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 June 30, 2009

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

For the transition period from ________ to _________

Commission file number 000-25879

Metabolic Research, Inc.

(Exact name of registrant as specified in its charter)

Nevada	35-2065469
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification Number)

6320 McLeod Drive, Suite 7, Las Vegas, Nevada 89120

(Address of principal executive offices)

Registrant's telephone number, including area code: (702) 263-7070

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o (Not Required)

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 definition of "large accelerated filer," "accelerated filer," "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o

Non-accelerated filer	o	(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. Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of June 19, 2009, the Registrant has outstanding 55,865,509 shares of Common Stock.

INDEX
		Page No.

PART I.	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS	3

	Condensed Consolidated Balance Sheet as of June 30, 2009 and March 31, 2009 (unaudited)	3

	Condensed Consolidated Statements of Operations for the three months ended June 30, 2009 and 2008	4

	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2009 and 2008	5

	Notes to Unaudited Financial Statements	6

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7

ITEM 4(T).	CONTROLS AND PROCEDURES	8

PART II.	OTHER INFORMATION	8

ITEM 1.	LEGAL PROCEEDINGS	8

ITEM 1A.	RISK FACTORS	8

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8

ITEM 4.	SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS	8

ITEM 5.	OTHER INFORMATION	8

ITEM 6.	EXHIBITS	9

SIGNATURES		9

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

METABOLIC RESEARCH, INC
CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2009 and March 31, 2009



	June 30,		March 31,
ASSETS:	2009		2009
Current Assets
Cash and Cash Equivalent		57,094		46,351
Accounts Receivable		198,578		187,306
Inventory		39,430		251,449
Deposits		2,450		2,450
Prepaid Consulting		1,235,151		803,493
Prepaid Financing		0		21,211

Total Current Assets		1,532,703		1,312,260

Other Assets
Investments in IDZIN, Inc.		10,690		10,690
Furniture & Equipment		2,612		2,778
Communication Equipment		5,149		5,475
Patents and Trademarks		10,255,152		10,255,152
License		1,560,000		1,560,000

Total Other Assets		11,833,603		11,834,095

Total Assets		13,366,306	$	13,146,355

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	154,866		$	164,231
Credit Cards		12,349			13,112
Royalties Payable		271,740			238,880
Advances from Related Parties		9,692			9,692
Note - Debenture		-			-
Payroll Tax Liability		53,502			42,312
Due Directors		85,326			85,326
Notes Payable		-			-
Derivative Liability		13,164			35,371

Total Current Liabilities		600,639			588,924


Stockholders' Equity
Preferred Stock - $0.001 par value, 50,000,000 shares
authorized: 9,815,000 issued and outstanding		9,815			9,815
Common Stock - $0.001 par value, 200,000,000 shares
authorized: 56,346,092 shares issued and outstanding		56,346			50,222
Additional paid in capital		15,120,188			14,911,963
Accumulated (deficit) during the development stage)		(2,420,682	)		(2,414,569	)

Total Stockholders' Equity		12,765,667			12,557,431

Total Liabilities and Stockholders' Equity		13,366,306		$	13,146,355

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

METABOLIC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended as of June 30, 2009 and 2008



	For the three months ended
	June 30,
	2009			2008

REVENUES:
Net Sales	$	960,958		$	837,743
Cost of Sales	$	212,019		$	290,012
Gross Profit	$	748,939		$	547,731

COSTS AND EXPENSES:
General and Administrative	$	642,374		$	290,024
Advertising Expense	$	68,059		$	145,669
Derivative Adjustment Expense
Board of Directors Expense	$	0		$	40,000
Consulting Expense	$	65,268		$	58,795
Depreciation and Amortization	$	1,558		$	82

Total Costs and Expenses	$	777,259		$	534,570

Operating Income (Loss)	$	-28,320		$	13,161

OTHER INCOME (EXPENSE):
Interest Expense	$	0		$	(1,956	)

Income (Loss) before income taxes	$	-28,320		$	11,205
Provision for income taxes					-

Net Income(Loss)	$	-28,320		$	11,205

Other comprehensive income:
Derivative Items	$	22,207		$	437
Net comprehensive Income (loss)	$	(6,113	)	$	11,642


Net Income (loss) per common share
Basic and Diluted	$	0.000		$	0.000
Weighted average shares outstanding
Basic and Diluted		52,171,342			41,711,758

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

METABOLIC RESEARCH, INC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the three months ended as of June 30, 2009 and 2008


	For the three months ended
	June 30,
	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income or (Loss)	$	(6,113	)	$	11,642
Increase/(Decrease) in Accounts Receivable	$	(11,272	)	$	50,051
Increase/(Decrease) in Prepaid Services	$	(410,447	)	$	93,865
Increase/(Decrease) in Other Assets	$	492		$	1,968
Depreciation Expense	$	1,558
Increase/(Decrease) in Inventory	$	212,019		$	(44,182	)
(Increase)/Decrease in Accounts Payable	$	(21,145	)	$	(10,317	)
Increase/(Decrease) in Royalties Payable	$	32,860		$	(64,505	)
Transactions not requiring cash:
Amortization of prepaid consulting fees	$	(65,268	)
Accrued Interest				$	1,956
Prepaid Consulting	$	63,710
Increase/(Decrease) in Other Liabilities				$	437
Net cash (used in) operating activities	$	(203,606	)	$	17,631


CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment				$	(9,808	)
Net cash(used in)Investing Activities				$	(9,808	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable
Bank overdraft
Proceeds from loans payable-officers				$	70,000
Repayment of loans payable-officers				$	(5,000	)
Common stock issued for services	$	6,124
Additional paid in capital issued for services	$	208,225
Common stock issued for cash

Net cash provided by financing activities	$	214,349		$	65,000

Net increase in cash and equivalents	$	10,743		$	72,823

Cash and equivalents at beginning of period		46,351			6,724

Cash and equivalents at end of period	$	57,094		$	79,547

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

METABOLIC RESEARCH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

(UNAUDITED)

GENERAL

Metabolic Research, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended June 30, 2009. Since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the form 10-K for the twelve months ended December 31, 2008.

DEVELOPMENTAL STAGE COMPANY

Metabolic Research, Inc. (the Company) is no longer considered a developmental stage company under SFAS 7. The Company is receiving substantial revenues from its planned principal operations.

PrePaid Financing

Metabolic Research, Inc acquired a company called RuelQ. Limited and its assets in 2008 as a business venture. The business and equipment was later sold in exchange for a notes receivable in the amount of $111,667 to a company called Hollywood Laser. Hollywood Laser later defaulted on the note receivable. The note receivable became worthless and uncollectible and was wriiten-off by Metabolic Research, Inc. The Prepaid financing amount of $21,211 was related to the notes receivable transaction and therefore was written off.

EQUITY

The Company has consulting contracts that required issuance of $6,124,583 shares of common stock at par value.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

When used in this discussion, the words "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, and are urged to carefully review and consider the various disclosures elsewhere in this Form 10-Q. The provision of Section 27A of the Securities Act of 1933 and Section 21 of the Securities and Exchange Act of 1934 shall apply to any forward looking information in this Form 10-Q.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2009 and June 30, 2008. Revenues for the three months ended June 30, 2009 were $748,939 compared to $547,731 for the same period of 2008. Net income for the three months ended June 30, 2009 was $196,292 compared to a net income of $11,205 for the same period of 2008. General and Administrative expenses for the three months ended June 30, 2009 were $642,374 compared to $290,024 for the same period of 2008.

The Company's operating expenses were mainly attributable to marketing expenses, office lease, cost of goods sold, operating expenses, telephone and internet server and commencing operations prior to this quarter. Compared to the previous quarter results, the Company has increased operating expenses and it can be expected that future operating expenses may increase with the addition of staff, purchase of new equipment, acquisitions, expansion of product line, the need to upgrade our technology and continued growth in sales.

FUTURE OUTLOOK

The Company anticipates continued growth in sales based on wide acceptance in the market of its initial product “Stemulite™ Fitness Formula for Men” and “Stemulite™ Fitness Formula for Women”. The Company anticipates introducing at least one new product during the third or fourth quarter of 2009. The Company may also consider any business opportunity that may involve a future acquisition from a private entity having an operating business that may provide opportunities, products or services of a complementary nature to the Company's current product offerings.

LIQUIDITY AND CAPITAL RESOURCES

Management believes that cash expected to be generated from operations and current cash reserves will not be sufficient for the Company to meet its capital expenditures and working capital needs for its operations as presently conducted. The Company's future liquidity and cash requirements will depend on a wide range of factors, including the level of business in existing operations and expansion of facilities. In particular, if cash flows from operations are not sufficient, it will be necessary for the Company to raise capital or seek additional financing. There can be no assurance that such raising of capital or seeking of additional financing would be available in amounts and on terms acceptable to the Company.

For further information, refer to our Management's Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Required.

ITEM 4(T).

CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report as well as to the safeguard assets from unauthorized use or disposition. However, no cost effective internal control system will preclude all errors and irregularities, and management as necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective and adequately designed to insure that the information required to be disclosed by the company in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to the company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in a manner that allowed for timely decisions regarding required disclosure in our periodic reports filed with the SEC.

During our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

On November 20, 2008, a lawsuit was commenced by Mr. David Summers alleging that defendants, which included the Company, wrongfully removed him as an officer and director of the Company. The Company and other defendants counterclaimed against Mr. Summers alleging breach of fiduciary duty by Mr. Summers and other claims. The parties entered into a settlement agreement on March 25, 2009. In accordance with the terms and conditions of the settlement agreement, Mr. Summers resigned as an officer and director of the Company and his employment agreement was terminated.

On March 1,2009, Metabolic Research and Mr.Summers entered into agreement of a set amount of accrued royalties in the amount of $56,756.00, to be paid in installments of $2000 per month against the balance. In addition, Metabolic Research and Mr.Summers entered into agreement for accrued business expenses of $24,508.02. This balance will be paid in monthly installments of $2000, against the balance. These payments are to commence on April 1, 2009 until balances are paid in full.

ITEM 1A.

RISK FACTORS

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not issue shares of stock during the quarter.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

DERIVATIVE LIABILITY

The company has derivative liabilities as a result of its multiyear consulting contracts with common stock issued as compensation. The derivative liablity was calculated using models approximating Black-Scholes methodoglies. The Company is obligated to issue an additional 13,226,000 shares of the company's common stock(restricted) over the next three years per consulting contracts issued in 2008.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Metabolic Research, Inc.

	By:	/s/ Robert Bakker
		Robert Bakker
		Chief Executive Officer

	By:	/s/ T. W. Owen
		T. W. Owen
		Chief Financial Officer


	Dated:	August 19, 2009

Metabolic Research, Inc. 10-Q