UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of Report (Date of Earliest event reported):

~~July~~November 1519, 2009

Metabolic Research, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-28769	2035-~~8050263~~2065469
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6320 McLeod Dr, Ste 7, Las Vegas, NV 89120

(Address of principal United States executive offices and Zip Code)

702-263-7070

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ooWritten ~~Written~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ooSoliciting ~~Soliciting~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~o Pre~~oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~o Pre~~ oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 48 - ~~MATTERS~~OTHER ~~RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS~~EVENTS

Item 48.~~02.Non-Reliance~~01 onOther ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~The~~On ~~registrant~~November has concluded that disclosure should be made to prevent reliance on previously issued financial statements. The Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Cash Flows have been restated for the three months ended March 3119, 2009~~. It has been concluded that the issued financial statements~~, ~~covering~~ the ~~three~~Company ~~months~~filed ~~ended~~a ~~March~~lawsuit ~~31,~~in ~~2009 for which~~ the ~~registrant~~District isCourt ~~required~~of toClark ~~provide~~County, ~~financial~~State ~~statements under Regulation S-X(17 CFR 210)should no longer be relied upon because~~ of aNevada ~~mathematical~~against ~~calculation~~Scott ~~error in such financial statements~~J. ~~This~~Ferrell, ~~error~~Michael ~~carries~~Campos, ~~back~~Thomas toHess, ~~previously~~and ~~stated~~Sara ~~financials.~~Jordan, ~~The~~all ~~company is currently determining which~~ of ~~the previous reported Financial Statements are affected by this error. The registrant was advised that the date of the conclusion regarding the non-reliance is July 15~~California, ~~2009~~ for ~~the~~extortion ~~three months ended March 31, 2009 on the Condensed Consolidated Statement of Operations~~ and ~~the Condensed Consolidated Statement of Cash Flows~~racketeering.

~~The~~In ~~error~~late inOctober ~~the~~2009 ~~financial~~defendant ~~statements~~Ferrell ~~necessitates~~acting ~~restatement~~in behalf of ~~Consulting~~Campos, ~~Expenses.~~Hess, ~~Some~~and ~~contracts~~Jordan ~~previously~~demanded ~~issued~~in bywriting and without warning that the ~~company~~Company ~~had~~agree ~~not~~to ~~been~~an ~~factored~~un-provided in/unseen ~~the~~stipulation ~~subject~~indicating ~~financial~~that ~~statements~~its ~~and~~Stemulite ~~therefore~~Fitness ~~where~~Formula ~~not~~product ~~expensed~~was infraudulent and demanding that the ~~relevant~~Company ~~periods.~~make ~~This~~a ~~matter~~100% ~~was~~refund ~~discussed~~/ ~~with~~disgorgement within 30 days or defendant Ferrell would file a complaint under the ~~independent~~California ~~accountant~~Consumers ~~who~~Legal isRemedies ~~currently~~Act ~~reviewing~~ alleging fraud in the advertising and ~~addressing~~sale of the ~~relevant~~Company’s ~~items~~Stemulite Fitness Formula.

Defendant Ferrell made the same demands of GNC, the Company’s national distributor.

Item 8.02 Other Events.

On February 8, 2010, the Company received a copy of a lawsuit filed on December 23, 2009 against the Company in United States District Court Central District of California Western Division in behalf of Michael Campos, Thomas Hess, and Sara Jordan.

The suit alleges that the Company’s advertising in the sale of its Stemulite Fitness Formula was fraudulent and claims that the three plaintiffs did not benefit as represented in the product advertising.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not Applicable

(b) Pro forma financial information.

Not Applicable

(d) Exhibits.

Exhibit No.	Description

Not Applicable

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Metabolic Research, Inc.
Date: September 4, 2009	By:	/s/ T. W. OWEN
DATE: February 16, 2010	By:	/s/ T. W. OWEN
		Name : T. W. OWEN
		Name: T. W. OWEN
		Title: Secretary
		Title:Secretary

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