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	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.)

137 Rowayton Ave, Suite 110, Rowayton, CT 06853

(Address of Principal Executive Offices with Zip Code)

Registrant’s Telephone Number, Including Area Code:

(203) 866-1013

Cable & Co. Worldwide, Inc.

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

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 x No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common stock outstanding as of August 19, 2009 was 23,816,070

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

MARKET & RESEARCH CORP. AND SUBSIDIARY

Formerly known as

CABLE & CO. WORLDWIDE, INC. AND SUBSIDIARY

INDEX


PART I - FINANCIAL INFORMATION

Item 1	Condensed Consolidated Balance Sheet at June 30, 2009 (Unaudited) and September 30, 2008	3

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

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended June 30, 2009 and 2008	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2	Management’s Discussion and Analysis or Plan of Operation	11

Item 3	Quantitative and Qualitative Disclosure about Market Risk	15

Item 4	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 6	Exhibits and Reports on Form 8-K	19

SIGNATURES		20

EXHIBITS

PART I-FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

MARKET & RESEARCH CORP. AND SUBSIDIARY
Formerly known as
CABLE & CO. WORLDWIDE, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2009			2008
	(unaudited)
ASSETS
Current Assets
Cash	$	0		$	294
Prepaid expenses		25,000			0

Total Current Assets		25,000			294

Total Assets	$	25,000		$	294

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accrued expenses	$	281,433		$	232,702
Due to shareholders		128,469			122,627
Total Current Liabilities		409,902			355,329
Total Liabilities		409,902			355,329
Commitments
Stockholders’ Deficiency
Capital stock:
Preferred Stock, $.01 par value 5,000,000 shares authorized and
no shares issued
Common Stock, $0.001 par value; 150,000,000
shares authorized; 23,816,070 and 14,974,404 shares
issued and outstanding		238,161			149,745
Additional paid-in capital		27,329,500			24,422,991
Accumulated deficit		(27,952,563	)		(24,927,771	)
Total Stockholders’ Deficiency		(384,902.36	)		(355,035.00	)
Total Liabilities and Stockholders’ Deficiency	$	25,000		$	294

See notes to condensed consolidated financial statements.

MARKET & RESEARCH CORP. AND SUBSIDIARY

Formerly known as

CABLE & CO. WORLDWIDE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2009			2008			2009			2008

Revenues	$	0		$	0		$	0		$	0

Professional and consulting expenses		631,350			2,512,549			1,650,350			2,530,454
Impairment loss					77,500						77,500
General and administrative expenses		47,993			6,476			83,117			52,846

Loss from operations		(679,343	)		(2,596,525	)		(1,733,467	)		(2,660,800	)

Provision for income taxes		0			0			0			0

Net loss	$	(679,343	)	$	(2,596,525	)	$	(1,733,467	)	$	(2,660,800	)

Loss per share:
Basic and Fully Diluted	$	(0.03	)	$	(0.19	)	$	(0.09	)	$	(0.24	)

Weighted average common stock outstanding:
Basic and Fully Diluted		20,266,620			13,480,082			18,553,464			11,149,831

See notes to condensed consolidated financial statements.

MARKET & RESEARCH CORP. AND SUBSIDIAR

Formerly known as

CABLE & CO. WORLDWIDE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
	2009			2008
Cash flow from operating activities:
Net loss	$	(1,733,467	)	$	(2,660,800	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services		1,603,600			2,455,333
Impairment loss					77,500
Amortization expense					7,500

Change in assets and liabilities, net of acquisition
Increase in prepaid expense		(25,000	)		(5,663	)
Increase/(decrease) in accrued liabilities		48,731			95,613
Net cash used in operating activities		(106,136	)		(30,517	)

Cash flows from financing activities:
Sale of common stock		100,000
Proceeds from shareholder		5,842			30,596
Net cash provided by (used in) financing activities		105,842			(30,596	)

Net decrease in cash and cash equivalents		(294	)		78

Cash and cash equivalents, beginning of period		294
Cash and cash equivalents, end of period	$	-		$	78

Supplemental disclosure of cash flow information
Cash paid for income tax	$	-		$	-
Cash paid for interest	$	-		$	-

See notes to condensed consolidated financial statements

MARKET & RESEARCH CORP. AND SUBSIDIARY

Formerly known as

CABLE & CO. WORLDWIDE, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED 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. Although the Company did acquire LifeHealth Care, Inc in May 2006, the Company did not secure the necessary financing to operate the assets or to acquire additional assets.

On January 30, 2006 the holders of a majority of the outstanding common stock of the Company passed a resolution to increase the number of authorized common shares from 250,000,000 to 1,500,000,000. The purpose of this resolution was to create a sufficient number of shares of common stock to assist the Company in its efforts to commence operations and to acquire LifeHealth Care, Inc.

On December 18, 2007 the Company filed a Schedule 14 (C) with the Securities and Exchange Commission announcing the approval by a majority of shareholders of the following:

As a result of the reverse split of 1:150, the number of issued and outstanding shares of common stock will be reduced to 9,990,750 from 1,498,612,518. The par value changed from $.0001 to $.01.

A reduction of the authorized number of common stock from 1,500,000,000 to 150,000,000.

An amendment to change the name of the Company from Cable & Co Worldwide, Inc. to Market & Research Corp.

Each of these steps has been approved by the board of directors and became effective April 21, 2008, and have been reflected in the financial statements and document.

Between January 1, 2006 and May 13, 2006, the Company issued 8,775,172 shares of common stock in exchange for consulting and other administrative services, the elimination of debt and to acquire LifeHealth Care, Inc. The market value used to value the stock issued ranged from $0.30 to $0.75 for the consulting and board services provided and the acquisition of LifeHealth Care, Inc. The book value of the debt retired was used for the exchange of debt for stock. The stock issued was all restricted stock.

The Company acquired all the outstanding stock of LifeHealth Care, Inc. (LHC) a Delaware corporation on March 28, 2006 in exchange for 4,000,000 shares of common stock. LHC’s value was set at $1,200,000 based on the market value of the Company’s shares issued. The value of LHC is due to the fact that it already had a product (an emergency dental kit) that was approved for sale in the European Union. The life of this asset was indeterminable since the approval has no pre set lifespan. LHC had no revenues and would require a significant amount of financing in order to commence operations. The Company did not have access to the necessary financing at this time. Financing was not obtained, and LHC was not able to commence operations. As of the date of acquisition, LHC had incurred cumulative losses of approximately $71,000.

On August 14, 2008, the Company’s Board of Directors conditionally approved the spinoff of LHC to the shareholders of the Company as of the record date of September 3, 2008. On September 12, 2008, the Company distributed all the stock of LHC in the form of a dividend to the shareholders of the Company. As a result of the dividend, LHC was no longer a subsidiary of the Company and became a separate reporting company. LHC’s financial results are included in these financial statements up to and including September 12, 2008. All intercompany transactions have been eliminated during the period of inclusion

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 June 30, 2009 and the results of operations and cash flows for the interim periods of the fiscal year ending September 30, 2009 (“fiscal 2009”) and the fiscal year ended September 30, 2008 (“fiscal 2008”) 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, 2008 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 June 30, 2009, the Company had no established source of revenues and has accumulated losses of approximately $27,950,000 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 consolidated 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.

SUBSEQUENT EVENTS

In May 2009, FASB issued statement of Financial Accounting Standards No. 165, Subsequent Events. This new standard applies to interim and annual financial periods ending after June 15, 2009. This statement establishes principles setting forth the period after the balance sheet date during which management shall evaluate events and transactions that may occur for potential recognition or disclosure in the financial statements. For the purposes of this accounting standard, the Company has evaluated subsequent events through August 19, 2009.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162” (“FAS 168”). FAS 168 establishes the FASB Accounting Standards Codification as the sole source of authoritative GAAP. Pursuant to the provisions of FAS 168, we will update our references to GAAP in our consolidated financial statements issued for the period ended September 30, 2009 and thereafter. The adoption of FAS 168 will have no impact on our financial position or results of operations.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”). FAS 167 is effective for interim and annual reporting periods ending after November 15, 2009. FAS 167 amends certain guidance in FIN 46(R) to eliminate the exemption for special purpose entities, require a new qualitative approach for determining who should consolidate a variable interest entity and change the requirement for when to reassess who should consolidate a variable interest entity. We plan to adopt FAS 167 effective January 1, 2010, and we do not expect it to have any impact on our financial position or results of operations.

In June 2009, the FASB issued FAS 166 “Accounting for Transfers of Financial Assets - an amendment of FAS Statement No. 140” (“FAS 166”). FAS 166 is effective for interim and annual reporting periods ending after November 15, 2009 and must be applied to transfers occurring on or after the effective date. FAS 166 clarifies that the objective of paragraph 9 of Statement 140 is to determine whether a transferor and all of the entities included in the transferor’s financial statements being presented have surrendered control over transferred financial assets. We plan to adopt FAS 166 effective January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.

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, unless the effect of such equivalent shares was anti-dilutive. The Company had no outstanding options or warrants at June 30, 2009 or during any period covered by this filing.

4. STOCK-BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” This standard replaces SFAS No. 123, “Accounting for Stock Based Compensation” and supersedes Accounting Principles Board (‘APB’) Opinion No. 25, “Accounting for Stock Issued to Employees.” The standard requires companies to expense the fair value of stock option on the grant date and is effective for annual periods beginning after June 15, 2005. In accordance with the revised statement, the expense attributable to stock options granted or vested subsequent to July 1, 2005, was required to be recognized by the Company. The Company has not issued any stock based compensation.

5. RELATED PARTY TRANSACTIONS

At June 30, 2009 and September 30, 2008, the Company owed approximately $128,000 and $123,000, 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 noninterest bearing, unsecured, and due on demand: however the officers have agreed not to demand payments for one year.

6. ACQUISITION

On March 28, 2006, the Company acquired LifeHealth Care, Inc. (LHC) a Delaware corporation, an early stage company focusing on the dental and healthcare marketplace from Martin Licht, a director and officer of the Company. The Company issued 4,000,000 shares of Common Stock to Martin Licht, the Company’s current director, to acquire LHC at $.30 per share.

The purchase price was allocated on the basis of the estimated fair values of the assets acquired and liabilities assumed which was $1,200,000. LHC has a product (an emergency dental kit) that is approved for sale in the European Union. The life of this asset is indeterminable since the approval has no pre set lifespan. The acquisition was accounted for as a purchase.


Acquisition cost	$	1,200,000

Net assets acquired:
Current assets	$	10,639
Intellectual property		100,000
Patent		6,730

Total assets		117,369

Liabilities assumed		(86,658	)

Net assets		30,711

Amount assigned to goodwill	$	1,169,199

LHC has no revenues or tangible assets and will require a significant amount of financing in order to commence operations. The Company does not have access to the necessary financing at this time. If financing is not obtained, LHC will not be able to commence operations. As of the date of acquisition, LHC had incurred cumulative losses of approximately $71,000. There is no certainty that even with adequate financing, LHC will be able to commence operations or obtain profitable status.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), the Company evaluates goodwill and intangible assets at least annually for impairment by analyzing the estimated fair value based on the present value of discounted cash flows compared to the net book value. The Company will write off the amount of any goodwill or intangible in excess of its fair value. Management reviewed the goodwill at September 30, 2007 and determined that it was fully impaired and consequently wrote off the entire balance of $1,169,199.

Intangible assets with a definite life are amortized over their legal or estimated useful lives, whichever is shorter. The Company reviews the carrying amounts of intangible assets with a definite life whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances might include changes in technology, significant litigation or other items.

Intellectual property will be amortized over the estimated useful life of ten years.

The Company spun off LifeHealthCare, Inc. (“LHC”) in September 2008. The Company included the operations of LHC through the date of the spinoff (September 12, 2008) in its operations. The Company valued LHC at zero, and as a result, wrote off its investment of $1,200,000 in LHC. The net liabilities that were spun off totaled $9,926.

7. TAXES

Effective October 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the three and nine months ended June 30, 2009 and 2008, 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 June 30, 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 June 30, 2009.

The Company has not filed tax returns since 1999. The Company has experienced only losses since 1999. After it files all its delinquent tax returns, the Company expects that it will have no material changes to unrecognized tax positions within the next twelve months.

Upon filing its tax returns, the Company anticipates that it will have net operating loss carry forwards of approximately $5,900,000 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 carry forwards and temporary differences, aggregating approximately $2,000,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $2,000,000 at June 30, 2009.

8. COMMITMENTS

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.

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 $15,000 as a retainer and is obligated to pay another $10,000 to Global. 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 cour’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. Between October, 2005 and October, 2006, the Company issued 9,698,490 shares of common stock in exchange for consulting and other administrative services, the elimination of debt and to acquire LifeHealth Care, Inc.

The Company acquired all the outstanding stock from the Company’s current director and officer, Martin Licht, of LifeHealth Care, Inc. (“LHC”) on March 28, 2006 in exchange for 4,000,000 shares of the Company’s common stock. LHC was a startup company in the dental and healthcare marketplace that had no revenues or tangible assets. The estimated value of LHC at the time of the acquisition was $1,200,000. As of the date of acquisition, LHC had incurred cumulative losses of approximately $71,000. LHC required a significant amount of financing. The Company did not secure the necessary financing and LHC was not be able to commence operations.

On April 21, 2008 the following steps, which had previously been approved by a majority of shareholders, became effective:

As a result of the reverse split of 1:150, the number of issued and outstanding shares of common stock will be reduced to 9,990,750 from 1,498,612,518. The par value changed from $.0001 to $.01

A reduction of the authorized number of common stock from 1,500,000,000 to 150,000,000.

An amendment to change the name of the Company from Cable & Co Worldwide, Inc. to Market & Research Corp.

Each of these steps has been approved by the board of directors and became effective April 21, 2008, and have been reflected in the financial statements and document.

On September 12, 2008, the Company distributed all the stock of LHC in the form of a dividend to the shareholders of the Company. As a result of the dividend, LHC was no longer a subsidiary of the Company and became a separate reporting company.

Recent Events

Aspen Shareholders have agreed to remain bound to the same terms to be purchased with no specified termination date.

Subsequent to closing, the Company shall pay to Precision an additional amount (the “Earn Out Amount”) equal to five times the EBITDA of the Precision Opinion division of the Company for the calendar year 2009 less the Initial Payment and the amount of any loans made to Precision as set forth above. The Earn Out Amount shall be paid one-half in cash and one-half in common shares of the Company’s stock, valued at the average of the bid price for the first ten business days in January, 2010. Upon the closing of the Asset Purchase, the Company will enter into an employment agreement with James Medick and certain other ancillary documents related to the Asset Purchase.

Results of Operations

Quarter ended June 30, 2009 as compared to quarter ended June 30, 2008

REVENUES

None.

PROFESSIONAL AND CONSULTING EXPENSES

The Company recognized $631,350 during fiscal 2009 and $2,512,549 during fiscal 2008 in professional and consulting expenses. The decrease is due to the reduction in stock awards in lieu of cash compensation.

IMPAIRMENT LOSS

The Company recognized $0 during fiscal 2009 and $77,500 during fiscal 2008 in impairment loss. The Company wrote off its entire intellectual property asset in 2008.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $47,993 during fiscal 2009 and $6,476 during fiscal 2008 in administrative expenses. The Company continues in its efforts to secure financing and begin operations.

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 $679,343, during the second quarter of fiscal 2009 as compared to $2,596,525 during the same period last year for an overall decrease in net loss of $1,917182. The decrease is due to the reduction in stock awards in lieu of cash compensation.

Nine months ended June 30, 2009 as compared to nine months ended June 30, 2008

REVENUES

None.

PROFESSIONAL AND CONSULTING EXPENSES

The Company recognized $1,650,350 during fiscal 2009 and $2,530,454 during fiscal 2008 in professional and consulting expenses. The decrease is due to the reduction in stock awards in lieu of cash compensation.

IMPAIRMENT LOSS

The Company recognized $0 during fiscal 2009 and $77,500 during fiscal 2008 in impairment loss. The Company wrote off its entire intellectual property asset in 2008.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $83,117 in administrative expenses primarily related to efforts to secure financing and begin operations for the Company in fiscal 2009. The expenses during the comparable period the prior year of $52,846. The increase is primarily due to efforts to secure financing and begin operations in 2009.

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 $1,733,467, during the first nine months of fiscal 2009 as compared to $2,660,800 during the same period the prior fiscal year for an overall decrease in net loss of $927,333. The increase in the loss was due to the Professional fees paid for with stock issuance, to help secure financing and begin operations.

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, $27,900,000, 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 $27,950,000 as of June 30, 2009. For the nine months ended June 30, 2009, our net loss was $1,733,467. 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 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.

Income Taxes

The Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the three months ended June 30, 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 June 30, 2008.

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 Assistant 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 Assistant Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information 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 June 30, 2009, the company issued 750,000 shares of common stock for net proceeds of $100,000. Such common stock is not registered and are restricted 144 shares. Proceeds from such issuance were utilized to satisfy certain liabilities.


ITEM 3	Defaults Upon Senior Securities

Not applicable.


ITEM 4	Submission of Matters to a Vote of Security Holders

None

ITEM 6

Exhibits and Reports on Form 10-Q

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 Assistant 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-KSB/A filed on January 13, 2009 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: August 19, 2009


	MARKET & RESEARCH CORP.

	/s/ Gary Stein
	Gary Stein
	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: August 19, 2009


	MARKET & RESEARCH CORP.

	/s/ John Grippo
	John Grippo
	Chief Financial Officer
	(Principal Accounting Officer)

MARKET & RESEARCH CORP. 10-Q