarily indicative of the results for the full year.  - 6 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2008 (UNAUDITED)     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continuance of operations  These condensed financial statements are prepared on a going concern basis, which considers the realization of assets and satisfaction of liabilities in the normal course of business.  As of May 31, 2008, the Company had cash and cash equivalents of US$2,008, working deficit and stockholders deficit of US$40,771 and accumulated deficit of US$49,354 respectively.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  Management plans on the continuation of the Company as a going concern include financing the Companys existing and future operations through additional issuance of common stock and/or advances from the sole stockholder and seeking for profitable business opportunities.  However, the Company has no assurance with respect to these plans.  The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  Cash and cash equivalents  Cash equivalents comprise highly liquid investments with original maturity of three months or less.  At May 31, 2008, cash equivalents consist of bank balance of US$2,008 denominated in Hong Kong dollars (HKD).  Concentration of risk  The Company maintains a HKD savings account with a commercial bank in Hong Kong, which are financial instruments that are potentially subject to concentration of credit risk.  During the reporting period, the Company has not engaged in any hedging activities.  Income taxes  The Company accounts for income tax in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognized for all significant temporary differences between tax and financial statement bases of assets and liabilities.  A valuation allowance is recognized on deferred tax assets when it is more likely than not that these deferred tax assets will not be realized.  - 7 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2007 (UNAUDITED)     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)  Foreign currency translation  The Company keeps cash and cash equivalents and incurred expenses in HKD during the reporting period and thus HKD is considered to be the functional currency.  Transactions denominated in currencies other than HKD are translated into HKD at the applicable rates of exchange prevailing at the dates of the transactions.  Monetary assets and liabilities denominated in other currencies are translated into HKD at the rates of exchange prevailing at the balance sheet date.  Exchange gains and losses are included in the determination of net income.  For financial reporting purposes, HKD has been translated into United States dollars (US$) as the reporting currency.  Assets and liabilities are translated into US$ at the exchange rate in effect at the period end.  Income and expenses are translated at average exchange rate prevailing during the period.  Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders deficit as Accumulated other comprehensive income (loss) - foreign currency translation adjustments.  Gains and losses resulting from foreign currency translation are included in other comprehensive income (loss).  Conversion of amounts from Hong Kong dollars into United States dollars has been made at the exchange rate of US$1.00 = HK$7.7911 for the three months ended May 31, 2008 and US$1.00 = HK$7.8053 as at May 31, 2008.  Use of estimates  The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in these condensed financial statements and the accompanying notes during the reporting period.  Actual results could differ from those estimates.  Fair values of financial instruments  Financial instruments include cash equivalents, accrued audit fee and amount due to a stockholder.  Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.  The respective carrying values of financial instruments approximate their fair values.  Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.        - 8 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2007 (UNAUDITED)   3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)  Recently issued accounting pronouncements  In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161 Disclosure about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. The guidance will become effective for the fiscal year beginning after November 15, 2008. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating the impact of adoption SFAS 161 on its financial statements.  In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 identifies, within the accounting literature established by the FASB, the sources and hierarchy of the accounting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of adoption SFAS 162 on its financial statements.   - 9 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2008 (UNAUDITED)     4. INCOME TAXES For the three months ended May 31, 2008For the three months ended May 31, 2007Cumulative total since inception(Unaudited)(Unaudited)(Unaudited)US$US$US$Loss before income taxes(8,381)(3,155)(49,354)Expected benefit at statutory rate of 34%(2,849)(1,073)(16,780)Valuation allowance2,8491,07316,780---  Recognized deferred income tax asset is as follows :- As ofAs ofFebruary 29,May 31, 20082008(Unaudited)(Audited)US$US$Operating losses available for future periods16,78013,931Valuation allowance(16,780)(13,931)--  At May 31, 2008, the Company has incurred operating losses of US$49,354 which, if unutilized, will expire through to 2028.  Future tax benefits arising as a result of these losses have been offset by a valuation allowance.   5. NET LOSS PER SHARE  During the reporting period, the Company did not issue any dilutive instruments.  Accordingly, the reported basic and diluted loss per share is the same.  - 10 -   MARKET DATA CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO THE CONDENSED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MAY 31, 2008 (UNAUDITED)     6. COMMON STOCK  The Company was incorporated on December 15, 2005 with authorized capital of 80,000,000 shares of common stock of US$0.001 par value.  On January 9, 2006 and September 10, 2006, 1,600,000 and 6,900,000 shares of common stock of US$0.001 par value totaling US$1,600 and US$6,900 were issued for cash respectively.   7. STOCK INCENTIVE PLAN  The Company has not established any stock incentive plan since its incorporation.   8. COMMITMENTS AND CONTINGENCIES  The Company had no commitments or contingent liabilities as of May 31, 2008.   9. RELATED PARTY TRANSACTIONS  The sole stockholder, who is also the director, advanced US$28,105 and US$9,284 to the Company financing its working capital for the period from inception on December 15, 2005 through February 28, 2008 and for the three months ended May 31, 2008, respectively.  The advance is interest-free, unsecured and repayable on demand.  The Company maintained a mailing address and its employees were stationed at the office of the director for rent-free during the period from inception on December 15, 2005 to May 31, 2008.  The Company appointed an employee of a related company, which is controlled by the Companys director, as the Secretary of the Company for free effective from April 9, 2008.              - 11 -     ITEM 2. MANAGEMENTS DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  Special Note of Caution Regarding Forward Looking Statements  CERTAIN STATEMENTS IN THIS REPORT INCLUDE FORWARD-LOOKING STATEMENTS THAT INCLUDE RISKS AND UNCERTAINTIES. WE USE WORDS SUCH AS "ANTICIPATES," "BELIEVES," "PLANS," "EXPECTS," "FUTURE," "INTENDS" AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THIS FORM ALSO CONTAINS FORWARD-LOOKING STATEMENTS ATTRIBUTED TO CERTAIN THIRD PARTIES RELATING TO THEIR ESTIMATES REGARDING THE OPERATION AND GROWTH OF OUR BUSINESS AND SPENDING. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE HEREOF. WE HAVE BASED THESE FORWARD-LOOKING STATEMENTS ON OUR CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REGISTRATION AS WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATIONS TO DATE. OUR ABILITY TO GENERATE REVENUE IS SUBJECT TO SUBSTANTIAL RISKS. Overview and Recent Developments Market Data Consultants, Inc. (we, us, our, Market Data, or the Company) was incorporated in the State of Delaware on December 15, 2005.  We are a development stage company formed to explore business opportunities and provide consulting services to business partners. To date, the Companys only activities have consisted of developing its business plan, raising initial capital, and signing an agreement with a business partner. On February 1, 2006, the Company entered into an agreement with Market Data Consultants Limited (MDC Limited), a British Virgin Islands corporation, in which it agreed to resell a market data management software product called INFOmatch (the Products). MDC Limited acquired the right to license INFOmatch from a Netherlands-based company called Screen Consultants (Screen) on November 7, 2005. INFOmatch is a software package that identifies and organizes costs for items related to information services used by professional investors in the financial investment industry.  Our proposed business plan is to introduce MDC Limited to new business opportunities by locating potential customers of the Products within Hong Kong, Singapore, Australia, Taiwan, and China.  Because the Company is most familiar with the Hong Kong market, it will focus on the Hong Kong region first. MDCI will also provide consulting services to MDC Limited. We will conduct research on market information, on statistical data, and on performance of companies that provide market data consulting services within the region and will provide analysis and reports to MDC Limited. Such research will be used to assist MDC Limiteds management in better understanding the market trend for strategic planning purposes.  We are also responsible for designing the marketing and promotional plans to market INFOmatch for MDC Limited. We will bear the costs of hiring and retaining marketing and public relations professionals but will not bear the organizing costs associated with such marketing events. The costs of organizing these events will be reimbursed by MDC Limited according to actual expenses. We need to obtain approval from MDC Limited for the marketing proposals and estimated expenses before implementing these plans.  - 12 -  MDCI is entitled to receive a commission of 40% of the total contract value for any new client which MDCI brings to MDC Limited.Moreover, MDCI will receive a total amount of $200,000 from MDC Limited for the consulting services we will provide in the first year. The Company has minimal cash and has not yet earned revenue from any business operations.  There is no assurance that we will achieve or sustain profitability on an annual or quarterly basis. Because the Company has been a development stage company since inception and has not generated revenues, the Company operates with minimal overhead.  The Company will need to raise additional funds, either in the form of an advance or an equity investment by the Company's President; or in the form of equity investment by outside investors, or some combination of each.  In an effort to raise additional funds, on October 4, 2006, the Company filed a registration statement with the Securities and Exchange Commission (SEC) for the purpose of registering 200,000 shares of its common stock; the registration statement was declared effective on April 10, 2008. Plan of Operations in the next 12 months  During the next twelve months, the Company expects to continue its efforts to provide consulting services to business partners.  As the Company has minimal cash and has not yet earned revenue from any business operations, it is planning to raise additional capital through the sale of 200,000 shares common stock in the next 6 months as its registration statement has been declared effective by the SEC. Through the sale of 200,000 shares of common stock at a price of $0.50 per share, it is expected that the Company will raise an aggregate of $100,000 for operating expenses and business expansion.  The Company plans to allocate 30% of any proceeds received to cover the expenses incurred in the offering.  If the offering is 30% or less subscribed, all proceeds will be used to pay the expenses of the offering.  We plan to use the proceeds, if any, from the offering to develop our business and acquire equipment to improve our efficiency.  If the offering is fully subscribed, we plan to allocate 55% of the proceeds received to working capital. If only 75% or 50% of the offering is subscribed, we may allocate 45% or 25% of the proceeds received to working capital, respectively. The remaining 5% and 10% of any proceeds received will be used for future administrative expenses and business development.  Funds allocated to working capital are intended to be used for hiring two employees in the coming year. One employee will be a professional salesperson, and the other will be responsible for drafting the marketing reports and promotional plans for MDC Limited. If we do not obtain enough funds from this offering, we may hire only one marketing professional to assist MDCIs Director and President, Mr. Wilson Cheung.  Funds allocated to business development are intended to be used to prepare marketing materials for us to locate new business partners. We hope to build up our corporate reputation and align ourselves with additional business partners to provide our consultancy services to them. The funds allocated to administrative expenses are intended to be used for indirect expenses to maintain the daily operation of the business, such as travel expenses, stationary and postage expenses, and utility expenses.  Management plans to temporarily advance capital to maintain normal operations. Management has agreed to provide temporary financing to the Company, but is not contractually obligated to do so. If we fail to raise additional funding, we may have to delay, scale back or discontinue some or all of our operations.  The Company does not maintain an office and its employees will continuously be stationed at the office of the President, for which the Company pays no rent. It is expected that the Company will not purchase any property in the coming 12 months.  - 13 -  Liquidity and Capital Resources As of May 31, 2008, the Company remains in the development stage. For the period ended May 31, 2008, the Company's balance sheet reflects current and total assets of $2,008 in the form of cash and cash equivalents, total liabilities of $42,779 and stockholders deficit of $40,771 and accumulated deficit during the development stage of $49,354. The Company recorded a net loss of $8,381 and $3,155 for the three months period ended May 31, 2008 and 2007, and compared to a net loss of $49,354 from inception on December 15, 2005 through May 31, 2008.  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities. As noted above, the Company filed a registration statement with the SEC for the sale of 200,000 shares of its common stock. The registration statement was declared effective by the SEC on April 10, 2008. As of May 31, 2008, the Company had not sold any shares pursuant to the registration statement. The Company has no agreement in place with its stockholder or other persons to pay expenses on its behalf, but it is currently anticipated that the Company will rely on loans from the sole stockholder, Mr. Wilson Cheung, to pay any daily operating expenses prior to any fund raising exercise. The Company anticipates that this arrangement will not change until the Company is able to consummate a business transaction.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable  ITEM 4T. CONTROLS AND PROCEDURES.   Disclosure Controls and Procedures  We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2008, and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involved internal controls constituted a material weakness as discussed below. The material weakness identified did not result in the restatement of any previously reported financial statements or any other related financial  - 14 -  disclosures, nor does management believe that it had any effect on the accuracy of the Companys financial statements for the current reporting period.  Managements Quarterly Report on Internal Control over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with accounting principles generally accepted. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Our management, including our principal executive officer and principle accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates to the monitoring and review of work performed by our Chief Financial Officer in the preparation of financial statements, footnotes and financial data provided to the Companys registered public accounting firm in connection with the quarter review. All of the financial reporting is carried out by our Chief Financial Officer, and we do not have an audit committee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.  In order to mitigate this material weakness to the fullest extent possible, at any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented.As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.  This quarterly report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestationby the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this quarterly report.  Changes in Internal Control over Financial Reporting  There was no change in the Company's internal control over financial reporting during the quarter ended May 31, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   PART II  OTHER INFORMATION    ITEM 1. LEGAL PROCEEDINGS.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any  - 15 -  associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 1A. RISK FACTORS.  Not Applicable.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  None.     ITEM 3. DEFAULTS UPON SENIOR SECURITIES.  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None  ITEM 5. OTHER INFORMATION. On October 4, 2006, the Company filed a registration statement with the Securities and Exchange Commission for the purpose of registering 200,000 shares of its common stock; the registration statement was declared effective on April 10, 2008.  As of May 31, 2008, the Company had not sold any shares of its common stock which it registered through the registration statement. ITEM 6. EXHIBITS.  3.1 Articles of Incorporation (herein incorporated by reference from Registration Statement on Form 10-SB12G filed with the Securities and Exchange Commission on May 18, 2006).  3.2 Bylaws (herein incorporated by reference from Registration Statement on Form 10-SB12G filed with the Securities and Exchange Commission on May 18, 2006).  10.1 Contract with Market Data Consultants Limited signed on February 1, 2006 (herein incorporated by reference from Registration Statement on Form 10-SB12G filed with the Securities and Exchange Commission on May 18, 2006).  31.1 Certifications pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  31.2 Certifications pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  - 16 -   * filed herewith   SIGNATURES  In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.  MARKET DATA CONSULTANTS, INC.   By:/s/ Wilson Cheung Wilson Cheung, President and Director Date: July 15, 2008   By:/s/ Wilson Cheung Wilson Cheung, Chief Financial Officer Date: July 15, 2008       - 17 -