Directly from the 424B3 Prospectus:

Reasons for the Reverse Stock Split
The Vringo board of directors approved the proposal authorizing the reverse stock split because it believes that a reverse stock split may allow the combined company to become listed on the NYSE MKT, which listing is a condition to the completion of the Merger (as discussed below under the section entitled “NYSE MKT Requirements for Listing”), and the Vringo board of directors also believes that the increased market price of Vringo common stock expected to result from the implementation of a reverse stock split will improve the marketability and liquidity of Vringo common stock. From April 9, 2012 until May 18, 2012 the Vringo common stock had a closing price of $3.00 or above for each trading day. On June 20, 2012, the closing price of Vringo common stock was $4.19. If the Vringo common stock continues to trade at or above $3.00 at the time of the Merger, Vringo does not anticipate that it will need to undertake a reverse stock split, even if Vringo obtains stockholder approval to do so.

https://research.scottrade.com/qnr/uploadhandler/z06a70f0az36e91469967f425babe8b50ed1551868.htm#V316496_424B3_HTM_TVRIPII

More likely less than an hour.

OTC money is on a steady decline, and I suspect may eventually be subjected to closer scrutiny or disappear all together. Penalties are getting tougher, SEC appears to be monitoring more closely, and players getting wiser. P&D's don't stick around as long as they use to, and most tricks are now discovered quicker.

Still believe this has a chance for legitimacy

LOL! We have repeatedly pointed out that if a pump and dump, this is clearly the worst facilitated one ever in the history of pennyland. Based on share ownership, not even the majority stakeholders have made a dime.........they need closure just as much as we want closure.

I absolutely agree with you that the ONLY way to play penny stocks anymore is by flipping. WAY too much risk in holding long

But ask yourself this..........you state that you cannot believe any company would wait at least 3 years to be bought, and yet two of the orignal 3 have chosen to do so, and 3 more (who also must know the history by now) have selected to sign up...........so what do they all know that we in turn are waiting to find out? Clearly the carrot offered has to be much better than the carrot they hold.

The lack of closure, and the lengthy delays is what has moved most penny players out, not the fact that the LOI's have collapsed, becasuee clearly they have not.

Penny players demand instant gratification, or they play elsewhere. The few INVESTORS that populate pennyland wait to see what unfolds, and hopefully only risk what they can afford to lose. To do otherwise is simply foolish.

While the timeframe has been excessive, no one has still shown this to be a scam.

JMHO

And apparantly for what could/should be to our benefit

Do the Math (Part 2)

Stein continued his remarks by commenting, "Upon completion of these transactions, the restructured company will have fewer than 11 million shares issued and outstanding, leaving adequate support for future acquisitions."

(a) we know the company currently has 48M and change currently outstanding, and
(b) we know that about 10M of that is in the float

The restructuring says LESS THAN 11M AFTER COMPLETION OF ALL TRANSACTIONS, which would therefore have to include acquisition equity positions.

If you assume an equity position of 25-50% for the targets (I am making the assumption that there's got to be some cash involved as well) then that would also mean that the RS may be more towards the minimum level rather than the higher end.......

I want to see more info from the company, but this is beginning to smell as if things may finally be happening..........and in a good way for current shareholders.

Do the Math (Part 1)

(A) Market & Research Corp. (the "Company") (PINKSHEETS: MTRE) today announced that it has now signed five (5) letters of intent ("LOI") with certain planned acquisition targets.

(B) By mutual agreement, we have amiably disengaged from our previous plans to acquire INmarketing Group."

We had previously been told there were FOUR companies that had agreed to be acquired: Precision, Aspen, INmarketing, and recently Carlene.

Now they tell us INmarketing is out of the picture, BUT the deal consists of FIVE companies...........they have signed TWO new LOI's that have yet to be announced and sized.........

I don't understand your comment. This ties in EXACTLY with the 14C that had already been filed, and now provides MORE clarity on what the size of the company will be. What were you expecting?

Seems to me as if the company is now preparing to begin revealing the entire plan, since the news release indicates that they are going to be considerably biggger than we had presumed.

Let's stand back and see what unfolds first..........THEN we can determine whether or not we should panic.

Market & Research Group (MTRE.PK) Announces Plans

Today : Thursday 7 April 2011

Market & Research Corp. (the "Company") (PINKSHEETS: MTRE) today announced that it has now signed five (5) letters of intent ("LOI") with certain planned acquisition targets. Each of the LOI's are subject to certain conditions precedent, including entering into definitive agreements with the targets. There can be no assurance that a definitive agreement will be entered into with the targets, or that the contemplated acquisitions will take place.

Gary Stein, President of the Company, began remarks by stating, "With approval from the majority of our shareholders, the Board of Directors has agreed to take the following actions:

A name change, from "Market & Research Corp" to "MRC Group Ltd"
A reduction in the number of Authorized Shares, from 150,000,000 to 75,000,000
A reverse split of our common stock
Implementation of a new CUSIP number and trading symbol, in support of the name change."
Stein continued his remarks by commenting, "Upon completion of these transactions, the restructured company will have fewer than 11 million shares issued and outstanding, leaving adequate support for future acquisitions. We have also now signed formal Letters of Intent ("LOI") with certain core acquisition candidates we had negotiated with. By mutual agreement, we have amiably disengaged from our previous plans to acquire INmarketing Group."

Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the Company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the Company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices, and other economic factors. The Company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions.

Contact for further information:

Gary Stein

steincorp007@gmail.com

If I'm doing the numbers right, looks like they will apply via Standard 1, and option 2......this could finally be it.........

http://www.amex.com/equities/howToLst/Eq_HTL_ListStandards.html

"Further announcements of the Company's business plan will be provided as developments occur."

Their previous announcement stated an S-1 is forthcoming, a precursor to a prospectus filing.

The S-1 registration they indicated would be filed should provide that, as I think they have to include 2 years of audited financials. Either then, or with the subsequent prospectus when they submit their AMEX application. What we do know is the minimum revenues.

Even if you only do 1x (which for a start-up is usually caculated much higher) that still equates to nearly a 50c pps, pre-split. Once we know actual profits, and we can use EPS multipliers (business services is currently averaging 22.5x) then we can see how much higher the pps is actually warranted.

Either way, you gotta love the flow of info recently, after nothing for a year. The influx of news tells me they are definitely getting ready!

And here's the key........with a minimum pps of 50c pre-split, a min RS of 1:10, and PROFITABLE revenues in excess of $20M, that should get us to AMEX qualilfication levels........easily

http://www.amex.com/equities/howToLst/Eq_HTL_ListStandards.html

The S-1 registration they indicated would be filed should provide that, as I think they have to include 2 years of audited financials. Either then, or with the subsequent prospectus when they submit their AMEX application. What we do know is the minimum revenues.

Even if you only do 1x (which for a start-up is usually caculated much higher) that still equates to nearly a 50c pps, pre-split. Once we know actual profits, and we can use EPS multipliers (business services is currently averaging 22.5x) then we can see how much higher the pps is actually warranted.

Either way, you gotta love the flow of info recently, after nothing for a year. The influx of news tells me they are definitely getting ready!

And here's the key........with a minimum pps of 50c pre-split, a min RS of 1:10, and PROFITABLE revenues in excess of $20M, that should get us to AMEX qualilfication levels........easily

http://www.amex.com/equities/howToLst/Eq_HTL_ListStandards.html

Market & Research Corp. (MTRE.BB) Signs New LOI
3 minutes ago - INW
MarketwireMarket & Research Corp. (the "Company") ("MRC") (OTCBB: MTRE), today announced that the Company has signed a Letter of Intent to acquire Carlene Data Collection, Inc. Gary Stein, President of the Company, commented, "Carlene Data Collection, Inc. ("Carlene") is a well established research firm based in Chicago, Illinois, and will expand our national exposure into the Midwest region, in addition to our previously announced agreements to acquire Precision Opinion, Aspen Media and InMarketing Group." He further added, "Carlene is a mall intercept data collection business that has 24 mall locations throughout 18 states. They also have test kitchens in several locations, in order to support the food industry."

Mr. Stein closed his remarks by stating, "Collectively, the four companies generated nearly $21M in total revenues for 2010 and all were significantly profitable. This confirms that the companies acquired will help insure MRC as a significant player in the research and data compilation market, as well as company incentive programs."

Further announcements of the Company's business plan will be provided as developments occur. Company has stipulated plans are to move to AMEX.

Announced a re-org pending earlier this week. Looks like they are getting everything ready

Looks like they're getting ready..........and bigger than we were initially told......$21M+ revenues......and PROFITABLE

Market & Research Corp. (MTRE.BB) Signs New LOI
3 minutes ago - INW
MarketwireMarket & Research Corp. (the "Company") ("MRC") (OTCBB: MTRE), today announced that the Company has signed a Letter of Intent to acquire Carlene Data Collection, Inc. Gary Stein, President of the Company, commented, "Carlene Data Collection, Inc. ("Carlene") is a well established research firm based in Chicago, Illinois, and will expand our national exposure into the Midwest region, in addition to our previously announced agreements to acquire Precision Opinion, Aspen Media and InMarketing Group." He further added, "Carlene is a mall intercept data collection business that has 24 mall locations throughout 18 states. They also have test kitchens in several locations, in order to support the food industry."

Mr. Stein closed his remarks by stating, "Collectively, the four companies generated nearly $21M in total revenues for 2010 and all were significantly profitable. This confirms that the companies acquired will help insure MRC as a significant player in the research and data compilation market, as well as company incentive programs."

Further announcements of the Company's business plan will be provided as developments occur.

I'm sure that S-1 is tied directly to heavy-duty investors for the IPO. No other reason for it, and they probably need to show a small OS and adequate price to gain their support.

Let's hope existing shareholders make the same connection and interpretation. The closing comment makes me think their on the right path, and the final lap.......

"We believe we have a specific goal and accordingly are taking the appropriate steps to insure maximum long-term value for all of the Company's Shareholders"

GREEN is a good color; hope we see a lot of it in 2011........

Hope you're enjoying CES in Vegas. Too bad it couldn't be warmer for you. We got 2" of snow here yesterday! So much for being in snowbird country........

NEWS! Looks like things are finally happening.........

Market & Research Corp. (MTRE.BB) Files 14C Restructuring Company and Changing Its Name
11 minutes ago - Marketwire

Market & Research Corp. (the "Company") ("MRC") (OTCBB: MTRE) today announced that the Company filed a preliminary Information Statement with the SEC in order to restructure the Company and change its name. The Company also plans to file a Shelf registration statement on form S-1.

Gary Stein, President, commented, "The prior year was an exhausting one, as the sensitivity and excessive time required for the multiple negotiations we've engaged in have precluded us from making any earlier statements. As we proceed, in order to achieve our purpose we must be efficiently structured. To that end," Mr. Stein continued by saying, "The Board of Directors has determined that a share restructuring is in the best interest of our shareholders and potential investors. As a result, a majority of the Shareholders have approved, by written consent, for the Company to take the following actions:

-- A name change, from 'Market & Research Corp' to 'MRC Group Ltd'
-- A reduction in the number of Authorized Shares, from 150,000,000 to
75,000,000
-- A reverse split of our common stock, at a minimum ratio of 1:10 but
not to exceed 1:30
-- Requesting a new CUSIP number & trading symbol, in support of the
name change."

Based on the current outstanding common share count, the reverse split will reduce the new outstanding shares to fewer than 5 million.

Mr. Stein closed his remarks by commenting, "We recognize the concerns most shareholders have and their experiences when dealing with reverse splits by most OTC stocks. We believe we have a specific goal and accordingly are taking the appropriate steps to insure maximum long-term value for all of the Company's Shareholders."

About MRC Group Ltd. ("MRC")

MRC currently has agreements to acquire Precision Opinion, InMarketing and Quantum.

About Precision Opinion

Precision, which is to be acquired by MRC, provides consumer research services to the entertainment industry, non-governmental organizations and political polling services.

About InMarketing

InMarketing, which is to be acquired by MRC, is a leader in the incentive industry through the deployment of its exclusive, database-driven, web-enabled application to reward program strategies. InMarketing develops sales incentive programs, a safety incentive program, service award, recognition programs or customer loyalty programs for its customers.

About Quantum

Quantum, which is to be acquired by MRC, provides consumer research services to the telecommunications, automotive, healthcare, banking and cable industries and provides a circulation and research service for Business-to-Business for these same industries.

Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the Company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the Company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices, and other economic factors. The Company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions.

Contact for further information:
Gary Stein
steincorp007@gmail.com

LOL! If your track record holds, the news should come while you're there!

I think that's an accurate reflection. No news this morning, so perhaps they will have announcements with the New Year sometime next week. Would make sense, to help address the filing.

All one has to do is review the 14C in its entirity and see what ML and GS have personally invested in the play, along with their risk exposure. They need success as much as we want it.....

I agree with you that a reverse split is TYPICALLY not good for an OTC stock............but this stock has been anything but typical. We have all known for years now what the company's plan has been. Despite the overall lack of news, the news provided has always been up-front and intended for what is best in the long run.

I think it is worthwhile to wait and see what the company does before foolishly over-reacting.

Notice not only the changes in share structure but also in the company name moving forward: "Group"...........sounds to me like they may finally be ready for what has been promised for an excessive amount of time. They certainly have not individually profited from activity to date. This may be the time now.........for them and us.

JMHO

Happy New Year to all........

Ambac to withdraw $6 billion in claims against Lehman Brothers
By Bloomberg News

Oct. 6, 2010 11:38 a.m. |(0) Comments

Ambac Financial Group Inc. agreed to withdraw more than $6 billion in claims against bankrupt Lehman Brothers Holdings Inc. in a proposed settlement of disputes between the two companies over derivatives transactions, according to a court filing.

The claims, filed in September 2009, were based on Lehman's "purported breach of obligations" related to residential mortgage-backed securities deals with Ambac, Lehman said in Tuesday's filing in U.S. Bankruptcy Court in New York. Settling with Ambac, Lehman would release the insurer from demands for unspecified payments and from liabilities under derivatives transactions insured by Ambac, it said.
Ambac, the second-largest bond insurer before the onset of the credit crisis, lost its AAA credit ratings in 2008 after a surge in losses on securities backed by mortgages. In March, it started "rehabilitation proceedings" in a Wisconsin court that bars Lehman from suing the company over the claims or insured derivatives deals, according to the filing.

Even if it could sue, "the cash payout received in the rehabilitation proceedings would likely be only a fraction of the face amount of any claim the debtors may ultimately acquire," Lehman said.

Lehman's proposed settlement, which needs a judge's approval, comes up for a hearing on Oct. 20.

Ambac was founded and incorporated 40 years ago. An offspring of what is now MGIC Investment Corp., the Milwaukee-based mortgage insurer, Ambac was the nation's first company to insure municipal bonds and essentially founded the financial guarantee industry. Ambac is still "domiciled" in Wisconsin and is regulated by the state insurance commissioner.

For clarifcation purposes, I did not "bail" nor did I "jump ship".

I have not actively played OTC stocks for nearly a year now, and the only 2 OTC's I even monitor anymore are MTRE and MMRF. Since my trading strategy has been diverted to the big boards, I simply find little to no use for IHUB anymore, nor the depths to which it has sunk the past two years.

MTRE simply does not need a moderator; it needs news. And that is not the job of a moderator, it is the company's. When they finally put out news, I will be happy to add my two cents on what I think it means, but I am not going to waste my time moderating a board that has no activity, either in price or in posts.

Good luck to us all. The topic here is MTRE, not the poster.

Item 7.01 Regulation FD Disclosure.



On July 19, 2010, PremierWest Bancorp announced that it intends to issue a press release announcing financial results for the second quarter ended June 30, 2010, on July 22, 2010.



http://ih.advfn.com/p.php?pid=nmona&article=43658659&symbol=N%5EPRWT

OT: Congrats on the addition to your family......if you need some more grandkids, let me know, and I will send a few of mine your way.

I agree with your perception that something very special is going to happen here, and I believe strongly that it will happen in 2010, to the benefit of all who have stuck it through.

Gotta retire first, so you can set your own rules/agenda.......

All is well in the Rockies! Summer has finally arrived, and we may even hit triple digits next week! The business we started last year continues to grow, as we just landed a new contract with a Florida start-up that may have national implications........bext thing I ever did was to retire two years ago! LOL!

Successful trading is derived from determining the news within the news.....I have interpreted the filings based on information available to all. I believe the filing is a positive indicator

I have never doubted the legitimacy of this play, although I have shared everyone's frustrations with the amount of time it has taken to develop. I remain firmly committed that recent activities are all signs that the end results we've all hoped for are soon to come to fruition.

As for other posters/shareholders; they must make their own decisions based on their own perspective of occurrences. Those that are negative have had more than ample evidence to confirm their doubts, so who am I to fault their reasons? Time will tell which side wins out.......

8K filed Friday......company now engaging in-house CFO, rather than the "rent a CFO" they'd been using since inception. Looks like things are coming together.......(similar filing submitted Friday for LifeHealthCare)

Item 5.02 Departure of Officer


"On July 7, 2010, John Grippo, the Registrant’s Chief Financial Officer notified the Registrant that he was resigning. In his resignation, he stated that his resignation was a personal decision and that he had no disagreements with the Registrant’s accounting policies or practices. The Registrant appointed David Khazak as the new Chief Financial Officer. Mr. Khazak had previously been the Registrant Assistant Chief Financial Officer and was already designated as their Principal Accounting Officer."

Khazak signed off on the last Q's..........

http://www.sec.gov/Archives/edgar/data/1009830/000114420410037300/v190312_8k.htm

LOL! We've been ready for 3 years........

I agree........and I think it is time, once the "Q" is filed

Don't flush prematurely; you may regret what washes away.....

Consistent pattern; reverse split the stock to clean up and reduce the excess to a manageable float, then reduce the AS at the same time, to avoid concerns over excessive dilution.........smart news release......and very excited to see the industry sector he's moving us into it....

I think Caution should wait, and let the company make the announcement.......some people need to learn and understand the difference between DD and speculation.......and from what I can tell, that's all Caution is throwing out there, not DD. Worse than saying nothing.........

Don't see how FMYR is the correct candidate; TDGI's PR specifically stated the deal would be with a fully-reporting OTC.BB play......FMYR does not fit that description, and so he is misleading people with his post.........

I suspect you may be making the correct interpretation.

Since the quarter ends next week, I doubt we will see anything until Q3 though. I would be surprised if anything is announced at the last minute of the quarter that they would have to add specifics for into their Q filing. Auditors don't like last-minute inclusions, as it creates a lot of extra work.

So IMO, we will see MTRE news only after the Q is filed, which could mean a continued wait until August. But if the news is good, then worth the continued wait. And in the meantime, we can all watch and wait for further updates on WCHG

I agree with your perspective.....unlike most CEO's who butcher shell holders with an RS of 1:1000 up to 1:10,000 that benefits only the new owners, he seems to take into consideration what impact his decisions will have on shareholders. An RS of 1:60 is nothing, and based on the numbers, looks the share structure and stock price could benefit significantly if the right news is provided. Reminds me of the moves he made with MTRE............now we just need CLOSURE