Market & Research Corp. (fka MTRE)

[SuperSquirrel]

10Q is out...

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 December 31, 2009


OR

¨

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

For the transition period from ______________to ______________

Commission file number 0-20769


MARKET & RESEARCH CORP.
(Exact name of Registrant as Specified in Its Charter)

Delaware


22-3341195
(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

315 Post road, 2 nd Floor Westport, CT 06880
(Address of Principal Executive Offices with Zip Code)
Registrant’s Telephone Number, Including Area Code: ( 203) 226-590

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common stock outstanding as of February 10, 2010 was 27,741,070 .

Transitional Small Business Disclosure Format (Check one): Yes o No o






MARKET & RESEARCH CORP.



INDEX

PART I – FINANCIAL INFORMATION

Item 1

Condensed Balance Sheets at December 31, 2009 (Unaudited) and September 30, 2009


Condensed Statements of Operations (Unaudited) for the three months ended December 31, 2009 and 2008 (Unaudited)


Condensed Statements of Cash Flows (Unaudited) for the three months ended December 31, 2009 and 2008 (Unaudited)


Notes to Condensed Financial Statements (Unaudited)

I tem 2

Management’s Discussion and Analysis of Financial Condition and Results of Operation

I tem 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4

Controls and Procedures

PART II – OTHER INFORMATION

SIGNATURES






PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

MARKET & RESEARCH CORP .

CONDENSED BALANCE SHEETS

ASSETS

December 31,
2009
(unaudited)

September 30,
2009

Cash
$ 148 $ 257
Prepaid
13,050 25,000
Total Current Assets
13,198 25,257
Deferred Charge - Net
376,582 -
Fixed Assets – Net
34,539 -
TOTAL ASSETS
$ 424,319 $ 25,257

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities

Accrued liabilities
$ 466,749 $ 486,284
Due to shareholder
177,912 159,538
Total Current Liabilities
644,661 645,822
Deferred rent
7,167 -
Long Term Liability – Note payable
340,000 -
TOTAL LIABILITIES
991,828 645,822
Shareholders’ Deficit

Common stock, par value $.01, 150,000,000 shares authorized, 27,316,070 and 24,866,070 issued and outstanding

273,161 248,661
Additional paid-in capital
26,800,425 26,129,925
Accumulated deficit
(27,641,095 ) (26,999,151 )
Total Shareholders’ Deficiency
(567,509 ) (620,565 )
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
$ 424,319 $ 25,257

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





MARKET & RESEARCH CORP.

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


Three Months Ended December 31,


2009

2008

Revenues
$ - $ -
Professional fees
411,008 1,019,000
General & administrative expenses
178,700 10,041
Net loss before income tax
(589,708 ) (1,029,041 )
Interest expense
52,236 -
Provision for income taxes
- -

Net loss
$ (641,944 ) $ (1,029,041 )

Loss Per Share – Basic and Diluted
$ (0.02 ) $ (0.06 )

Weighted Average Common Stock Outstanding
26,743,244 16,357,466

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





MARKET & RESEARCH CORP.

CONDENSED STATEMENTS OF CASH FLOW
(UNAUDITED)


Three Months Ended December 31,


2009

2008

Cash flow from operating activities:

Net loss
$ (641,944 ) $ (1,029,041 )
Depreciation
886 -
Amortization of deferred charges to interest expense
43,418 -
Accrued interest
8,818 -
Deferred rent
7,167 -
Shares issued for services
300,000 1,006,000
Adjustments to reconcile net (loss) to net cash

Used in operating activities:

Increase in due to shareholder
18,373 6,526
Decrease in prepaid expense
(13,050 ) -
Increase in accrued liabilities
(28,353 ) 16,342
Net cash provided (used) by operating activities
(304,685 ) (173 )
Cash flows from investing activities:

Purchase of fixed assets
(35,424 ) -
Net cash used in investing activities
(35,424 ) -
Cash flows from financing activities:

Proceeds from Note Payable
340,000 -
Net cash provided by financing activities
340,000 -
Net increase (decrease) in cash
(109 ) (173 )
Cash, beginning of period
257 294
Cash, end of period
$ 148 $ 121

Non-Cash Financing Activity:

Stock issued for deferred charge
$ 420,000 $ -
Interest paid
$ - $ -
Taxes Paid
$ - $ -

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





MARKET & RESEARCH CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)


1. FINANCIAL INFORMATION

Market & Research Corp. ("Research" or the “Company”) was incorporated November 10, 1994. The Company has been dormant since 1999. During this period the Company had no operations, no revenues and no employees. 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.

2. BASIS OF PREPARATION

The unaudited financial statements include all the accounts of the Company.

Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the financial statements, footnote disclosures and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed. The financial statements contained in this report are unaudited but, in the opinion of the Company, reflect all adjustments, consisting of only normal recurring adjustments necessary to fairly present the financial position as of December 31, 2009 and the results of operations and cash flows for the interim periods of the fiscal year ending September 30, 2010 ("fiscal 2010") and the fiscal year ended September 30, 2009 ("fiscal 2009") presented herein. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report for the year ended September 30, 2009 on Form 10-K.

GOING CONCERN

The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of December 31, 2009, the Company had no established source of revenues and has accumulated losses of approximately $27,641,000 since its inception. Its ability to continue as a going concern is dependent upon achieving production or sale of goods, the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

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.

SUBSEQUENT EVENTS

The Company has evaluated events subsequent to the balance sheet date for potential recognition or disclosure, through February 10, 2010, the date the financial statements were available to be issued.





The Company has borrowed $85,000 subsequent to year end. The borrowing agreement is unsecured and has a term of two years at 14%. In addition, the borrowers issued 425,000 shares of stock at $.20 per share.

NEW ACCOUNTING PRONOUNCEMENTS

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.

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.

3. NET LOSS PER SHARE

Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding and dilutive potential common shares reflecting the dilutive effect of stock options and warrants. Dilutive potential common shares, stock options and warrants for all periods presented are computed utilizing the treasury stock method. The Company had no outstanding options or warrants at December 31, 2009.

4. 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.

During the three months ended December 31, 2009 the Company issued 300,000 common shares to consultants for services rendered and 1,700,000 in connection with the debt issuance. The value of the shares issued was determined by the closing price of the Company’s common shares on the date of issue and have been reflected in professional fees.

5. RELATED PARTY TRANSACTIONS

At September 30 and December 31, 2009, the Company owed $159,538 and 177,912, respectively, to two officers, Gary Stein (President and director) and Martin Licht (Executive Vice President and director) for expenses paid by them on behalf of the Company. These amounts are non-interest bearing, unsecured, and due on demand: however the officers have agreed not to demand payments for one year.

6. NOTE PAYABLE

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.

Note Payable Amount
$ 340,000
Net Cash Proceeds
$ 264,425

The Company is attempting to issue an aggregate of up to $1,600,000 aggregate principal amount of our 14% Secured Promissory Bridge Notes (the “Notes”) together with shares of common stock of the Company (the “Shares”) (and together with the Notes, the “Units”).

The Company recognized a deferred charge, of $420,000, for the stock issued in connection with debt issuance. The deferred charges are amortized over a straight line period of 24 months as from the date of the receipt of funds and such amortization is recognized as interest expense.





7. TAXES

Effective October 1, 2007, the Company adopted the provisions for accounting for uncertainty in income taxes Such provision provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Upon the adoption, the Company had no unrecognized tax benefits. During the three months ended December 31, 2009, the Company recognized no adjustments for uncertain tax benefits.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2009.

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, 2009 and 2008.

The Company has not filed and federal, state of local tax returns for over ten years. The Company expect so file all its delinquent tax returns within the next year. Such returns may be subject to examination for certain years after the filings. The Company does not expect any significant changes from the examinations that would result in a tax benefit or charge.

The Company has net operating loss carryforwards of approximately $10,400,000 available to offset taxable income through the year 2028.

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $3,535,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $3,535,000 at December 31, 2009.

8. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Litigation
The Company has been inactive for over eight years. Based on searches performed in various jurisdictions that the Company previously operated in, no asserted or pending litigations were discovered. Inquiries of former officers and directors revealed no known litigation, 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.

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.

The Company has obtained written contract extensions on all three of these acquisitions. The Company has not obtained the necessary financing to complete any of these transactions. The Company is not subject to any penalty provisions if it never completes any one of these transactions.

The Company has engaged Global Arena Capital (“Global”) to raise capital. The Company has paid $25,000 as a retainer. If successful in raising capital, the Company will be obligated to pay additional fees to Global.





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion should be read in conjunction with the Financial Statements included in this report and is qualified in its entirety by the foregoing.

Forward-Looking Statements

This report contains “forward-looking statements”, which involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. These forward-looking statements generally are based on our best estimates of future results, performances or achievements, based upon current conditions and assumptions. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “can,” “could,” “project,” “expect,” “believe,” “plan,” “predict,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “would,” “should,” “aim,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. These risks and uncertainties include, but are not limited to:

·

general economic conditions in both foreign and domestic markets,

·

cyclical factors affecting our industry,

·

lack of growth in our industry,

·

our ability to comply with government regulations,

·

a failure to manage our business effectively and profitably,

·

our ability to sell both new and existing products and services at profitable yet competitive prices, and

·

other risks and uncertainties set forth from time to time in our filings with the Securities and Exchange Commission.

You should carefully consider these risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. Market & Research Corp. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Market & Research Corp. (“we”, “us”, “our”, the “Company” or “MRC”) was incorporated November 10, 1994, and was a manufacturer, designer, importer and wholesaler of men's shoes. In 1997, the Company began to experience financial distress and filed for bankruptcy chapter 11 protection in the Southern District of New York. Shortly after its filing, the Company ceased all operations. While its bankruptcy filing was active, the Company turned over title to all of its assets to its secured lender Heller Financial, Inc. (Heller). As there were no remaining assets for the creditors, Judge Burton Lifland closed the Company’s case on June 3, 1999. The creditors received notice from the bankruptcy court that their claims were valueless and were eliminated. As a result of the court’s action, the only Company liabilities that survived were those that were not submitted as claims in the bankruptcy, of which there was only one. Subsequent to the court notice, Company management reaffirmed the sole remaining liability. As a result of the court’s order, all other obligations were extinguished June 4, 1999. The Company slipped into a dormant status for the next several years.

In an effort to commence operations, the Company has issued and committed to issue common stock in return for services.







Recent Events

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.

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 e 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.

The Company has obtained written contract extensions on all three of these acquisitions. The Company has not obtained the necessary financing to complete any of these transactions; The Company is not subject to any penalty provisions if it never completes any one of these transactions.

The Company has engaged Global Arena Capital (“Global”) to raise capital. The Company has paid $25,000 as a retainer. If successful in raising capital, the Company will be obligated to pay additional fees to Global .

Results of Operations

Quarter ended December 31, 2009 as compared to quarter ended December 31, 2008
REVENUES

None.

PROFESSIONAL FEES

The Company recognized $411,008 during fiscal 2010 and $1,019,000 during fiscal 2009 in professional and consulting expenses. The decrease is due to the reduction in stock awards in lieu of cash compensation.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $178,700 during fiscal 2010 and $10,041 during fiscal 2009 in administrative expenses primarily related to efforts to revive the Company. The increase is primarily due to the issuance of common stock to consultants for services rendered in fiscal 2010. The Company also recognized $52,236 during fiscal 2010 and $0 during fiscal 2009 in interest expenses related to the debt issuance.

PROVISION FOR INCOME TAXES

The deferred tax asset generated by the tax losses and temporary differences has been fully reserved.

NET LOSS

The Company recognized net losses of $641,944, during the first quarter of fiscal 2010 as compared to $1,029,041 during the same period this year for an overall decrease in net loss of $387,097. The decrease in the loss is primarily due to the reduction in stock awards in lieu of cash compensation.

Financial Condition, Liquidity and Capital Resources

The Company intends to seek financing to commence operations in the near future. There cannot be any assurance that the Company will be able to secure any such financing. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses, has an accumulated deficit of approximately, $27,641,000, current assets are exceeded by current liabilities and the Company 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 to the extent they are able.

The Company has negative working capital. Until it secures financing, it is unlikely that the Company will have any working capital. Without working capital, the Company can not operate.

The Company does not have any assets with which it can satisfy any of its outstanding obligations. The Company’s ability to survive is in question. The Company is dependent on issuing its stock to exchange for goods and services. The Company’s cash needs are being met by advances from its largest shareholder. It is not known how much longer the shareholder will continue to support the company’s cash needs.

Seasonal Fluctuations

There have been no fluctuations in our business to date which can be attributed to seasonality.







Employment Agreements

Currently, we have no written employment agreements with any of our employees or officers.

Additional Employee Benefits: The Company has no employees.

Capital Commitments

The Company currently has no commitments for capital expenditures.

Trends

None, The Company does not have any operations at this time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 and an accumulated deficit of approximately $27,641,000 as of December 31, 2009. For the three months ended December 31, 2009, our net loss was $641,944 . 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.

If we are unable to successfully integrate acquisitions, our revenue growth and future profitability may be negatively impacted.

The process of integrating an acquired business, technology or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention and capital that would otherwise be available for ongoing development of our business. In addition, we may not be able to maintain the levels of operating efficiency that any company we may acquire achieved or might have achieved separately. Additional risks we face include:



·

the need to implement or remediate controls, procedures and policies appropriate for a public company in an acquired company that, prior to the acquisition, lacked these controls, procedures and policies;



·

cultural challenges associated with integrating employees from an acquired company or business into our organization;



·

retaining key employees from the businesses we acquire;



·

the need to integrate an acquired company’s accounting, management information, human resource and other administrative systems to permit effective management; and



·

to the extent that we engage in strategic transactions outside of the United States, we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.






Future acquisitions and investments could involve the issuance of our equity securities, potentially diluting our existing shareholders, the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, or acquired in-process technology, or other increased expenses, any of which could harm our financial condition. Our shareholders may not have the opportunity to review, vote on or evaluate future acquisitions or investments.

Our stock price can be extremely volatile.

Our common stock was uplifted on January 29, 2009, to trade on the over the counter 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.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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 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 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.

Critical Accounting Policies

The following is a discussion of the accounting policies that the Company believes are critical to its operations:

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.

Fixed Assets and Depreciation:

Fixed assets are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are expensed as incurred. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Leasehold improvements are amortized over the lesser of its economic life or the term of the respective lease. The estimated useful lives are as follows:

Furniture and fixtures

5 years
Office equipment

5 years

Fixed assets consist of the following:


2009

2008

Furniture and fixtures
$ 27,000 $ 0
Office equipment
8,425 0
35,425 0
Less: accumulated depreciation and amortization
886 0
$ 34,539 $ 0

Depreciation expense for the three months ended December 31, 2009 and 2008 aggregated $886 and $0, respectively.

The Company recognized a deferred charge, of $420,000, for the stock issued in connection with debt issuance. The deferred charges are amortized over a straight line period of 24 months as from the date of the receipt of funds and such amortization is recognized as interest expense.

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.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure (1) that information required to be disclosed by us in the reports we file or submit 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 our management, including our 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.

Prior to the filing date of this report, under the supervision and review of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information regarding us that is required to be included in our periodic reports to the SEC.

In addition, there have been no significant changes in our internal controls or in other factors that could significantly affect those controls that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We can provide no assurance, however, that our system of disclosure controls and procedures will always achieve its stated goals under all future conditions, no matter how remote.







PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended December 31, 2009, the company issued 750,000 shares of common stock consulting services for total value of $300,000. Such common stock is not registered and is restricted pursuant to SEC Rule144.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

Item 6. Exhibits

Number Description

3.1

(1)

Articles of Incorporation, as amended and in effect

3.2

(1)

By-laws

31.1

(2)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

31.2

(2)

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

32.1

(2)

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2

(2)

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

(1)

Previously filed with the Form 10-K filed on January 13, 2010 and incorporated herein by reference.
(2)

Field herewith







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: February 10, 2010



MARKET & RESEARCH CORP.


By:

/s/ Gary Stein

Name:

Gary Stein

Title:

President (Principal Executive Officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: February 10, 2010



MARKET & RESEARCH CORP.


By:

/s/ David Khazak

Name:

David Khazak

Title:

Assistant Chief Financial Officer
(Principal Accounting Officer)

Market & Research Corp. 10-Q


Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Quarterly Reports on Form 10-Q

I, Gary Stein, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Market & Research, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and



d)

presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: February 10, 2010

By:

/s/ Gary Stein

Name:

Gary Stein

Title:

President (Principal Executive Officer)

Market & Research Corp. 10-Q


Exhibit 31.2


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Quarterly Reports on Form 10-Q

I, David Khazak, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Market & Research, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and



d)

presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: February 10, 2010

By:

/s/ David Khazak

Name:

David Khazak

Title:

Assistant Chief Financial Officer
(Principal Accounting Officer)

Market & Research Corp. 10-Q


Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002


In connection with the Quarterly Report of Market & Research, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary Stein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002 that to my knowledge:




(1)

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



By:

/s/ Gary Stein

Name:

Gary Stein

Title:

President (Principal Executive Officer)

Date:

February 10, 2010

Market & Research Corp. 10-Q


Exhibit 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002


In connection with the Quarterly Report of Market & Research, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Khazak, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002 that to my knowledge:




(1)

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



By:

/s/ David Khazak

Name:

David Khazak

Title:

Assistant Chief Financial Officer
(Principal Accounting Officer)

Date:

February 10, 2010