~~December~~SECURITIES 31, December 31, 2008 2007 ASSETS: Current Assets Cash in Bank $ 5,186 $ 13,104 Petty Cash Fund 1,000 1,000 Accounts Receivable 57,928 - Inventory 229,964 29,850 Deposits 2,450 - Prepaid Consulting Fees 803,493 - Prepaid Financing Fees 21,693 23,621 ------------ ------------ Total Current Assets $ 1,121,696 $ 67,575 Other Assets Fixed Assets (net of depreciation) $ 8,745 $ - Notes Receivable $ - $ 111,667 License 1,560,000 2,060,000 Investments 10,690 10,690 Patents Assignments 10,255,152 9,755,152 ------------ ------------ Total Other Assets $ 11,834,587 $ 11,937,509 ------------ ------------ ------------ ------------ Total Assets $ 12,956,283 $ 12,005,084 ------------ ------------ ------------ ------------ LIABILITIES AND ~~STOCKHOLDERS'EQUITY:~~EXCHANGE Current Liabilities Accounts Payable $ 79,231 $ 89,259 Payroll Tax Liability 23,353 - Credit Cards 16,440 - Royalties Payable 164,656 - Advances from Related Parties 9,692 71,200 Note-Debenture - 72,476 Due Directors 85,326 - Derivative Liability 68,358 42 ------------ ------------ Total Current Liabilities $ 447,056 $ 232,977 ------------ ------------ ------------ ------------ Stockholders' Equity Preferred stock - $0.001 par value, 50,000,000 shares authorized: 10,690,000 issued and outstanding $ 10,690 $ 10,690 Common stock - $0.001 par value, 200,000,000 shares authorized: 41,453,425 shares issued and outstanding 49,345 41,453 12/31/07 and 49,346,509 on 12/31/08 Additional paid in capital 14,911,963 13,925,181 Retained earnings or Deficit accumulated during development state) (2,462,771) (2,205,217) ------------ ------------ Total Stockholders' Equity $ 12,509,227 $ 11,772,107 ------------ ------------ Total Liabilities And Stockholders' Equity $ 12,956,283 $ 12,005,084 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of these condensed consolidated financial statements.COMMISSION

~~December 31~~Washington, December 31, 2008 2007 Revenues $ 2,783,010 $ 54,026 Cost of Sales 636,350 21,251 ----------- ----------- Net Revenues 2,146,660 32,775 Operating Expenses: Consulting Expenses 816,304 510,905 Advertising Expense 587,393 - Board of Directors Expense 182,000 102,000 Depreciation 1,063 - General and administrative 1,270,463 586,468 ----------- ----------- Total Operating Expenses $ 2,857,223 $ 1,199,373 ----------- ----------- Net Operating (loss) $ (710,563) $(1,166,598) Other Expenses: Interest income $ - $ 4,667 Interest expense (10,216) (3,968) ----------- ----------- Total Other Expenses (10,216) 709 ----------- ----------- Net Loss Before Income Taxes (720,779) (1,165,889) Income Tax Expense - - ----------- ----------- Net (loss) $ (695,558) $(1,165,889) Other Comprehensive Income: Derivative gain (loss) 463,225 25,061 ----------- ----------- Net other comprehensive (loss) $ (257D.~~554) $(1,140,828) ----------- ----------- ----------- ----------- Basic net (loss) per common share $ (0~~C.~~02)~~ $ (0.04) Net other Comprehensive (loss) per common share $ (0.01) $ (0.03) Weighted average Number of Common Shares Outstanding 47,656,238 32,695,292 The accompanying notes are an integral part of these consolidated financial statements.20549

~~PAR~~FORM VALUE TOTAL NUMBER OF OF ADDITIONAL RETAINED STOCKHOLDERS' COMMON COMMON PAID-IN Preferred EARNINGS EQUITY SHARES SHARES CAPITAL Stock (DEFICIT) (DEFICIT) ---------- ------- ----------- ----------- ------------ ------------ Balance as at December 31, 2006 6,138,125 $ 6,138 $ 1,051,656 $(1,064,389) $ (6,595) ---------- ------- ----------- ----------- ----------- ------------ On January 12, 2007 issued 2,000,000 shares for license agreement 2,000,000 2,000 498,000 500,000 On February 26, 2007 issued 100,000 shares for employment agreement 100,000 100 89,000 99,000 On March 14, 2007 issued 200,000 shares for license agreement 2,000,000 2,000 1,558,000 1,560,000 During first quarter issued 625,300 shares for cash 625,300 625 263,775 264,000 On April 25, 2007 issued 2,500,000 shares for agreement to develop products 2,500,000 2,500 1,097,000 1,100,000 On April 25, 2007 issued 26,231,000 for patents and contracts 26,231,000 26,231 8,892,309 8,918,540 Issued preferred stock for IDZIN 10,690 10,690 On July 1,2007 issued 334,000 shares for services 334,000 334 116,566 116,900 On July 19, 2007 issued 600,000 shares for services 600,000 600 164,400 165,000 On July 24, 2007 issued 250,000 shares for services 250,000 250 62,250 62,500 On September 1, 2007 issued 50,000 shares for services 50,000 50 7,950 8,000 On September 15, 2007 issued 100,000 shares for services 100,000 100 19,900 20,000 On November 3, 2007 issued 125,000 shares for services 125,000 125 22,375 22,500 On November 5, 2007 issued 200,000 shares for services 200,000 200 35,800 36,000 On November 28, 2007 issued 200,000 shares for services 200,000 200 35,800 36,000 Net (Loss) for year ended December 31, 2007 (1,140,828) (1,140,828) ---------- ------- ----------- ----------- ----------- ------------ Balance as at December 31, 2007 41,453,425 41,453 13,925,181 10,690 (2,205,217) 11,772,107 ---------- ------- ----------- ----------- ----------- ------------ ---------- ------- ----------- ----------- ----------- ------------ On April 15, 2008 issued 150,000 shares for services rendered 150,000 150 34,350 34,500 On April 17, 2008 issued 200,000 shares for services rendered 200,000 200 43,800 44,000 On April 17, 2008 issued 200,000 shares for services rendered 250,000 250 36,000 36,250 On August 28, 2008 the company issued stock for services rendered and to be rendered 6,585,000 6,585 762,700 769,285 On August 28, 2008 the company adjusted the common stock account to reconcile with shareholder list (112,499) (113) (10,012) (10,125) On September 30,2008 the company issued stock for cancellation of a note payable 432,800 433 42,775 43,208 On September 30,2008 the company issued stock for cancellation of a note payable 387,783 387 77,169 77,556 Net (Loss) for year ended December 31, 2008 (257,554) (257,554) ---------- ------- ----------- ----------- ----------- ---------- Balance as at December 31, 2008 49,346,509 49,345 14,911,963 10,690 (3,037,620) 12,509,227 ---------- ------- ----------- ----------- ----------- ---------- ---------- ------- ----------- ----------- ----------- ---------- The accompanying notes are an integral part of these consolidated financial statements.K

~~December 31, December 31, 2008 2007 Cash Flows from Operating Activities: Net Other Comprehensive~~ (~~loss)~~Mark ~~$ (257,554~~One) $(1,140,828) ----------- ----------- Adjustments to Reconcile Net (Loss) to Net Cash Provided: Increase/(Decrease) in Accounts Receivable 57,928 1,500 Increase/(Decrease) in Other Current Assets 920,593 54,471 Increase/(Decrease) in Other Assets (102,922) 122,357 Increase/(Decrease) in Accounts Payable (29,765) (78,894) Services received for stock 672,918 Increase/(Decrease) in Other Liabilities (214,079) (143,718) Transactions not requiring cash: Interest paid with stock 10,216 - Accrued Interest 2,476 Services Contributed - - Other Comprehensive Income (463,225) - Depreciation 1,063 - Net cash (used in) operating activities $ (77,745) $(509,718) ----------- ----------- Cash flows from investing activities: Acquisition of property and equipment 9,809 4,862 ----------- ----------- Net cash (used in) investing activities 9,809 4,862 ----------- ----------- Cash flows from financing activities: Proceeds from loans payable 50,000 70,000 Bank overdraft - - Repayment of loans payable 10,000 5,000 Proceeds from loans payable-officers 50,000 71,200 Repayment of loans payable-officers (50,000) (17,015) Capital contributions - - Cash provided from merger - 125,000 Common stock issued for cash - 263,775 ----------- ----------- Net cash provided by financing activities 60,000 517,960 ----------- ----------- Net increase in cash and equivalents (7,936) 13,104 Cash and equivalents at beginning of period 13,104 - ----------- ----------- Cash and equivalents at end of period $ 5,168 $ 13,104 ----------- ----------- ----------- ----------- The accompanying notes are an integral part of these consolidated financial statements.

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

For the fiscal year ended December 31, 2009

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

000-25879

Commission file number

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 No.)

2602 E 7th Ave

Tampa, Florida 33605

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

(813) 443 5065

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value per share

(Title or class)

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No o

Issuer's revenues for the fiscal year ended December 31, 2008 were $2,883,628.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of March 31, 2009, was approximately $942,558.

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

As of December 31, 2009, the Registrant had outstanding 55,865,509 shares of Common Stock.

Documents Incorporated By Reference: None

Transitional Small Business Issuer Disclosure Format (check one): Yes o No x.

TABLE OF CONTENTS

		PAGE

PART I
Item 1.	Description of Business	3
Item 2.	Description of Property	5
Item 3.	Legal Proceedings	5
Item 4.	Removed and Reserved	5

PART II
Item 5.	Market For Common Equity And Related Stockholder Matters	6
Item 6.	Selected Financial Data	6
Item 7.	Management's discussion and analysis or plan of operation	6
Item 8.	Financial Statements	8
Item 9.	Changes in and Disagreements With Accounts on Accounting and Financial Disclosure	9
Item 9a.	Controls And Procedures	9
Item 9b.	Other Information	9

PART III
Item 10.	Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange Act	10
Item 11.	Executive Compensation	11
Item 12.	Security Ownership Of Certain Beneficial Owners And Management	11
Item 13.	Certain Relationships And Related Transactions; Director Independence	11
Item 14.	Principal Accountant Fees And Services	12
Item 15.	Exhibits	13

SIGNATURES		13

PART I

FORWARD-LOOKING STATEMENTS: This annual report contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from estimates. The risks and uncertainties associated with forward-looking statements include, among other things, significant changes in general economic conditions, both domestic and international; the impact of market conditions; changes in interest rates; the impact of interest rates and market conditions on loans, deposits and debt; changes in our tax liability and rates; decline in value in our capital investments, and our ability and resources to execute our business strategies and manage risks associated with potential expansion plans or business initiatives.

ITEM 1.

DESCRIPTION OF BUSINESS

CORPORATE HISTORY

We were incorporated on October 7, 1996 in the State of Indiana under the corporate name "MAS Acquisition VII Corp." Prior to August 11, 1999, we were a blank check company seeking a business combination with unidentified business. On August 11, 1999, we acquired 100% of the outstanding capital stock of Dimgroup, Inc., a corporation which was formed in Nevada on April 23, 1999. In February 2000 we changed our corporate name to "Dimgroup.com Inc." On April 5, 2001, we changed our corporate name to Datastand Technologies, Inc. On February 1, 2007, we changed our corporate name to Metabolic Research, Inc. On April 27, 2007, the company incorporated in Nevada, filed its articles of merger and redomiciled to Nevada.

We have experienced significant losses for the period from inception to December 31, 2008 aggregating $3,037,620. In 2008, the company started significant revenue producing operations.

Our ability to continue as a going concern is contingent upon our ability to broaden our product line and increase sales according to our business plan and to attain profitable operations and secure supplemental financing. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.

OUR ACTIVITIES

Until January 12, 2007, we were focused on developing and marketing a database containing fundamental corporate data on companies quoted on the OTCBB for the purpose of selling licenses to the database's content to customers in a variety of formats. However, the Board has resolved to change the focus of our Company's business to the development of business opportunities within the health care industry. We are now focused on developing new technologies and other business opportunities in the life sciences and health care fields.

On January 12, 2007, we entered into a License Agreement with David P. Summers and T. W. Owen, the inventors and owners of certain technologies covered by the following provisional patent applications filed with the United States Patent and Trademark Office: (i) "Composition and Method of Producing Endogenous Therapeutic Anti-Inflammatory Eiconasids and their Metabolites by Exogenous or Oral Means," by David P. Summers and T. W. Owen, (USPTO Serial Number 60/570,649); and (ii) "Method and Process for Producing Anti-inflammatory Products from Fungi," by David P. Summers and T. W. Owen. This license agreement grants us an exclusive, irrevocable, perpetual license in North America and Mexico to develop products based on the technologies described in the patent application. We intend to use the licensed technologies for the purpose of developing anti-inflammatory and analgesic products for the treatment of arthritis and other inflammatory diseases. In consideration for the license, we issued one million shares of our common stock to Dr. Summers and one million shares of our common stock to T. W. Owen. We may terminate the license agreement for any reason or no reason, upon at least ninety days prior written notice. In the event either party commits a breach of its obligations under the license agreement and fails to cure that breach within sixty days after receiving written notice thereof, the other party may terminate the agreement immediately upon written notice to the other party.

On March 14, 2007, we entered into a second license with David P. Summers and T. W. Owen to exploit the technology described above in certain European markets. The terms of such license are identical to those of the first license agreement we entered into with such persons on January, 12, 2007, except for the territory. In consideration for the license, we issued an additional one million shares of our common stock to Dr. Summers and an additional one million shares of our common stock to Ms. Owen. We may terminate the license agreement for any reason or no reason, upon at least ninety days prior written notice. In the event either party commits a breach of its obligations under the license agreement and fails to cure that breach within sixty days after receiving written notice thereof, the other party may terminate the agreement immediately upon written notice to the other party.

ITEM 1.

DESCRIPTION OF BUSINESS - continued

On February 23, 2007, we entered into a Strategic Alliance Agreement with Partners In Science Holdings, Inc. under which each of the parties were to fully cooperate with the other in inserting the other party's products into its marketing and distribution channels. Each party also agreed to extend to the other party its usual factory discount allowances for sales, including such rights and residuals as customary. The term of the agreement was for a period of three years, commencing on February 23, 2007, but ended in December 2008 when Partners in Science Holdings, Inc. ceased to exist.

On May 16, 2007, in accordance with the Asset Acquisition Agreement with Partners in Science Holdings, Inc. the company acquired a variety of intellectual properties with the issuance of 26,231,000 shares of our common Stock. A significant feature of the acquired assets was the formulations for the “Fitness Formula for Men” and the “Fitness Formula for Women” that became the company’s flagship product line.

On May 18, 2007, in accordance with an Acquisition Agreement we acquired IDZIN, Inc with the issuance of 10,690,000 shares of its convertible preferred stock. The subject stock has since become eligible for conversion to common shares. This acquisition provided us with the software and market structure for an internet driven affiliate marketing framework together with all the requisite vendor relationships to support marketing and logistics function and data management.

In order to reduce or eliminate our dependence on imported resources, we are our production vendors are currently domestically based, producing our key components per our proprietary methods. In the instance of our key components we have established primary, secondary and tertiary vendors to assure product supply.

We are currently distribute through organizations that have existing distribution channels into the nutraceutical wholesale/retail stream who sell product lines that would not be construed as being competitive with our products.

We are developing a comprehensive use of funds plan and terms and conditions for a private placement for additional funds. Such plans at preliminary stages, and we have not identified potential sources nor entered into a definitive agreement in connection with such funding. There is no assurance that we will obtain such funding or any other funding.

All of our current and proposed nutraceutical products are be comprised of components that are deemed by the Food and Drug Administration to be "GRAS" that is "Generally Recognized As Safe" and as such can be marketed as a nutritional supplement with the principal requirements being the listing of ingredients on the label and adequate testing documentation as to the effects of each component or the aggregate product. The company has taken steps to comply with recently implemented Federal Trade Commission regulations concerning testimonials in the sale of goods. There are no other regulations that would place limitations on our products or operations.

We initiated starting marketing our fitness formula under the Stemulite “brand” name in late 2007. We entered into a marketing distribution agreement with True Healthy Products in February 2008. On December 1, 2008, we entered into an agreement to sell Stemulite Fitness Formula for Men and for Women to General Nutrition Distribution, LP for sale in its outlets. General Nutrition Distribution, LP is the logistic distribution arm of General Nutrition Centers.

On May 1, 2009 we initiated an in-house direct internet marketing efforts that ultimately became our single largest source of revenue.

EMPLOYEES

We have four full-time employees. We are able to maintain a small staff by relying on outsourcing many functions on an as needed basis and do not plan to recruit additional personnel until we have obtained additional funding.

ITEM 2.

DESCRIPTION OF PROPERTIES

In 2009 the Company maintained leased office space at 6320 McLeod Drive., Suite 7, Las Vegas, Nevada 89120 and at 5603 Interbay Blvd, Tampa, Florida 33611.

ITEM 3.

LEGAL PROCEEDINGS

On November 20, 2008, the Lawsuit was commenced by Mr. Summers alleging that defendants MTBR, T. W. Owen, Robert Bakker and K. C. Quintana (collectively the "Parties") wrongfully removed him as an officer and director of MTBR, amongst other claims. Defendants MTBR, Ms. Owen, Mr. Bakker and Mr. Quintana counterclaimed against Mr. Summers alleging, amongst other claims, breach of fiduciary duty by Mr. Summers.

The Parties entered into the 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 MTBR and his employment agreement was terminated.

On November 19, 2009, the Company filed a lawsuit in the District Court of Clark County, State of Nevada against Scott J. Ferrell, Michael Campos, Thomas Hess, and Sara Jordan, all of California, for extortion and racketeering.

In late October 2009 defendant Ferrell acting in behalf of Campos, Hess, and Jordan demanded in writing and without warning that the Company agree to an un-provided /unseen stipulation indicating that its Stemulite Fitness Formula product was fraudulent and demanding that the Company make a 100% refund / disgorgement within 30 days or defendant Ferrell would file a complaint under the California Consumers Legal Remedies Act alleging fraud in the advertising and sale of the Company’s Stemulite Fitness Formula. Defendant Ferrell made the same demands of GNC, the Company’s national distributor.

Both cases continued as of December 31, 2010.

ITEM 4.

REMOVED AND RESERVED

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On August 18, 2009 pursuant to a published proxy statement the company’s annual meeting was held. The only matter submitted to a vote of security holders was the election of Directors. Robert Bakker, Tia Owen, and KC Quintana were elected to serve until their replacements are duly elected.

Market Information. Our common stock has been quoted through the “Pink Sheets”. Until February 15, 2007 it was quoted under the symbol "DSTT.OB," and since such date it has been quoted under the symbol "MTBR" The following chart sets forth the high and low sales prices for our common stock during the indicated periods.

FISCAL QUARTER ENDED	LOW		HIGH


March 31, 2008	$	0.06	$	0.20

June 30, 2008	$	0.06	$	0.45

September 30, 2008	$	0.04	$	0.15

December 31, 2008	$	0.03	$	0.08

March 31, 2009	$	0.025	$	0.05

June 30, 2009	$	0.025	$	0.06

September 30, 2009	$	0.023	$	0.045

December 31, 2009	$	0.04	$	0.09

The foregoing prices represent prices between dealers and do not include retail mark up, mark down, or commission and may not necessarily represent actual transactions.

Record Holders. As of December 31, 2009, the Common Stock was held of record by approximately 246 persons and entities, including significant amounts of stock held in "street name".

Dividends. We have not and do not intend to pay dividends on our capital stock in the foreseeable future.

Purchase of Our Equity Securities. Neither we nor our any of our affiliates purchased shares of our common stock during the fiscal quarter ended December 31, 2009.

Sales of Our Unregistered Securities Not Previously Disclosed. None.

ITEM 6.

SELECTED FINANCIAL DATA

None

ITEM 7.

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

In addition to historical information, the following discussion and analysis of management contains forward-looking statements. These forward-looking statements involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to, those discussed below. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except to the extent we are required to do so under the federal securities law or other applicable law.

GENERAL

Until January 12, 2007, we were focused on developing and marketing a database containing fundamental corporate data on companies quoted on the OTCBB for the purpose of selling licenses to the database's content to customers in a variety of formats. However, In January 2007 the Board resolved to change the focus of our Company's business to the development of business opportunities within the health care industry. We are now focused new technologies and other business opportunities in the life sciences and health care fields.

The company has established the “brand” name of Stemulite for its line of nutritional supplements.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS - continued

RESULTS OF OPERATIONS

Revenue for the year ended December 31, 2009 was $4,796,336.02 compared to $2,783,010 for 2008. Revenue in 2008 and 2009 was generated by the Company's new health care products from wholesale markets, who subsequently retailed our products.

Operating expenses for the year ended December 31, 2009 were $3,620,008.91compared to $2,857,223 for 2008. Our 2008 operating expenses were mainly attributable to consulting and marketing costs necessary to pursue our business plan and bring the Company's products to market. Our 2009 operating expenses were mainly attributable to operating costs in producing and distributing our product line. Our operating costs may continue to increase as we upgrade our technology and continue to expand our marketing channels. We expect operating losses to continue in the near future.

Net operating loss for the year ended December 31, 2009 was $186,204 compared to $710,563 for 2008.

FUTURE OUTLOOK

We believe that by simultaneously focusing on cost containment and overhead reduction while enhancing revenue with the addition of new products to maximize our market distribution channels. At the same time we are developing new and innovative means of marketing and distribution. We feel that this approach is strong enough to overcome the deficits of the past.

LIQUIDITY AND CAPITAL RESOURCES

Management believes that cash expected to be generated from operations and current cash reserves will not be sufficient to meet our capital expenditures and working capital needs. Our future liquidity and cash requirements will depend on a wide range of factors, including the level of business in existing operations, expansion of facilities and possible acquisitions. In particular, if cash flows from operations are not sufficient, we may have to sell our equity or debt securities or seek additional financing through other means. We cannot assure you that such raising of capital or seeking of additional financing will be available in amounts and on terms acceptable to us.

GOING CONCERN

We have experienced significant losses up to the period ending December 31, 2009 aggregating ($694,648). We began significant revenue producing operations during 12/31/08.

Our ability to continue as a going concern is contingent upon our ability to implement our business plan and to attain profitable operations and secure financing. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.

We are pursuing equity financing for our operations. Failure to secure such financing or to raise additional capital or borrow additional funds may result in our depleting available funds and not being able pay our obligations.

The company’s direct internet sales accounted for a majority of the revenues in 2009, second to the addition of GNC as a national distributor.. Several customers accounted for the revenues in 2008.

Income Taxes - The Company follows Statement of Financial Accounting Standards No. 109 - Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences 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.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS - continued

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments - The Company considers its financial instruments, which are carried at cost, to approximate fair value due to their near-term maturities.

ITEM 8.

FINANCIAL STATEMENTS

CONTENTS

	Page

Independent Auditor's Report	F - 1

Consolidated Balance Sheet as of December 31, 2009 and 2008	F - 2

Consolidated Statements Of Operations for the years ended December 31, 2009 and 2008	F - 3

Consolidated Statement Of Changes In Stockholders' Equity (Deficit) December 31, 2009 and 2008	F - 4

Consolidated Statements Of Cash Flows for the years ended December 31, 2009 and 2008	F - 5

Notes to Financial Statements	F - 6

Hamilton PC

2121 S. Oneida St., Suite 312

Denver, CO 80224

P: (303) 548-8072

F: (888) 466-4216

cpaeah@msn.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Metabolic Research, Inc.

We have audited the accompanying balance sheets of Metabolic Research, Inc., as of December 31, 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financials statements of Metabolic Research, Inc. as of December 31, 2008, were audited by other auditors whose report dated April 14, 2009, expressed an unqualified opinion with a going concern.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Metabolic Research, Inc. and subsidiaries as of December 31, 2009, and the result of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Metabolic Research, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Metabolic Research, Inc. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Hamilton, PC

/s/ Hamilton, PC

Denver, Colorado

October 7, 2010

F-1

METABOLIC RESEARCH, INC.
CONSOLIDATED BALANCE SHEET
as of December 31, 2009 and 2008


	December 31,		December 31,
	2009		2008

ASSETS:
Current Assets
Cash in Bank	$	239	$	5,168
Petty Cash Fund		4		1,000
Accounts Receivable		243,553		57,928
Inventory		176,729		229,964
Deposits		4,807		2,450
Prepaid Consulting		-		803,493
Prepaid Financing Fees		-		21,693

Total Current Assets		425,332		1,121,696

Other Assets
Fixed Assets (net of depreciation)		6,774		8,745
License		1,560,000		1,560,000
Investments		10,690		10,690
Patents Assignments		6,546,950		10,255,152

Total Other Assets		8,124,414		11,834,587

Total Assets	$	8,549,746	$	12,956,283


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities
Accounts Payable	$	410,484	$	79,231
Bank Over Draft		21,761		-
Payroll Tax Liability		63,425		23,353
Credit Cards		9,761		16,440
Royalties Payable		208,975		164,656
Advances from Related Parties		103,000		9,692
Due Directors		24,504		85,326
Derivative Liability				68,358

Total Current Liabilities		841,910		447,056


Stockholders' Equity
Preferred stock - $0.001 par value, 50,000,000 shares
authorized: 9,815 issued and outstanding		9,815		10,690
Common stock - $0.001 par value, 200,000,000 shares
authorized: 49,346,509 and 59,495,008 shares issued
and outstanding on 12/31/08 and 12/31/09, respectively		59,495		49,345
Additional paid in capital		14,223,650		14,911,963
Retained (Deficit)		(6,585,124)		(2,462,771)

Total Stockholders' Equity		7,707,836		12,509,227

Total Liabilities And Stockholders' Equity	$	8,549,746	$	12,956,283

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

F-2

METABOLIC RESEARCH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 2009 and 2008

	December 31,		December 31,
	2009		2008

Revenues	$	4,796,336	$	2,783,010
Cost of Sales		1,314,939		636,350

Net Revenues		3,481,397		2,146,660

Operating Expenses:
Consulting Expenses		921,368		816,304
Advertising Expense		1,574,636		587,393
Board of Directors Expense		48,000		182,000
Depreciation		1,971		1,063
General and Administrative		1,630,070		1,270,463

Total Operating Expenses		4,176,045		2,857,223

Net Operating Loss	$	(694,648)	$	(710,563)

Other Expenses:
Interest Expense		1,333		10,216

Total Other Expenses		1,333		10,216

Net Loss Before Income Taxes	$	(695,981)	$	(720,779)

Income Tax Expense		-		-

Net Loss before Other Comprehensive Income	$	(695,981)	$	(720,779)

Other Comprehensive Income:
Decrease in value of Patents & Trademarks		(3,708,202)		-
Derivative gain		281,830		463,225

Net (loss)	$	(4,122,353)	$	(257,554)

Net (loss) before Other Compreshensive Income per common share	$	(0.0121)	$	(0.0151)

Net (loss) per common share	$	(0.0718)	$	(0.0054)

Weighted average Number of Common Shares Outstanding		57,413,200		47,656,238

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

F-3

METABOLIC RESEARCH, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the period ended December 31, 2009

			PAR
			VALUE							TOTAL
	NUMBER OF		OF		ADDITIONAL				RETAINED	STOCKHOLDERS'
	COMMON		COMMON		PAID-IN		Preferred		EARNINGS	EQUITY
	SHARES		SHARES		CAPITAL		Stock		(DEFICIT)	(DEFICIT)


Balance as of December 31, 2007		41,453,425		41,453		13,925,181		10,690	(2,205,217)		11,772,107

On September 30,2008 the company issued stock for cancellation of a note payable		432,800		433		42,775					43,208

On September 30,2008 the company issued stock for cancellation a note payable		387,783		387		77,169					77,556

Various periods in 2008 the company issued stock for services		7,185,000		7,185		876,850					884,035

Adjustment to common stock account to reconcile with shareholder list		(112,499)		(113)		(10,012)					(10,125)

Net (Loss) for year ended December 31, 2008									(257,554)		(257,554)

Balance as of December 31, 2008		49,346,509		49,345		14,911,963		10,690	(2,462,771)		12,509,227

Adjustment to Preferred Stock								(875)			(875)

Adjustment to Common Stock for 2008 correction in stock shares & value		575,499		576		-736,890					(736,314)

Various periods in 2009 the company issued stock for services		9,573,000		9,574		48,577					58,151

Net (loss) for year ended December 31, 2009									(4,122,353)		(4,122,353)


Balance as of December 31, 2009		59,495,008		59,495		14,223,650		9,815	(6,585,124)		7,707,836


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

F-4

METABOLIC RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 2009 and 2008

	December 31,		December 31,
	2009		2008

Cash Flows from Operating Activities:
Net (Loss)	$	(4,122,353)	$	(257,554)

Adjustments to Reconcile Net Income (Loss):
(Increase)/Decrease in Accounts Receivable		(185,625)		57,928
(Increase)/Decrease in Other Current Assets		22,689		920,593
(Increase)/Decrease in Other Assets		-		(102,922)
(Increase)/Decrease in Inventory		53,235		-
(Increase)/Decrease in Deposits		(2,357)		-
Increase/(Decrease) in Accounts Payable		331,253		(29,765)
Increase/(Decrease) in Other Liabilities		110,198		(214,079)
Transactions not requiring cash:
Interest paid with stock		-		10,216
Services received for stock		337,927		-
Decrease in value of Patents & Trademarks		3,708,202		-
Derivative gain		(281,830)		(463,225)
Depreciation		1,971		1,063
Net cash (used in) operating activities	$	(26,690)	$	(77,745)

Cash flows from investing activities:
Acquisition of property and equipment		-		9,809
Net cash provided by investing activities	$	-	$	9,809

Cash flows from financing activities:
Proceeds from loans payable		-		50,000
Bank over draft		21,761		-
Repayment of loans payable		-		10,000
Proceeds from loans payable-officers		-		50,000
Repayment of loans payable-officers		-		(50,000)
Net cash provided by financing activities	$	21,761	$	60,000

Net (decrease) in cash and equivalents		(4,929)		(7,936)
Cash and equivalents at beginning of period		5,168		13,104

Cash and equivalents at end of period	$	239	$	5,168

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

F-5

METABOLIC RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Organization

The Company was incorporated under the laws of the State of Nevada on April 23, 1999 as Dimgroup Inc. and is in the development stage. During 2001, the Company changed its name to Datastand Technologies, Inc.

Until January 12, 2007, the Company focused on developing and marketing a database containing fundamental corporate data on companies quoted on the OTCBB for the purpose of selling licenses to the database's content to customers in a variety of formats. However, the Board has recently resolved to change the focus of our Company's business to the development of business opportunities within the health care industry. The Company is now focused on investigating new technologies and other business opportunities in the life sciences and health care fields.

During August 1999, the Company completed a reorganization with MAS Acquisition Corp. VII (MAS) an Indiana corporation, whose assets consisted of intangibles of $39. In conjunction therewith, MAS issued 5,111,880 shares of its restricted common stock for all of the issued and outstanding common shares of the Company. This reorganization will be accounted for as though it were a recapitalization of the Company and issuance by the Company of 567,912 shares of common stock in exchange for the net assets of MAS.

On February 1, 2007, the Company changed the corporate name to Metabolic Research, Inc. On April 27, 2007, the company incorporated in Nevada, filed its articles of merger and redomiciled to Nevada.

Basis of Presentation

Going Concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $6,585,124 accumulated at December 31, 2009. The ability of the Company to continue as a going concern is dependent upon developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

F-6

METABOLIC RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

The Company's revenues are predominately from its own internet direct sales followed closely by wholesalers. The company’s direct sales accounted for more than 60% of total sales. The Company's accounts receivable are collected from its wholesalers on an average of 30 days. The inclusion of an allowance for doubtful accounts was deemed unnecessary.

Property and Equipment

Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives:

Furniture and office equipment 5 years

Advertising Costs

The Company expenses all costs of advertising as incurred. Advertising costs were incurred during the periods presented.

Patent Assignments

Patent assignments result from the issue of stock for patent assignments during 2007. The transactions were valued at the trading value of $10,255,152 on the date of issue. The Company’s patent assignments were tested for impairment in 2009 under provisions of FASB 157, and accordingly the company recognized a write-down of its patent asset in the amount of $3,708,202. The patents cover the products developed by the company and have been determined by management at present to be intangible assets not subject to amortization.

Web Development Costs

The web site will be comprised chiefly of advertising, with very little recoverable value and is unauditable. In connection with the development of its products, the Company incurs external costs for hardware, software, and consulting services, and internal costs for payroll and related expenses of its technology employees directly involved in the development. All hardware costs are capitalized. Purchased software costs are capitalized in accordance with Statement of Position 98-1 Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. All other costs have been reviewed for determination of whether capitalization or expense classification is appropriate.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2009. The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values. These financial instruments include cash, bank over draft, accounts payable and accrued expenses. Fair values approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

F-7

METABOLIC RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Impairment of Long Lived Assets

Long lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is deemed impaired.

Comprehensive Income

The Company follows Statement of Financial Accounting Standards ("SFAS") 133, "Reporting Comprehensive Income". SFAS 133 establishes standards for reporting and display of comprehensive income and its components in the financial statements. The Company issued restricted stock to individuals in exchange for services to the Company in the years 2007, 2008, and 2009. The Company estimates the value of the restricted stock and recognizes the cost over the vesting periods. The Company used accepted practices in estimating the value of the restricted stock. The Company factored in both the probability that the service provider would forfeit their rights to the stock and the illiquidity of the shares, and discounted the observed market price. Any gain and losses resulting from the calculation are reported within other comprehensive income as required by SFAS 133. The company is obligated to issue an additional 17,880,000 shares of its common stock (restricted) over the next three years per the consulting contracts issued in 2007, 2008, and 2009.

The company patent assignments were tested for impairment during the year under provisions of FASB 157. The company recognized a write-down of its patent asset in the amount of $3,708,202.

Segment Reporting

The Company follows SFAS 131, "Disclosures About Segments of an Enterprise and Related Information." The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Net (Loss) Per Common Share

The Company calculates net income (loss) per share as required by SFAS 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods presented common stock equivalents were not considered as their effect would be anti dilutive.

Recent Pronouncements

In February 2006, the FASB issued FASB Statement No. 155, which is an amendment of FASB Statements No. 133 and 140. This Statement; a) permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, b) clarifies which interest-only strip and principal-only strip are not subject to the requirements of Statement 133, c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements once adopted.

F-8

METABOLIC RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

In March 2006, the FASB issued FASB Statement No. 156, which amends FASB Statement No. 140. This Statement establishes, among other things, the accounting for all separately recognized servicing assets and servicing liabilities. This Statement amends Statement 140 to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. This Statement permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under this Statement, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because this Statement permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements once adopted.

FASB 157 - Fair Value Measurements

In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application is permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. Management believes this Statement will have no impact on our financial statements once adopted.

NOTE 3.

PROPERTY AND EQUIPMENT

	Cost		Depreciation
Office Furniture and Equipment	$	3,304		1,027
Communications Equipment	$	6,507		2,010

NOTE 4.

ADVANCES PAYABLE - RELATED PARTY

The balance represents short-term advances to the Company from a major stockholder, officer and director. The advances are non-interest bearing and are due on demand.

NOTE 5.

STOCKHOLDERS' (DEFICIT)

During November 2004 the Company effected a one for three reverse stock split and during February 2000 the Company affected a two for one forward stock split. All share and per share amounts have been restated to give effect to these splits.

At inception the Company issued 5,111,880 shares of its $.001 par value stock to officers and directors for cash aggregating $100.

The Company issued stock for services agreements at various dates in 2008 and 2009.

F-9

METABOLIC RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

NOTE 6.

INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company currently has net operating loss carryforwards aggregating approximately $3,733,601, which expire at various dates through 2028. The deferred tax asset related to this carryforward has been fully reserved.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at
the federal statutory rate	34	%
Effect of operating losses	(34)	%

	0	%

NOTE 7.

LONG TERM COMMITTMENTS

The company rented the office warehouse space starting in July 2008. The term is for three years ending, June, 2011. Rent is $2,357 per month.*

	2009		2010		2011
Rent		-0-		29,790		15,258

* Subsequently the lease was breached by the landlord whereupon the premises were vacated.

NOTE 8.

SUBSEQUENT EVENTS

On April 22, 2010, Metabolic Research, Inc. entered into an Agreement and Mutual Release of All Claims with Tia Owen who resigned as an officer, Director, and an employee.

In July of 2010, the company introduced “Tsunami Strike” as the first of three products developed to expand our product offerings. It is a multi-featured nutritional supplement principally designed to generate nitric oxide energy in support of fitness exercise programs.

In July of 2010, the company consolidated both the Nevada and Florida facilities into 2000 square feet of office and warehouse space located at 2602 E 7th Ave, Tampa, Florida 33605. It is estimated that this move will save approximately $36,000 annually in rent and approximately $46,000 annually in travel, accommodations, and meals.

The new premises are on a two year lease starting July 1, 2010 at the monthly rate of $2,200 per month inclusive of utilities with a three percent escalator for the second year. The company sublets the warehouse portion to Stemfit, Inc. for $1,000 per month, thereby reducing the company’s cost to $1,200 per month.

On September 14th 2010, KC Quintana Resigned from the Board of Directors for personal reasons. MTBR will replace vacant Board position on October 2010.

F-10

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), as of December 31, 2009. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective and inadequately designed to ensure 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 and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.

Management assessed the effectiveness of the Company's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rule 13a-15(f) and 15d-15(f) as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on management's assessment the Company believes that, as of December 31, 2009, the Company's internal control over financial reporting was not effective based on those criteria.

This annual report does not include an audit report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS

Having assessed that internal control over financial reporting was not effective based on the relevant criteria Management engaged Swarts and Swarts Certified Public Accountants to evaluate relevant historical information and to design and oversee implementation of an accounting system that embodies effective internal controls over financial reporting.

ITEM 9B.

OTHER INFORMATION

None

PART III

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers and directors are:

NAME	AGE		POSITION(S)

Robert Bakker		56	Chief Executive Officer.
T. W. Owen*		62	Chief Financial Officer
KC Quintana		43	Director

Robert Bakker has previously served as MTBR's Vice President of National Sales since April 1, 2008. Prior to joining MTBR, Mr. Bakker was the Director of Retail Sales at Theochem Laboratories Inc. from April 15, 2007 to March 31, 2008, and was a Sales Manager at Jarden Home Brands Corporation from March 16, 2002 to December 31, 2006. Prior to his position at Jarden Home Brands Corporation, Mr. Bakker held various sales managerial positions, primarily with food wholesale and grocery companies.

T. W. Owen has been our Chief Financial Officer since May 17, 2007. Ms. Owen has over 38 years of experience in marketing and financial administration, due diligence, business merger and acquisition analysis, and equipment and collateral appraisals.

KC Quintana is the founder and Chief Executive Officer of myPRINTteam. Mr. Quintana oversaw the strategic development and company initiatives for myPRINTteam. His entrepreneurial spirit has driven him to succeed in multiple industries including printing, investments, startup ventures, and restaurants. Mr. Quintana's primary drive to create myPRINTteam was to have a single online entity through which high-quality and low-cost printing services were made available to all consumers. Prior to myPRINTteam, Mr.Quintana was Senior Vice President Private Client Group of Smith Barney. Mr. Quintana holds a BS from the Florida Institute of Technology

All of our directors hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Our Board of Directors has established an audit committee and does have an audit committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than ten percent of our common stock to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to us. We believe, based solely on our review of the copies of such forms and other written representations to us, that during the fiscal year ended December 31, 2007, all reporting persons complied with all applicable Section 16(a) filing requirements.

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - continued

We have not adopted a formal Code of Ethics.

In a subsequent event, on April 22, 2010, Metabolic Research, Inc. entered into an Agreement and Mutual Release of All Claims with Tia Owen who resigned as an officer, Director, and an employee.

ITEM 11.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

Robert Bakker received $114,000 including three months as vice president of national sales and nine months as President and Chief Executive Officer.

Ms. Owen received $112,000* serving as Secretary, Treasurer and Chief Operating Officer.

*includes $24,000 in Directors fees in the first quarter of 2009.

OUTSTANDING EQUITY AWARDS

As of December 31, 2007, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards.

COMPENSATION OF DIRECTORS

The company does not currently compensate its Directors.

David Summers and Ms. Owen each received $8,000 per month for director's services for the first three months of 2009.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of December 31, 2009 the number of shares of our common stock beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

As of April 04, 2009, we had outstanding 49,346,509 shares of our common stock

NAME OF BENEFICIAL OWNER	AMOUNT OF BENEFICIAL			PERCENT
OF MORE THAN 5%	OWNERSHIP			OF CLASS

David P. Summers		4,370,889			6.24	%
T.W. Owen		8,190,000			11.70	%
Cede & Co.		14,376,924			24.30	%
K. C. Quintana		11,252,000	(1)		16.08	%
Robert Bakker		2,848,080			4.00	%

(1) Includes 3,100,000 shares of Common Stock and 8,152,000 shares of Preferred Stock.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 18, 2007, the Company acquired IDZIN, Inc., an internet based marketing company. K. C. Quintana was the majority shareholder of IDZIN, Inc. IDZIN software, systems, and relationships were responsible for 100% of all 2008 revenue as well as the majority of 2009 revenue. In consideration for the acquisition, the Company issued Ten Million Six Hundred Ninety Thousand (10,690,000) shares of Common Stock to the shareholders of IDZIN, Inc.

On August 1, 2007, the Company entered into a contract with Stemfit, Inc. to supply warehouse and fulfillment services to the Company on a piece-rate basis. K. C. Quintana is the sole owner of Stemfit, Inc.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - continued

On March 26, 2009, the Company entered into an employment agreement with Robert Bakker, under which Mr. Bakker serves as our Chief Executive Officer. The agreement may be terminated by Mr. Bakker or the Company upon failure to cure a breach of contract within 30 days of written notice to the other party. Under the employment agreement, Mr. Bakker receives a $120,000 annual salary and an annual award of 1,200,000 shares of Common Stock.

DIRECTOR INDEPENDENCE

None of our directors is "independent", as that term is defined by the rules of any national securities exchange or NASDAQ.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our board of directors reviews and approves audit and permissible non-audit services performed by our independent accountants, as well as the fees charged for such services.

In its review of non-audit service fees and its appointment of Hamilton PC Auditing Services, Inc., as our independent accountants, the board of directors considered whether the provision of such services is compatible with maintaining independence. All of the services provided and fees charged by Hamilton PC Auditing Services, Inc. in 2009-10 were approved by the board of directors.

AUDIT FEES

The aggregate fees billed by for professional services for the audit of our annual financial statements and the reviews of the financial statements included in our quarterly reports on Form 10-Q for 2009 $14,325, respectively, net of expenses.

AUDIT-RELATED FEES

There were no other fees billed by Hamilton PC Auditing Services, Inc. during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and not reported under "Audit Fees" above.

TAX FEES

There was were no fees billed during the last two fiscal years for professional services rendered for tax compliance.

ALL OTHER FEES

There were no other fees billed by Hamilton PC Auditing Services, Inc.

ITEM 15.

EXHIBITS

	3.1	Articles of Incorporation, incorporated herein by reference from the Registrant's Registration Statement on Form 10-SB/A filed on August 3, 1999.

	3.2	Articles of Merger, incorporated herein by reference to our Current Report on Form 8-K/A filed on November 8, 1999

	3.3	Amendment to Articles of Incorporation, incorporated herein by reference from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on April 5, 2001.

	3.4	Amendment to Articles of Incorporation, incorporated herein by reference from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on February 2, 2007.

	3.5	By-Laws, incorporated herein by reference from the Registrant's Registration Statement on Form 10-SB/A filed on August 3, 1999.

	10.1	License Agreement, dated January 12, 2007, among the Registrant, Dr. David P. Summers and T. W. Owen, incorporated by reference herein from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on January 16, 2007.

	10.2	Strategic Alliance Agreement, dated February 23, 2007, between the Registrant and Partners In Science Holdings, Inc., incorporated herein by reference from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on February 23, 2007.

	10.3	License Agreement, dated March 9, 2007, among the Registrant, Dr. David P. Summers and T. W. Owen, incorporated by reference herein from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on March 15, 2007.

	10.4	Employment Agreement, dated February 26, 2007, between the Registrant and David P. Summers, incorporated by reference herein from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on March 15, 2007.

	10.5	Employment Agreement, dated February 26, 2007, between the Registrant and David Brown, incorporated by reference herein from the Registrant's Current Report on Form 8-K, filed with Securities and Exchange Commission on March 15, 2007.

	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act.

	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act.

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 USC 1350).

SIGNATURES

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

	Metabolic Research, Inc.

Date: October 11, 2010	By:	/s/ Robert Bakker
		Robert Bakker
		President
		Chief Executive Officer


Date: October 11, 2010	By:	/s/ Robert Bakker
		Robert Bakker
		Treasurer
		Chief Financial Officer

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