UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2009~~2010

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

For the transition period from ________ to _________

Commission file number 000-25879

Metabolic Research, Inc.

(Exact name of registrant as specified in its charter)

Nevada	3520-~~2065469~~8050263
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification Number)

~~6320~~2602 ~~McLeod~~E ~~Drive,~~7th ~~Suite~~Ave 7Tampa, ~~Las~~Florida ~~Vegas,~~33605 ~~Nevada 89120~~

(Address of principal executive offices)

Registrant's telephone number, including area code: (~~702~~813) ~~263~~990-~~7070~~8202

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o

Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of ~~September~~March 3031, ~~2009~~2010, the Registrant has outstanding 55,~~865~~920,509 shares of Common Stock.

INDEX
		Page No.
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheet as of September 30, 2009 (unaudited) and December 31, 2008	3
	Condensed Consolidated Balance Sheet at March 31, 2010 and December 31, 2009 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2009 and 2008	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009	4
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	5
	Notes to Unaudited Financial Statements	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	108
ITEM 4(T).	CONTROLS AND PROCEDURES	108
PART II.	OTHER INFORMATION	108
ITEM 1.	LEGAL PROCEEDINGS	108
ITEM 1A.	RISK FACTORS	108
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	119
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	119
ITEM 4.	SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS	119
ITEM 5.	OTHER INFORMATION	119
ITEM 6.	EXHIBITS	119
SIGNATURES		129

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

METABOLIC RESEARCH, INC
CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2009 and December 31, 2008
As of March 31, 2010 and December 31, 2009
	September 30,			December 31,
	March 31,			December 31,
ASSETS:	~~2009~~2010			~~2008~~2009
Current Assets
Cash and Cash Equivalent	$	8482,~~686~~436		$	646,~~186~~351
Accounts Receivable	$	~~441~~95,~~715~~948		$	57187,~~928~~306
Inventory	$	~~129~~176,~~136~~728		$	~~229~~251,~~964~~449
Deposits	$	4,807		$	2,450
Prepaid Consulting	$	~~443,898~~		$	803,493
Prepaid Financing	$	0		$	21,~~693~~211
Total Current Assets	$	1359,~~104,242~~919		$	1,~~121~~312,~~696~~260
Other Assets
Investments in IDZIN, Inc.	$	10,690		$	10,690
Furniture & Equipment	$	21,~~442~~950		$	82,~~745~~778
Communication Equipment	$	4,824		$	05,475
Patents and Trademarks	$	106,~~255~~546,~~152~~950		$	10,255,152
License	$	1,560,000		$	1,560,000
Total Other Assets	$	118,~~833~~124,~~108~~414		$	11,834,587
Total Assets	$	128,~~937~~484,~~350~~333		$	1213,~~956~~146,~~283~~355
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	~~364~~501,~~779~~943		$	79164,231
Credit Cards	$	118,~~531~~336		$	1613,~~440~~112
Royalties Payable	$	~~378~~195,~~185~~179		$	~~164~~238,~~656~~880
Advances from Related Parties	$	~~9,692~~		$	9,692
Note - Debenture	$	0-		$	0-
Payroll Tax Liability	$	1961,~~586~~201		$	2342,~~353~~312
Due Directors	$	~~43,404~~		$	85,326
Notes Payable	$	0115,000		$	0-
Derivative Liability	$	~~(36,056~~	)	$	6835,~~358~~371
Total Current Liabilities	$	~~791~~881,~~121~~659		$	~~447~~588,~~056~~924
Stockholders' Equity
Preferred Stock - $0.001 par value, 50,000,000 shares
authorized: 9,815,000 issued and outstanding	$	9,815		$	109,~~690~~815
Common Stock - $0.001 par value, 200,000,000 shares
authorized: 56,346,092 shares issued and outstanding	$	52,495		$	49,345
authorized: 50,221,509 shares issued and outstanding		59,495			50,222
Additional paid in capital	$	14,~~997~~223,~~501~~650		$	14,911,963
Accumulated (deficit) during the development stage)	$	(26,~~913~~585,~~582~~124	)	$	(2,~~462~~414,~~771~~569	)
Total Stockholders' Equity	$	127,~~146~~589,~~229~~369		$	12,~~509~~557,~~227~~431
Total Liabilities and Stockholders' Equity	$	~~12,937,350~~8484333		$	1213,~~956~~146,~~283~~355

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

METABOLIC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and nine months ended as of September 30, 2009 and 2008
For the three months ended as of March 31, 2010 and 2009
	For the three months ended						~~For the nine months ended~~
	September 30,						September 30,
	March 31,
	2009			2008			2009			2008
	2010			2009
REVENUES:
Net Sales	$	2941,~~016,947~~012		$	1791,~~063,444~~410		$	~~3,769,315~~		$	~~2,087,223~~
Cost of Sales	$	~~355~~758,~~677~~452		$	~~343~~431,~~370~~847		$	~~1,376,735~~		$	~~691,500~~
Gross Profit	$	1182,~~661,270~~560		$	~~720~~359,~~074~~563		$	~~2,392,580~~		$	~~1,395,723~~
COSTS AND EXPENSES:
General and Administrative	$	~~792~~272,~~488~~380		$	~~286~~102,~~877~~963		$	~~1,617,151~~		$	~~690,483~~
Advertising Expense	$	768,323		$	185,093		$	836,382		$	330,762
Consulting Expense	$	30,000		$	128,837
Board of Directors Expense	$	0		$	48,000		$	0		$	124,000
Depreciation and Amortization	$	3,036			1,558
Consulting Expense	$	101,679		$	523,374		$	460,008		$	592,669
Total Costs and Expenses	$	303,938		$	233,358
Depreciation and Amortization	$	492		$	491		$	1,476		$	573
Operating Income (Loss)	$	(118,467)		$	126,205
Warehouse Expense	$	0		$	228,771		$	0		$	228,771
OTHER INCOME (EXPENSE):
Total Costs and Expenses	$	1,662,982		$	1,272,606		$	2,915,017		$	1,967,258
Interest Expense		-		$	-
Operating Income (Loss)	$	(1,712	)	$	(552,532	)	$	(522,437	)	$	(571,535	)
Income (Loss) before income taxes	$	(118,467)		$	126,205
OTHER INCOME (EXPENSE):
Provision for income taxes		-			-
Interest Expense	$	0		$	(4,853	)	$	482		$	(8,737	)
Net Income(Loss)	$	(118,467)		$	126,205
Income (Loss) before income taxes	$	(1,712	)	$	(557,385	)	$	(522,919	)	$	(580,272	)
Other comprehensive income:
Provision for income taxes	$	0		$	0		$	0		$	0
Derivative Items	$			$	32,987
Net Income(Loss)	$	(1,712	)	$	(557,385	)	$	(522,919	)	$	(580,272	)
						-
Other comprehensive income:
Net comprehensive Income (loss)	$	(118,467)		$	159,192
Derivative Items				$	0		$	68,358		$	31
Net Income (loss) per common share
Notes Receivable Write-Off	$	0		$	0		$	0		$	(111,667	)
Basic and Diluted	$	0.000		$	0.003
Net comprehensive Income (loss)	$	(1,712	)	$	(557,385	)	$	(454,561	)	$	(691,908	)
Weighted average shares outstanding
Net Income (loss) per common share
Basic and Diluted		50,221,509			49,638,176
Basic and Diluted	$	0.000		$	0.010		$	0.000		$	0.000
Weighted average shares outstanding
Basic and Diluted		53,402,731			47,092,814

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

METABOLIC RESEARCH, INC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the three months ended as of September 30, 2009 and 2008
for the three months ended as of March 31, 2010 and 2009
	For the three months ended
	September 30,
	March 31,
	2009			2008
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income or (Loss)	$	(1118,~~712~~467)	)	$	~~(557~~196,~~385~~292	)
Increase/(Decrease) in Accounts Receivable	$	~~243~~(147,~~137~~605	)	$	73(193,~~498~~521	)
Increase/(Decrease) in Prepaid Services	$	69,431		$	265,068
Increase/(Decrease) in Other Assets		(3,708,202	)	$
Increase/(Decrease) in Other Assets				$	(482	)
Increase/(Decrease) Depreciation Expense	$	(1478	)		1,558
Increase/(Decrease) in Credit Cards	$	818
Increase/(Decrease) in Inventory	$	(74,721	)		(21,485	)
Increase/(Decrease) Depreciation Expense	$	(495	)
(Increase)/Decrease in Accounts Payable	$	(416,943)		$	85,000
Increase/(Decrease) in Payroll Liability	$	(33,916	)
Increase/(Decrease) Due Directors	$	41,922
Increase/(Decrease) in Inventory				$	37,920
(Increase)/Decrease in Accounts Payable	$	(209,913	)	$	(69,557	)
Increase/(Decrease) in Royalties Payable	$	(106,445	)	$	(51,048	)
Transactions not requiring cash:
Amortization of prepaid consulting fees	$	~~(101~~90,~~679~~952	)		128,837
Accrued Interest				$	~~1,956~~
Prepaid Consulting	$			$	~~(902,618~~482	)
Increase/(Decrease) in Other Liabilities				$	4,853
Consulting Expense	$	(30,000	)		(58,750	)
Net cash (used in) operating activities	$	(98,852	)	$	(83,025	)
Increase/(Decrease) in Other Liabilities		363,021		$
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash (used in) operating activities	$	139,987		$	138,413
Acquisition of property and equipment
CASH FLOWS FROM INVESTING ACTIVITIES:	$	0		$	0
Net cash(used in)Investing Activities	$	0		$	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable				$
Bank overdraft
Repayment of loans payable				$	(10,000	)
Proceeds from loans payable-officers				$
Proceeds from loans payable-officers				$	20,000
Repayment of loans payable-officers						)
Repayment of loans payable-officers
Common stock issued for services
Additional paid in capital issued for services
Common stock issued for cash
Net cash provided by financing activities	$	0		$	~~10,000~~
Net increase in cash and equivalents	$	~~(98,852~~103.957	)	$	~~(73~~41,~~025~~165	)
Cash and equivalents at beginning of period	$	57(21,~~094~~521)		$	795,~~547~~186
Cash and equivalents at end of period	$	~~(41~~82,~~758~~436	)	$	646,~~522~~351

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

METABOLIC RESEARCH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2009~~2010

(~~Unaudited~~UNAUDITED)

GENERAL

Metabolic Research, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended ~~September~~March 3031, ~~2009.~~2010, ~~Since~~ since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the form 10-K for the twelve months ended December 31, ~~2008~~2009.

DEVELOPMENTAL STAGE COMPANY

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

EQUITY

~~The~~On ~~Company~~March ~~has~~5, ~~consulting~~2010 ~~contracts~~the ~~that~~company ~~required~~issues ~~issuance of $6~~50,~~124,583~~000 shares of common restricted stock atto ~~par~~David ~~value~~w. Pies and Douglas Pies in conjunction with a loan agreement.

On March 5, 2010 the company issues 5,000 shares of common restricted stock to John Glushko in conjunction with a loan agreement.

UNAUDITED INFORMATION

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

ITEM 2.

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

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

RESULTS OF OPERATIONS

Three Months Ended ~~September~~March 3031, ~~2009~~2010 and ~~September~~March 3031, ~~2008~~2009.

Revenues for the three months ended ~~September~~March 3031, ~~2009~~2010 were $~~2,016,947~~ ~~compared to $1~~941,~~063,444~~012 ~~for the same period of 2008. Net Loss for the three months ended September 30, 2009 was $1,712~~ compared to ~~a net loss of~~ $~~557~~791,~~385~~410 for the same period of ~~2008~~2009.

~~The~~Net ~~Company's~~Loss ~~operating~~for ~~expenses~~the ~~were~~three ~~mainly~~months ~~attributable~~ended toMarch ~~marketing expenses~~31, ~~office~~2010 ~~lease,~~was ~~cost of goods sold~~$118,466 ~~operating~~compared ~~expenses, telephone and internet server and commencing operations prior~~ to ~~this quarter. Compared to the previous quarter results~~$126,205 ~~the~~for ~~Company has increased operating expenses and it can be expected that future operating expenses may increase with~~ the ~~addition~~same ofperiod ~~staff, purchase~~ of ~~new equipment, acquisitions, expansion of product line, the need to upgrade our technology and continued growth in sales~~2009.

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

FUTURE OUTLOOK

The Company ~~anticipates~~must ~~continued~~develop ~~growth~~or otherwise acquire additional products in order to achieve profitable levels of sales ~~based~~by onmaximizing ~~wide~~marketing ~~acceptance~~and inadvertising ~~the~~expenditure ~~market~~return. Despite ofhaving ~~its~~loyal ~~initial~~users ~~product~~of “Stemulite™ Fitness Formula for Men” and “Stemulite™ Fitness Formula for Women”. ~~The~~the ~~Company~~company ~~anticipates~~needs ~~introducing~~additional atproducts ~~least~~to ~~one~~be ~~new~~competitive. ~~product~~The ~~during~~Company ~~the~~must ~~fourth~~introduce ~~quarter~~one ofor ~~2009.~~more ~~The~~additional ~~Company~~products ~~may~~in ~~also~~the ~~consider~~second ~~any~~and ~~business~~third ~~opportunity~~quarters ~~that~~of ~~may~~2010. ~~involve~~The aCompany ~~future~~intends ~~acquisition~~to ~~from~~investigate aand ~~private~~consider ~~entity~~any ~~having~~business analliance ~~operating~~or ~~business~~opportunity that ~~may~~would reasonably provide ~~opportunities,~~ products or services of a complementary nature to the Company's current ~~product offerings~~products. In the event of any possibility of future merger or acquisition there may be probable change in control of the Company and share reorganization and may involve significant changes made to the capitalization or stock ownership in the Company.

LIQUIDITY AND CAPITAL RESOURCES

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

~~For~~We ~~further~~are ~~information,~~pursuing ~~refer~~equity tofinancing for our ~~Management's~~operations. ~~Discussion~~Failure ~~and~~to ~~Analysis~~secure ~~included~~such infinancing ~~our~~or ~~Annual~~to ~~Report~~raise onadditional ~~Form~~capital ~~10-K~~or ~~for~~borrow ~~the~~additional ~~year~~funds ~~ended~~may ~~December~~result ~~31,~~in ~~2008~~our depleting available funds and not being able pay our obligations.

For further information, refer to our Management's Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2009.

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

LIQUIDITY AND CAPITAL RESOURCES - continued

3. Summary of Significant Accounting Policies

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimates.

Advertising Costs—Costs associated with the promotion of the Company’s product are expensed as incurred. The costs of advertising for online marketing arrangements, magazines, are expensed the first time the advertising takes place. Advertising expense was $768,323 and $185,093 for the three months ended September 30, 2009 and September 30, 2008, respectively, and $836,382 and $330,762 for the nine months ended September 26, 2009 and September 27, 2008, respectively.

Net Income Per Share—The Company’s basic net income per share includes the dilutive effect of common stock equivalents. It is based upon the weighted average number of common shares outstanding during the period divided into net income. Diluted net income per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method.

Recent Accounting Pronouncements—In March 2008, the FASB issued guidance on disclosures regarding derivative instruments and hedging activities. The guidance requires entities to provide enhanced disclosures for derivative activities and hedging activities with regard to the reasons for employing derivative instruments, how they are accounted for, and how these instruments affect an entity’s financial position, financial performance, and cash flows. The provisions of this guidance were effective in the first quarter of fiscal year 2009. The adoption of the provisions did not impact the Company’s financial condition, results of operations or cash flows.

DERIVATIVE LIABILITY

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

Property and Equipment

Property and equipment consists of the following:

	September 30, 2009			December 30, 2008
Furniture and fixtures	$	3,304		$	9,811
Communication Equipment		6,507
		9,811			9,811
Less:
accumulated depreciation Furniture&Equip		(2,542	)		(1,066	)
Total	$	7,269		$	8,745

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

DERIVATIVE LIABILITY - continued

Depreciation and amortization expense on Furniture and Equipment for the three and nine months ended September 30, 2009, was $492 and $1,476, respectively, and for the three and nine months ended September 30, 2008, was $491 and $573, respectively. Depreciation and amortization expense on Furniture and Equipment is recorded in “Depreciation and Amortization” line on condensed consolidated statements of operations.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Effects of Inflation

We do not believe that our sales or operating results have been materially impacted by inflation during the periods presented in our financial statements. There can be no assurance, however, that our sales or operating results will not be impacted by inflation in the future.

Cost of Goods Sold

Cost of goods sold, which includes product, warehouse and distribution and occupancy costs, was $355,677 for the three months ended September 30, 2009 compared to $343,370 for the three months ended September 30, 2008.

Gross Profit

As a result of the foregoing, gross profit $1,661,270 for the three months ended September 30, 2009 compared to $720,074 for the three months ended September 30, 2008.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, including operating payroll and related benefits, advertising and promotion expense, depreciation and amortization, and other selling, general and administrative expenses, was $792,488 for the three months ended September 30, 2009, compared to $286,877 the three months ended September 30, 2008.

Subsequent Events

Subsequent events have been evaluated through November 23, 2009, the date of issuance of the condensed consolidated financial statements herein.

Liquidity and Capital Resources

Our primary uses of cash are to fund working capital, operating expenses, debt service and capital expenditures. We believe that the cash generated by operations and cash and cash equivalents, together with any availability of borrowing, will be sufficient to meet our working capital needs for the next twelve months.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The~~Not ~~Company’s market risks relate primarily to changes in consumer spending~~Required. Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates and commodity prices. Changes in these factors could cause fluctuations in the results of our operations and cash flows.

ITEM 4(T).

CONTROLS AND PROCEDURES

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

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

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

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

On November 2019, ~~2008~~2009, ~~a lawsuit was commenced by Mr. David Summers alleging that defendants, which included~~ the Company, ~~wrongfully~~filed ~~removed~~a ~~him~~lawsuit asin anthe ~~officer~~District ~~and~~Court ~~director~~ of ~~the~~Clark ~~Company.~~County, ~~The~~State ~~Company~~of ~~and~~Nevada ~~other defendants counterclaimed~~ against MrScott J. ~~Summers~~Ferrell, ~~alleging breach~~Michael ofCampos, ~~fiduciary~~Thomas ~~duty~~Hess, ~~by Mr. Summers~~ and ~~other~~Sara ~~claims. The parties entered into a settlement agreement on March 25~~Jordan, ~~2009. In~~all ~~accordance with the terms and conditions~~ of ~~the settlement agreement~~California, ~~Mr.~~for ~~Summers~~extortion ~~resigned as an officer~~ and ~~director of the Company and his employment agreement~~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 ~~terminated~~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.

OnBoth ~~March~~cases ~~1,2009,~~continued ~~Metabolic~~as ~~Research and Mr.Summers entered into agreement~~ of aMarch ~~set amount of accrued royalties in the amount of $56~~31,~~756.00,~~ ~~to be paid in installments of $2000 per month against the balance~~2010. In addition, Metabolic Research and Mr.Summers entered into agreement for accrued business expenses of $24,508.02. This balance will be paid in monthly installments of $2000, against the balance. These payments are to commence on April 1, 2009 until balances are paid in full.

In a subsequent event, on August 4, 2010, the suit against the company under the California Consumers Legal Remedies Act was dismissed.

ITEM 1A.

RISK FACTORS

~~Except~~Not ~~for the below discussion, there have been no material changes from risk factors previously disclosed in our Form 10-K~~Applicable.

~~Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.~~8

As an independent public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the rules of the NASDAQ, requires us to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these public company obligations will increase our legal and financial compliance costs and place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems.

ITEM 1A. RISK FACTORS - continued

In particular, as a public company, our management will be required to continue to conduct an annual evaluation of our internal control over financial reporting and include a report of management on our internal control over financial reporting in our Annual Report on Form 10-K for our fiscal year ending December 31, 2009 (“Fiscal 2009”). In addition, we will be required to have our independent registered public accounting firm report on the effectiveness of our internal control over financial reporting. Under current rules, we will be subject to this requirement beginning with our Annual Report on Form 10-K for fiscal year 2010. If we are unable to conclude that we have effective internal control over financial reporting or, if our independent registered public accounting firm is unable to provide us with an unqualified report as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The ~~Company~~company ~~did~~sold ~~not~~no ~~issue shares of~~ stock during the ~~quarter~~three months ended March 31, 2010.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

31.1

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

31.2

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

32.1

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

SIGNATURES

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

	Metabolic Research, Inc.

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

	By:	/s/ T.Robert ~~W. Owen~~Bakker
		T. W. Owen
		Robert Bakker
		Chief Financial Officer
	Dated:	~~November~~December 239, ~~2009~~2010

Filing Compare · Metabolic Research, Inc.