AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6 , 2018

Registration No. 333-224425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MR2 GROUP, INC.

(Exact Name of Registrant as specified in its charter)

Nevada

7389

82-3679544

(State or other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification No.)

101 Convention Center Dr., Plaza 125

Las Vegas, NV 89109

Tel: (702) 483-4000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James T. Medick

Chief Executive Officer

101 Convention Center Dr., Plaza 125

Las Vegas, NV 89109

Tel: (702) 483-4000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Arthur S. Marcus, Esq.		Barry I. Grossman, Esq.
S. Ashley Jaber, Esq.		Sarah E. Williams, Esq.
Sichenzia Ross Ference Kesner LLP		Ellenoff Grossman & Schole LLP
1185 Avenue of the Americas, 37 Fl.		1345 Avenue of the Americas
New York, NY 10036		New York, NY 10105
Telephone: (212) 930-9700		Telephone: (212) 370-1300
Facsimile: (212) 930-9725		Facsimile: (212) 370-7889

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non-Accelerated Filer [ ] (Do not check if a smaller reporting company)	Smaller Reporting Company [X]
	Emerging Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (1)(7)
Shares of common stock, par value $0.001 per share (2)(3)		1,940,625	$	9.00	$	17,465,625.00	$	2,174.47
Representative’s warrant (4)(6)		97,031
Shares of common stock, par value $0.001 per share, underlying Representative’s warrant (2)(5)		97,031	$	11.25	$	1,091,598.75	$	135.90
Total					$	18,557,223.75	$	2,310.37

	(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

	(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder shall be deemed to cover additional securities to be offered to prevent dilution and thus includes such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or other similar transactions.

	(3)	Includes 253,125 shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

	(4)	We have agreed to issue to the Representative, upon closing of this offering, warrants exercisable for a period of four years commencing one year from the effective date of this registration statement, which period shall not extend further than five years from such effective date, representing 5% of the aggregate number of shares of common stock issued in this offering, which includes 12,656 shares of common stock to cover the over-allotment. Resales of shares of common stock issuable upon exercise of the Representative’s warrant are being similarly registered on a delayed or continuous basis. See “Underwriting.”

	(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s warrants is equal to 125% of the common stock offering price.

	(6)	No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

	(7)	Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED AUGUST 6 , 2018

1,687,500 Shares

Common Stock

MR2 GROUP, INC.

This is a firm commitment initial public offering of 1,687,500 shares of common stock of MR2 Group, Inc. No public market currently exists for our shares. We anticipate that the initial public offering price of our shares will be between $7.00 and $9.00 and for calculation purposes herein assumes a mid-point of $8.00 per share.

We have applied to list our shares of common stock for trading on the Nasdaq Capital Market under the symbol “MRMR.” No assurance can be given that our application will be approved.

We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our common stock involves a high degree of risk.

Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share		Total ⁽²⁾
Public offering price	$	8.00	$	13,500,000
Underwriting discounts and commissions⁽¹⁾	$	0.60	$	1,012,500
Proceeds to MR2 Group, Inc. (before expenses)	$	7.40	$	12,487,500

	(1)	Does not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), the representative of the underwriters. See “Underwriting” for a description of compensation payable to the underwriters.

	(2)	Assumes no exercise of the over-allotment option to purchase shares we have granted to the underwriters as described below.

We have granted the underwriters a 45-day option to purchase up to 253,125 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver our shares to purchasers in the offering on or about , 2018.

ThinkEquity

A division of Fordham Financial Management, Inc.

The date of this prospectus is , 2018

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
THE OFFERING	12
SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	13
RISK FACTORS	14
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	27
USE OF PROCEEDS	28
DIVIDEND POLICY	29
CAPITALIZATION	30
DILUTION	31
DETERMINATION OF OFFERING PRICE	32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	38
DESCRIPTION OF BUSINESS	52
MANAGEMENT	73
EXECUTIVE COMPENSATION	76
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	77
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	78
DESCRIPTION OF CAPITAL STOCK	79
SHARES ELIGIBLE FOR FUTURE SALE	83
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	85
UNDERWRITING	88
INTERESTS OF NAMED EXPERTS AND COUNSEL	96
EXPERTS	96
LEGAL MATTERS	96
WHERE YOU CAN FIND ADDITIONAL INFORMATION	96
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

Through and including , 2018 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. See “Underwriting” on page 88.

STATEMENT REGARDING INDUSTRY AND MARKET DATA

Any market or industry data contained in this prospectus is based on a variety of sources, including internal data and estimates, independent industry publications, government publications, reports by market research firms or other published independent sources. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions, and such information has not been verified by any independent sources. Accordingly, investors should not place undue reliance on such data and information.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk Factors” section of this prospectus and our financial statements and the related notes appearing at the end of this prospectus, before making an investment decision.

MR2 Group, Inc., a Nevada corporation, is a holding company formed in 2017 that operates as a market research company through its subsidiary, Precision Opinion, Inc. (“Precision Opinion”). The Company has entered into a contribution agreement with the individual owners of Precision Opinion which includes James T. Medick, the Company’s Chief Executive Officer, pursuant to which Precision Opinion will become a wholly-owned subsidiary of the Company (the “Reorganization”). As part of the Reorganization, all of the existing shareholders of Precision Opinion will exchange their respective shares of Precision Opinion for shares of MR2 Group, Inc. Except as otherwise indicated, references to “MR2 Group”, “we”, “us”, “our”, and the “Company” refer to MR2 Group, Inc. and its wholly-owned subsidiary, Precision Opinion, Inc. and gives effect to the Reorganization. In addition, all share numbers give effect to a 37.5 for 1 forward stock split effective in July 2018. Additionally, prior to the date of this prospectus, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Market Analysts, LLC d/b/a MAi Research (“MAi Research”), pursuant to which MAi Research will become a subsidiary of the Company upon closing of this offering (the “MAi Acquisition”).

Company Overview

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion, a full-service information research consulting firm with expertise in data-collection, research and analytics that commenced operations in 2007. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that corporations, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. Our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

At MR2 Group, we transform data from being mere information, to being practical and strategic, to actionable and making it matter to those who benefit the most - our clients. We combine science and creativity to afford our clients greater visibility and insight into market trends.

For over 20 years since the inception of Precision Opinion, we have advanced the practice of data-collection, market research and media audience measurement. We believe our industry expertise, client-focused offerings and experienced management team positions us well to continue leading and influencing the market research and consulting industries in the United States and provides us the opportunity to achieve the same status internationally. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect our clients’ sales. Our methodologies, practices and technological advancements have become deeply embedded into our clients’ workflow, which we believe is demonstrated by many of our long-term client relationships, multi-year contracts and high contract renewal rates. In 2017, revenue from repeat clients under contract represented approximately 94.5% of our total revenue, while the remaining 5.5% of our revenue is generated from one-off projects not subject to contract renewal. A majority of our long-term clients are government service clients, including the National Opinion Research Center at the University of Chicago (“NORC”), RTI International and IMPAQ International, LLC (“IMPAQ”). Government service contracts and medical studies accounted for approximately 66% and 56% of our revenues during the years ended December 31, 2017 and 2016, respectively.

We offer our clients multiple approaches to data-collection ranging from telephone calls, focus groups, online surveying, and a combination of these approaches. Through our analytical group, we provide clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

Our telephone data-collection call center offerings are not pre-set – we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC Universal (“SHC”), which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have now increased our profit margins on the acquired SHC operations.

Below is a summary of the business activities that we carry out and how and why we segregate such activities.

Precision Opinion Business Operations

Telephone Data-collections – Based on the number of CATI stations that it utilizes, Precision Opinion is home to the second largest telephone data-collection call center in the United States, equipped with 650 VOXCO and CfMC Computer Assisted Telephone Interviewing (“CATI”) Command Center and Pronto dialer systems, which allows us to deliver what we believe is uncompromising data-collection and service to the research industry. Our TCPA-compliant telephone center’s high-tech capabilities allow real-time reporting to help keep our clients up-to-date with the progress of all of their research needs. Our telephone data-collections represented approximately 90% and 89% of our aggregate revenues during the years ended December 31, 2017 and 2016, respectively.

Our telephone call center provides clients ranging from corporations, to non-profit research organizations, to government agencies, to political pollsters, to entertainment, gaming and hospitality companies with the ability to directly collect data from individuals, families, consumers, constituent and, businesses as to their beliefs and opinions on virtually any topic. We provide individuals the ability for their voice to be heard on various topics. We staff our telephone call center with highly trained research associates who call individuals or businesses, which our clients identify and we assemble, and ask them a series of questions in a computerized survey. The results of these completed surveys are amalgamated, and the data is provided to our clients. For some clients, we also analyze the data through our Analytics team and provide these clients with the actionable findings from these completed surveys. The length of a survey can vary from a few minutes to 45 minutes or more, with the typical survey lasting for 10 to 20 minutes.

The topics and questions asked in these surveys range from the full spectrum of current events, consumer preferences or distastes relating to a new product or service, opinions on medical services and even to who they intend to vote for in the next election.

● Government and Medical Sector. The government and medical sector is our largest “client group” for market research services, specifically, telephone data-collection. We believe there is a constant demand from the government for research either directly, or through approved research organizations. Although government agencies also conduct their own market research, they often use private companies and non-profit organizations for research. We often contract with such entities who are working on behalf of federal, state and municipal government clients.

For example, various health and regulatory agencies commonly outsource market research services to design, tailor or measure the effectiveness of a public health or public information campaign. For our largest client, NORC, we provide a dedicated staff of approximately 250 employees including research associates, quality control staff and managers for a national tracking study for the Center for Disease Control and Prevention (“CDC”) which we have been working on since 2001. For this study, we contact a predetermined list of families and their medical providers by telephone and provide NORC the results of a complex 45-minute multi-step survey for each responding family.

We also performed telephone data-collection services on a multi-year tracking study for the CDC through a subcontract with NORC, which we worked on for 10 years. This study compiled data relating to children with special needs.

Over the last five years, we have conducted multiple health and medical telephone data-collection studies for other clients, including RTI International, IMPAQ and Morpace Market Research and Consulting (“Morpace”).

● Political Sector. The political sector is our second largest “client group” for market research services. Specifically, we provide political polling and the analysis of the public’s views on current events, election issues and other topical legislative matters. Over the years, we have completed hundreds of telephone political polling projects including telephone polling for President Barack Obama’s campaign committee during his two Presidential elections, telephone polling for the Democratic National Committee during President Obama’s two terms of office, telephone polling for both Senate and House of Representative elections along with state and local elections and telephone polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential elections. We have several clients that rely on our expertise in political polling including Benenson Strategy Group (“BSG”), Global Strategy Group, Edison Research, LHK Partners, Inc., Expedition Strategies and Abt Associates. Political research telephone surveys tend to be 10 to 25 minutes in length and are typically looking to gather information on certain types of qualified respondents. The questions asked generally include, whether you are a registered voter, did you vote in the last election, your age, political party affiliation and income levels.

● Corporate Clients. Corporate clients comprise our third largest “client group” for market research services. Businesses utilize our telephone data-collection expertise for research focused on various topics including asking questions about consumer preferences on existing products, what new products and services consumers may desire, a comparison of their product performance against competitor products and awareness of their brand. We also provide telephone surveys for businesses wanting to talk with other businesses about products, services, market conditions and other current topics. The information from these surveys provide businesses with information that they can use in budgeting influence corporate spending on advertising and marketing, capital expansion, acquisitions and other business-related issues. Some of our business-related clients have included AARP, United Way, Bank of America, J.D. Power and Associates and Marketcast.

Focus + Group Data-collection - Through Precision Opinion, we also operate Focus +, an award winning premier focus group facility located in Las Vegas. The Focus + facility comprises approximately 12,000 square feet including a 48-seat movie theatre and two focus group conference rooms. We are planning to expand Focus + by allocating staff and working capital to strengthen its business operations, which we believe will support our other lines of business with potential new clients. In addition, we plan to strengthen our Focus + business through an online digital presence given the growth and expansion of social media and online data collection. Given that our focus group facility is in Las Vegas, we believe that it is an excellent location for our Focus+ business. Specifically, Las Vegas as a major tourist destination provides greater access to a cross-section of the United States population, thereby affording clients diversity in focus group responses. Further Las Vegas Convention and Visitors Authority, Las Vegas is home to more than 11 million square feet of meeting and exhibit space citywide and home to three of the country’s ten largest convention venues. Thus, we believe this to be a prime location where we will be able to attract new clients either exhibiting or attending the large number of trade shows and conventions.

For example, in our Focus + groups we work with movie studios seeking to gauge audience reactions to new movie ideas and trailers for new movies, and new reporters and anchors in television studios. We also work with consumer product companies seeking to test their products including new frozen foods, beer taste test, new e-cigarettes, new cigarette brand/flavors, new product packaging, and new website design and functionality. We also work with casinos and resorts seeking to enhance guest engagement to gauge satisfaction levels and compile opinions on their respective properties, food offerings and many other topics.

Other specialty services that we offer through our Focus + groups include law firms seeking to utilize mock juries to test their client’s legal court case, as well as holding live panels during political debates and tracking respondent’s opinions live based on what they are seeing and hearing.

Our Focus + groups have included clients such as Facebook, the CBS network and its affiliates, Warner Brothers, Madame Tussauds, ShuffleMaster, Bally Technologies, Frank Luntz, Wynn Resorts, Hyatt Hotels, AAA, Domino’s Pizza, Corona Beer, Coca Cola, Pepsi Cola, Cracker Barrel, Hungry-Man, and Birds Eye.

Online Data-collection - We launched our online survey and panel business in 2014 to increase our service offerings and adapt to the ever-evolving market. We develop customized panels and online surveys based on our clients’ particular needs, making our offerings unique compared to other players in the market. We developed our online and internet device agnostic survey platform to allow respondents to participate in surveys no matter their device – smart phones, tablets, personal computers or Apple-based computers wherever they are and whenever they would like to participate. Online respondents have shown a high inclination to participate in surveys. The ease of and respondent’s ability to take an online survey wherever they are makes this a very popular approach for our clients. Whether a client is looking for a point time reaction to products, services or current events or wants to track consumer behavior over weeks, months or any combination, we believe that the online services we provide offer our clients the actionable information they are looking for. Unlike other online survey platforms, our main focus is on the quality of the information we provide to our clients. We plan, develop and implement both proprietary and probability-based panels for our clients. We have developed safeguards to protect the reliability of our data-collection.

Analytics – Our analytics group combines all of Precision Opinion service offerings and packages them into an information center that helps our clients receive analysis on feedback that reaches deeper and ultimately provides them with information that is actionable. Our analytics team focuses on providing our clients integrated services approaches as well as having expertise in the hospitality industry and community-based quality of life analysis.

Client Agreements - Precision Opinion has several types of client relationships and contracts with its clients. The type of contract depends on the type of work requested. Contract lengths vary, ranging from several days to several years, depending on the scope of the project and the type of information clients request.

For example, with Precision Opinion’s largest client, NORC, Precision Opinion provides a dedicated staff of research associates and management team who are conducting a multi-year tracking study under a multi-year contract. Pursuant to this subcontract, Precision Opinion interviews respondents identified by NORC seven days a week in order to obtain specific medical information on behalf the CDC.

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision Opinion’s contract with NORC, which runs through February 2019, provides for annual renewals during the 5-year period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

Precision Opinion has similar multi-year contracts with RTI International and IMPAQ for medical studies. These contracts have specific fixed billing amounts for the services to be provided by Precision Opinion and are agreed to prior to the commencement of the study. Under these contracts, Precision Opinion recognizes revenue as the data required under the contract is delivered to the client. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its clients Morpace and ICF International Inc. (“ICF”), Precision Opinion provides services under a contract for a specific study with a specified time period, number of completed surveys and specific number of dialing attempts for each respondent. These types of studies are typically completed within two to six months. Under these types of contracts, clients provide both the survey and e specific respondents they are targeting, and Precision Opinion then manages the contract based upon the timeframe, required numbers of completed surveys, required number of dialing attempts and dispositions. Under these contracts, Precision Opinion recognizes revenue as the collected data is delivered to the client or by the actual number of hours provided by Precision Opinion under the contract. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its client BSG, Precision Opinion provides services under a Master Services Agreement (“MSA”) that sets forth the general terms of the work to be performed by Precision Opinion on behalf of BSG. On February 5, 2018, Precision Opinion and BSG entered into a new MSA which replaced the previous MSA entered into in July 2016. Under the new MSA, BSG prepaid Precision Opinion for a certain number of interview hours to be provided by Precision Opinion. This prepayment of services is recorded as a liability on our balance sheet, as unearned revenue. As of March 31, 2018, the unearned revenue associated with BSG is approximately $407,893. For each specific project under the MSA, BSG issues a Statement of Work (“SOW”). With each SOW, BSG outlines specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completes surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided and reduces the unearned revenue accordingly. This is the only client that has prepaid for Precision Opinion’s services.

For other clients, such as Global Strategy Group and Expedition Strategies, Precision Opinion performs services based upon specific terms set forth in a SOW issued by the client. With each SOW, clients outline specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically shorter-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completed surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or the rate for each completed survey.

For other clients such as Under Armour, SSRS, Edison Research and LHK Partners, Precision Opinion enters into a general MSA, with specific terms for each project set forth in a SOW issued by the client. With each SOW provided, clients outline specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. The timeframe for these SOW’s can vary from one day (i.e. election day exit polling) to more long-term projects that are completed based upon a specific timeframe required to either provide a specific number of completed surveys or to have achieved a required number of dialing attempts for each respondent. Depending on the SOW, Precision Opinion will invoice the client based upon predetermined intervals (weekly or monthly), completed SOW or based on the number of completed surveys if it is a longer-term SOW. Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or rate for each completed survey.

The Reorganization

We have recently created two new wholly-owned subsidiaries: Turning Point Research, Inc. (“Turning Point”) and MR2 Life, Inc. (“MR2 Life”). The Reorganization will occur prior to the effective date of this offering. We believe the Reorganization will provide us with the necessary structure to grow our business as follows:

	●	Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

	●	MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use approximately $1,343,893 of the net proceeds of this offering to fund our MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. We anticipate the future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

	●	Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated, full-service information research consulting firm with expertise in data-collection research via the methods described above, consulting and analytics.

Industry Background

Market research involves measuring both consumers’ and business’ opinions on a variety of topics, whether it be gathering focus groups’ receptiveness to new products and services or assessing the effectiveness of promotional campaigns. Companies in this industry systematically gather, record, tabulate and present marketing and public opinion data. Examples of industry services include political polling, sampling and statistical services, broadcast media rating services and market analysis services. Operators also conduct research in the fields of social science, medical, health, and quality of life.

The industry’s markets can be divided into three broad areas (1) providers of consumer goods and services wishing to measure and understand their market; (2) providers of media and advertising wishing to measure and understand their viewers; and (3) government institutions and political candidates wishing to measure and understand their constituents.

The U.S. market research industry is a more than a $19.8 billion revenue market as of 2016 and has experienced an average annual growth rate of 0.3% since 2011. According to a study conducted by FuelCycle Research, it is anticipated that the annual growth rate will double in size by the year 2020. After suffering in 2012 and 2013, the industry has benefited from a series of economic and consumer trends. First, increases in disposable income and consumer spending have caused companies to reinvest in expanding their product pipelines. Consequently, since 2013, many companies have allocated more money to marketing and advertising budgets and industry revenue has increased accordingly. Companies are spending more on research and development, which has furthered growth in the market because products often undergo extensive market research before their launch.

When business conditions improved, the industry began to rebound, with revenue increasing in 2014. However, much of this revenue growth was the result of the industry beginning from a low recessionary base.

In the past five years, strong increases in consumer spending and steadily rising advertising expenditures propelled industry revenue. In addition, research and development budgets have been expanding solidly through 2016, as corporations hire market research firms to assess the public’s receptiveness to new products and services, which helped industry revenue rise 2.4% in 2016. Although there can be no assurance, this expansion of research and development (“R&D”) budgets is expected to continue as the economy expands.

Consolidation and Improving Profit

The market research industry has experienced increased merger and acquisition activity over the past five years. In 2013, the Federal Trade Commission (“FTC”) granted approval to Nielsen, the industry’s largest company, to acquire another large industry player, Arbitron. While there has been consolidation in the industry, the market remains fragmented with many small players. The number of market research enterprises totaled 42,525 as of 2016. We intend to take advantage of this fragmentation by seeking to acquire select smaller players that can expend our service offerings.

Companies in this industry were slow to increase wages and employment in the years following the recession. As the number of industry operators increased 6.3% in 2013, industry employment grew just 1.0%. In later years, operators sought to maintain the lean operations that were achieved with cuts during the recession. Over the five years leading to 2016, industry employment grew at an average annual rate of 1.4% to 143,296 workers, despite stronger enterprise growth during this period. The combined effects of consolidation and slow employment growth during this period resulted in low operating costs and, as a result, profit growth.

Growth Opportunities

Opportunities for market researchers to measure online audiences have significantly increased over the past five years, which will be a point of emphasis for us moving forward. The rapid expansion of new media is providing market researchers with innovative ways to interact with and study consumer opinions. Many companies now allow consumers to provide ratings, comments and feedback for products online. As more consumers use social networking sites, companies have gained additional means of engaging consumers in conversations about their products and services. The ability to directly converse with clients can improve a company’s understanding of their clientele’s wants and needs. Many industry players have acquired or invested in companies that specialize in new media and related technology. Over the next five years, our management believes that more individuals will turn to new media. Consequently, market research companies that invest in technology to measure and analyze the habits of online clients will be better equipped than those that continue to rely on traditional methods.

We believe the market research industry is also expected to remain strong due to the continued usage of telephone call center infrastructures. According to a 2017 report from the American Association for Public Opinion Research Task Force (the “AAPOR Task Force”) on “The Future of U.S. General Population Telephone Survey Research,” the AAPOR Task Force “anticipates that the telephone will remain an important mode for surveying the general public of the United States for many years to come.” Based on the AAPOR Task Force’s findings and our interactions with our clients, we expect that the majority of government-related research on health, medical, and related fields will continue to require phone research as a major component of the necessary primary research. Additionally, growth in online research is expected to continue to grow as will the use of both online and phone (“Multi-Mode”) research. The ability to use Multi-Mode research helps provide a better picture of individual preferences and market trends as both forms of research provide complementary, yet distinguishable information. Companies like us that provide Multi-Mode research will be able to provide greater value to their clients and will be able to grow alongside the industry.

The internet has also fragmented demographic markets by enabling people with increasingly specialized interests to interact. According to the Pew Research Center, about 84.0% of adults had internet access at home, work, school or through mobile devices in 2015. Given this expansive audience, market researchers can target specific consumer groups through improved online advertising metrics. By assessing unique page views and click-through rates, advertisers can guarantee that their target market is being reached.

Our Market Opportunity

We believe companies and government agencies, including our clients, require an increasing amount of data and analytics to set strategy and direct operations. This has resulted in a large market for business information and insight which we believe will continue to grow. Our clients are corporations, government agencies, political pollsters, and the entertainment and hospitality industries. We believe that significant economic, technological, demographic and competitive trends facing consumers and our clients will provide a competitive advantage to our business and enable us to capture a greater share of our significant market opportunity.

The media landscape is dynamic and changing. Consumers are rapidly changing their media consumption patterns. The growing availability of the internet, and the proliferation of new formats and channels such as mobile devices, social networks and other forms of user-generated media have led to an increasingly fragmented consumer base that is more difficult to measure and analyze. In addition, simultaneous usage of more than one screen is becoming a regular aspect of daily consumer media consumption. We have effectively measured and tracked media consumption through numerous cycles in the industry’s evolution—from broadcast to cable, from analog to digital, from offline to online and from live to time-shifted. We believe our distinct ability to provide metrics across social media, online and mobile platforms helps our clients better understand, adapt to and profit from the continued transformation of the global intellectual landscape.

Increasing amounts of consumer information are leading to new marketing approaches. The advent of the internet and other digital platforms has created rapid growth in consumer data that is expected to intensify as more entertainment and commerce are delivered across these platforms. As a result, companies are looking for real-time access to more granular levels of data to understand growth opportunities more quickly and more precisely. This presents a significant opportunity for us to work with companies to effectively manage, integrate and analyze large amounts of information and extract meaningful insights that allow marketers to generate profitable growth.

Consumers are more connected, informed and in control. Today, more than 37% of the world population is an active social media user according to a study conducted by Hootsuite. There are more than 3.8 billion global internet users (52% of the world population), and 4.9 billion unique mobile device users, with 60% of those mobile device users utilizing the internet from their device. In 2016, internet users grew by 10%, or 354 million, and mobile users increased by 5%, or 222 million. Advances in technology have given consumers a greater level of control of when, where and how they consume information and interact with media and brands. They can compare products and prices instantaneously and have new avenues to learn about, engage with and purchase products and services. These shifts in behavior create significant complexities for our clients. Our broad portfolio of information and insights enables our clients to engage consumers with more impact and efficiency, influence consumer purchasing decisions and actively participate in and shape conversations about their brands.

Demographic shifts and changes in spending behavior are altering the consumer landscape. Consumer demographics and related trends are constantly evolving globally, leading to changes in consumer preferences and the relative size and buying power of major consumer groups. Shifts in population size, age, racial composition, family size and relative wealth are causing marketers to continuously re-evaluate and reprioritize their consumer marketing strategies. We track and interpret consumer demographics and psychographics that help enable our clients to engage more effectively with their existing consumers as well as forge new relationships with emerging segments of the population.

Consumers are looking for greater value. Economic and social trends have spurred consumers to seek greater value in what they buy as exemplified by the rising demand for “private label” (store branded) products. This increased focus on value is causing manufacturers, retailers and media companies to re-evaluate brand positioning, pricing and loyalty. We believe companies will increasingly look to our broad range of consumer purchasing insights and analytics to more precisely and effectively measure consumer behavior and target their products and marketing offers at the right place and at the right price.

Our Growth Strategy

We believe that we are well-positioned for both domestic and international expansion and have a multi-faceted marketing and growth strategy that builds upon the MR2 brand, strong client relationships and the integral role we play in the market research, data-collection and analytical fields. However, our growth strategy is also subject to certain risks. For example, we may be unable to adapt to significant technological changes such as changes in the technology used for data-collection and processing, or we may not be successful in expanding our MR2 Life segment. In addition, consolidation in our clients’ industries may reduce the aggregate demand for our services. While we take all measures toward being a leader in our field and not falling prey to such risks, such risks still exist. See “Risk Factors” on page 14.

By separating the business of Precision Opinion into three separate subsidiaries: (i) Precision Opinion; (ii) Turning Point; and (iii) MR2 Life, we believe we will increase our focus and will drive and diversify revenues and allow for higher profit margins.

Precision Opinion. We plan to acquire and/or start-up additional CATI stations to support our planned growth in government and medical tracking studies. As part of our plan, we are looking to acquire 200 CATI stations consisting of 125 and 75 CATI stations primarily dedicated to the Hispanic and Asian demographics, respectively. These additional CATI stations will be staffed by both bi-lingual Hispanic and Asian research associates. We believe that having bi-lingual research associates will provide us with the flexibility to utilize our research associates on both English-speaking surveys or surveys in the respective in-language. We believe that these new CATI stations will enable us to serve more government and private clients and projects with a niche demographic focus on Hispanic and Asian consumers. Most of the surveys we are engaged to perform include a specific number of surveys completed in-language with the most prevalent request being for Hispanic and then Asian requests, primarily in one or more of the Chinese dialects. Based on a Pew Research study conducted in 2017, the Asian immigrant population in the US grew at 72% and Hispanic immigrant population grew at 60% between 2000 and 2015. This same Pew study forecasted that in the next 50 years, the Asian population will make up 38% of all US immigrants, with Hispanics making up 31% of the population. Our plan to expand our operations to include additional Asian and Hispanic language capacity is based on the current and future estimated demand for bi-lingual surveys from our clients.

Our plan includes the expansion of our Focus + business in both traditional “brick and mortar” as well as online (digital). Given that our focus group facility is in Las Vegas, we believe that it is an excellent location for our Focus+ business. Specifically, Las Vegas as a major tourist destination provides greater access to a cross-section of the United States population, thereby affording clients diversity in focus group responses. Further Las Vegas Convention and Visitors Authority, Las Vegas is home to more than 11 million square feet of meeting and exhibit space citywide and home to three of the country’s ten largest convention venues. Thus, we believe this to be a prime location where we will be able to attract new clients either exhibiting or attending the large number of trade shows and conventions.

Turning Point. Given the current state of online digital market research, and the consolidation of large players, we believe that there is an opportunity for us to grow through strategic acquisitions in our online digital product line. To achieve this growth, we formed a subsidiary which will focus on providing online digital services to our existing clients. We intend to use a portion of the net proceeds of this offering for use in R&D to enhance our online platform, and ultimately to enhance demand across all of our facets: virtual online focus groups, chat rooms, survey design & implementation, and to identify acquisitions as appropriate.

MR2 Life. We are seeking to re-position ourselves in the market as more of a strategic consultant and to pursue strategic acquisitions to complement our business and to offer consulting services to assist clients to not only understand and analyze the data gathered, but also to advise as to how to act upon such data in an effective manner. Through MR2 Life, we intend to continue to develop our product and service portfolio to provide our clients with comprehensive and advanced solutions, including our analytical offerings across all facets of our client base to provide a more comprehensive offering and help our clients think through their most important challenges.

MAi Research. On June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research including but not limited to all tangible and intangible assets, goodwill, intellectual property, contracts and client lists but excluding MAi Research’s cash on hand, accounts receivable and known liabilities. The closing of the acquisition is conditioned upon, and is scheduled to close simultaneously with, the closing of this offering. See “Our Growth Strategy – MAi Research Acquisition” on page 63.

We intend to also focus on securing new government contracts primarily within the healthcare sector. The government is the leading source of market research and includes government agencies within the healthcare and human services sector, such as the CDC and the U.S. Food and Drug Administration (the “FDA”). The market research that we perform for government agencies tends to be large-scale, highly complex and well-disciplined, requiring long-term commitment in both manpower and capital resources, which is the foundation of our business. We believe that we have the acumen and capability required for these kinds of government projects. In addition, both government-related and healthcare-related projects typically offer higher profit margins as compared to other data-collection projects due to privacy issues stemming from possessing medical information and the costs associated with building and maintaining secure data sites, providing project-specific training for our research associates, managing the complexity of data samples, as well as complying with additional reporting requirements.

We are also planning to obtain a “moderate” rating certification under the Federal Information Security Management Act of 2002 (“FISMA”). We believe that with a FISMA “moderate” rating certification, we will able to secure new government contracts by providing us pre-qualification access to current requests for proposals. As there are few data-collection firms with a FISMA “moderate” rating certification due to the expenses involved, we believe that obtaining this certification will result in a competitive advantage over our competitors.

Our Competitive Strengths

We make market research more relevant and the underlying data more actionable by both our clients and other end-users. We believe that the following strengths provide us with a competitive advantage:

	●	Client-Centric – Our company culture is client-focused. We develop customized research products and services tailored to our clients’ specific needs, requirements, budgets and timeframe. Because we have more than one dialing platform, we have the ability to work in a Multi-Mode environment with analytical expertise and also customize our products and services for our clients.

	●	Industry Experience – Our senior management team has extensive experience in market research, data-collection, analytics and consulting. We believe this allows us to deliver quality data, information and advice to our clients within their project specifications.

	●	Breadth of Services – Over the years, we have developed expertise in several types of research, data-collection and analytical consulting through a wide spectrum of industries including, but not limited to, the management of political polling projects, large social science or medical studies that require complex methodologies, and online tracking studies for brand awareness and enhancement that take place not just in the United States, but countries from all over the globe.

	●	Reputation – We believe our telephonic and online data-collection operations have excellent reputations because we are able to deliver uncompromising data, information and analytics all within our client’s project’s scopes, budget and requirements. In addition, our entire operation has a reputation for delivering on the MR2 Group brand of excellence by creating customized tools, methodologies, reporting, technology and individualized employee training to enhance the work conducted for their projects.

	●	Size – Our telephonic data-collection operations have over 650 CATI stations managed by a strong, well-trained and tenured team that is capable of managing multiple large projects simultaneously without compromising our MR2 Group brand of excellence. We believe that we are well-positioned in comparison to our competitors. Specifically, other phone room operators with a smaller number of available CATI stations and a smaller staff size require more resources in order to execute larger projects. We believe we are at an advantage in that we have sufficient resources, management and oversight required to handle multiple large-scale projects at once.

	●	Technology – We utilize the latest technological advancements in the research industry in regard to CATI dialing platforms (VOXCO), to our real-time, proprietarily developed in-house data metrics and project management tools, to our cutting-edge efforts in online data-collection, to our state-of-the-art information technology (“IT”) infrastructure and cyber security, we believe that we have the most advanced technology resources in the industry. In addition, we employ advanced, forward-thinking analysts, web-developers and programmers that are able to enhance our technology in order to increase efficiency, productivity, and quality.

	●	Multi-Mode Data-collection – We provide our clients the ability to use several forms of data-collection services from phone, online, interactive voice response (“IVR”), or a combination of all three on their research projects.

	●	Multi-Dialing Platform – We offer our clients the flexibility of using two dialing platforms for data-collection, VOXCO and CfMC. We believe this versatility and ability to choose platforms allows us to provide our services to a larger number of clients and other research companies that most of our competitors do not have the luxury of doing.

Risks Affecting Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:

	●	Our success is dependent on the demand of our clients seeking public opinion and market research;

	●	Our business is affected by general economic, political and financial conditions, which could adversely affect our results of operations and our ability to sustain revenue growth in the future;

	●	A substantial portion of our revenue is derived from the government and a small number of large corporate clients, and the loss of one of these clients would have a material adverse effect on our financial condition;

	●	We may not be able to manage our growth effectively and our business, financial condition and operating results may be negatively affected;

	●	We operate in a competitive environment and may not be able to retain our current clients or attract new clients due to competition;

	●	We may be unable to attract; develop and retain the high performing individuals we need to effectively operate and grow our business;

	●	We rely heavily and must compete based upon the flexibility and sophistication of the technologies utilized in performing our core businesses. We may be unable to adapt to significant technological change which could adversely affect our business;

	●	Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results;

	●	We may need to secure additional financing to accomplish our goals. Our inability to raise capital on acceptable terms in the future may cause us to delay, diminish, or curtail certain operational activities, including the expansion of our business operations, research and development activities, sales and marketing, and other operations, in order to reduce costs and sustain the business, and such inability would have a material adverse effect on our business and financial condition;

	●	Raising additional capital may cause dilution to our existing stockholders, including purchasers of common stock in this offering or restrict our operations;

	●	If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired;

	●	Our management team has limited experience managing a public company and ineffective internal controls could impact our business and operating results;

	●	Our business could be damaged and subjected to liabilities if there are any cyberattacks trying to disrupt/impede our services to our clients of obtain stored information;

	●	Compromises of our data security could cause us to incur unexpected expenses and may materially harm our reputation and operating results;

	●	We cannot assure you that we will complete the acquisition of MAi Research, or if completed, that we will realize the anticipated benefits of such acquisition.

For a more detailed discussion of these risks, see “Risk Factors” starting on page 14.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include:

	●	an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

	●	an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

	●	an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements;

	●	extended transition periods for complying with new or revised accounting standards;

	●	being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in addition to any required unaudited interim financial statements in this prospectus; and

	●	reduced disclosures regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this prospectus;

We will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a “large accelerated filer,” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act; (iii) the date on which we have, during the previous three-year period, issued more than $1.00 billion in non-convertible debt securities; and (iv) the end of the fiscal year during which the fifth anniversary of this offering occurs. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We currently intend to take advantage of the exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We are also a “smaller reporting company,” as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and also are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until our public float exceeds $75 million on the last day of our second fiscal quarter in the preceding fiscal year.

Corporate Information

MR2 Group, Inc. was formed as a holding company in Nevada in 2017 by our current President, James T. Medick. Prior to starting MR2 Group, Mr. Medick had previously founded his original market research and consulting company, MRC Group in 1996 which he sold in 2006. At the request of MRC Group clients in 2007, Medick started his second market research and consulting firm, Precision Opinion, Inc. in 2007. In 2017, Mr. Medick formed MR2 Group as a holding company for what will be our three operating subsidiaries, one of which is Precision Opinion. Our principal executive offices are located at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109. Our telephone number is (702) 483-4000. Our website address is http://www.mr2g r oup.com/. The references to our website in this prospectus are inactive textual references only. The information on our website is neither incorporated by reference into this prospectus nor intended to be used in connection with this offering.

THE OFFERING

The following summary of the offering contains basic information about the offering and the common stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the common stock, please refer to the section of this prospectus entitled “Description of Capital Stock.”

Common Stock offered by us		1,687,500 shares

Common Stock outstanding before this offering:		2,509,021 shares (1)

Common Stock to be outstanding immediately after this offering:		4,196,521 shares (1)

Offering Price		$8.00 per share

Option to purchase additional shares:		We have granted the underwriters a 45-day option to purchase up to additional shares of our common stock to cover over-allotments, if any.

Use of proceeds:		We expect to receive approximately $11,989,500 in net proceeds from the sale of our shares offered by us in this offering (approximately $13,842,375 if the underwriters exercise their over-allotment option in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us of $363,000 , plus a 1.0% non-accountable expense allowance of $135,000, based on the shares being offered at $8.00 per share, the midpoint of the expected offering range. We intend to use the net proceeds from this offering to (i) finance the expansion of our business, a portion of which (approximately $1,343,893) will be used to acquire MAi Research concurrently with the closing of this offering, (ii) to pay the first two quarterly dividend payments to holders of our common stock as of October 15, 2018, a portion of which (approximately $1,007,165) will be segregated in a separate account for purposes of paying these dividends, (iii) for general working capital purposes, a portion of which may be used to acquire complementary companies. See “Use of Proceeds” on page 28 for a more complete description of the intended use of proceeds from this offering.

Dividend Policy		Our subsidiary, Precision Opinion, has declared dividends in the past. We intend to pay an annual dividend equal to 6.0% of the offering price per share to holders of record beginning on October 15, 2018, and to holders of record each 90 days thereafter (the “Dividend”). The annual dividend shall be payable quarterly for the first four (4) quarters following this offering. Due to state law, there can be no assurance that the Company will be able to pay the Dividend although the funds will be segregated for such purpose. See “Dividend Policy” and “Risk Factors - While we plan to pay an annual dividend equal to 6.0% of the purchase price of our common stock in the offering, state law may prohibit the payment of such dividend.”

Risk Factors:		Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 14 of this prospectus before deciding whether or not to invest in our common stock.

Proposed Nasdaq Ticker Symbol		We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MRMR”. However, no assurance can be given that our application will be approved.

Lock-ups		We and our directors, officers and existing stockholders have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock for a period of twelve (12) months after the date of this prospectus, in the case of our company and our officers and directors, and six (6) months after the date of this prospectus, in the case of any existing stockholder. See “Underwriting” on page 88.

(1)

Based on shares of common stock issued and outstanding as of August 3 , 2018.

Unless otherwise indicated, the information in this prospectus assumes:

	●	A public offering price of $8.00 per share of common stock, the midpoint of the estimated price range set forth on the cover of this prospectus;
	●	The issuance of 55,996 shares of common stock to the holders of MAi Research in connection with the MAi Acquisition.
	●	No exercise by the underwriter of its option to purchase 253,125 additional shares of common stock to cover over-allotments, if any;
	●	No exercise of the underwriter’s warrants; and
	●	2,453,025 shares of common stock which takes into effect a forward split on a 37.5 for 1.0 basis issued in exchange for the ownership interests in our subsidiaries in the Reorganization.

SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth our selected condensed consolidated financial data as of the dates and for the years indicated. The selected consolidated financial data as of the dates and for the periods indicated. Data for the fiscal years ended December 31, 2017 and 2016 as have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. Additionally, we have derived the selected condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 and the selected condensed consolidated balance sheet data as of March 31, 2018 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. We have prepared our unaudited condensed consolidated financial statements on the same basis as our audited consolidated financial statements and, in the opinion of management have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results of any interim period are not necessarily indicative of the results that may be expected for the full year.

The pro forma balance sheet data reflects the acquisition of MAi Research as if it had occurred on March 31, 2018 and the payment of $1,343,893 as the purchase price for such acquisition. The pro forma condensed statement of operations for the year ended December 31, 2017 and for the period ended March 31, 2018 gives effect to the acquisition of MAi Research as if the acquisition occurred on January 1, 2017. The pro forma data set forth below is not necessarily indicative of what the actual results of operations would have been had the transaction occurred at the dates referred to above, nor do they purport to be indicate in the results of future operations.

The historical results set forth below do not necessarily indicate results expected for any future period and should be read in conjunction with ‘Risk Factors,” “Management Discussion and Analysis of Financial Condition and Operations,” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.


												Unaudited Pro Forma Combined ⁽¹⁾
	For the years ended					For the quarters ended						For the quarter ended			For the year ended
	December 31,					March 31,						March 31,			December 31,
						(unaudited)
	2017			2016		2018			2017			2018			2017
Consolidated and Pro Forma Combined Statement s of Operations Data:
Revenues		16,317,257			17,150,618		2,687,833			3,446,910			3,530,133			22,456,985

Operating expenses
Production costs	$	10,422,413		$	9,922,050	$	1,659,476		$	2,260,125		$	2,067,171		$	12,895,047
Selling, general, and administrative		4,788,147			6,449,761		934,043			1,160,194			1,751,526			8,257,509
Depreciation and amortization		746,059			523,127		178,197			137,135			179,264			749,678
Total operating expenses	$	15,956,619		$	16,894,938	$	2,771,716		$	3,557,454		$	3,997,960		$	21,902,234
Operating income (loss)		360,638			255,680		(83,882	)		(110,544	)		( 467,827	)		554,751
Total other income (expense):	$	(393,877	)	$	734,043	$	(231,423	)	$	(43,801	)	$	(236,766	)	$	(404,366	)
Net income (loss)	$	(33,239	)	$	989,723	$	(315,306	)	$	(154,344	)	$	( 704,593	)	$	150,385
Pro forma income taxes															$	51,131
Pro forma net income (loss)	$	(33,239	)	$	989,723	$	(315,306	)	$	(154,344	)	$	( 704,593	)	$	99,254
Pro forma basic and diluted income (loss) per share	$	(0.51	)	$	15.13	$	(4.82	)	$	(2.36	)	$	( 0.17	)	$	0.02

(1)

Assumes 4,196,521 shares of common stock issued and outstanding upon close of the offering.

					As of March 31, 2018
	As of December 31,				(unaudited)
Consolidated Balance Sheet Data:	2017		2016		Actual		Pro Forma		Pro Forma Adjusted (1)(2) (3)
Cash	$	501,283	$	2,153	$	39,124	$	10,684,731
Receivables		2,332,991		2,533,942		1,210,108		1,210,108
Other assets		5,306,505		5,537,809		5,544,974		9,337,565
Current liabilities		1,528,282		3,055,517		2,633,817		2,633,817
Other liabilities		4,806,553		3,179,203		2,669,751		4,461,609
Stockholders’ equity	$	1,805,944	$	1,839,183	$	1,490,638	$	14,136,978

	(1)	As adjusted to reflect the receipt of the net proceeds of the offering.

	(2)	A $1.00 increase or decrease in the assumed public offering price per share would increase or decrease our cash, total current assets, total assets and total stockholders’ equity by approximately $1,687,031, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

	(3)	While we plan to pay an annual dividend equal to 6.0% of the offering price per share, payable quarterly, for the first four quarters following completion of this offering, permissibility will be governed by Nevada law.

RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

General Business Risks

Seasonal fluctuations in research activity could adversely affect our operational and financial performance.

Our historic operating results have fluctuated, and our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. Period-to-period comparisons of our operating results should not be relied upon as an indication of our future performance.

We expect our revenue, operating results, cash flows from operations and other key operating and performance metrics to vary from quarter to quarter in part due to the seasonal nature of research spending. For example, many clients tend to devote a significant portion of their research budgets to the fourth quarter of the calendar year and to reduce spending in the first quarter of the calendar year. Seasonality could have a material impact on our revenue, operating results, cash flow from operations and other key operating and performance metrics from period to period.

Our success is dependent on the demand of our clients seeking public opinion and market research.

Should our existing clients or potential new clients decide to either reduce or eliminate their need for our services, our business performance would be directly impacted, and if we could not replace that business with new sources of revenue, we may be unable to execute our business plan. Public opinion and market research trends relating to consumer preferences or distastes of products or political candidates, for example, tend to be key considerations for a number of companies, entities and organizations. Once these considerations are not sought, demand will likely decline, which may impact our business operations.

We may need to secure additional financing to accomplish our goals. Our inability to raise capital on acceptable terms in the future may cause us to delay, diminish, or curtail certain operational activities, including the expansion of our business operations, research and development activities, sales and marketing, and other operations, in order to reduce costs and sustain the business, and such inability would have a material adverse effect on our business and financial condition.

While we believe that our current funds coupled with the proceeds from this offering will be sufficient to fund our operations for at least the next twelve months, we anticipate that we may require additional funds for our operations in the future. If we are not successful in securing additional financing when needed, we may be unable to execute our business strategy, which could result in curtailment of our operations.

Our ability to raise additional capital is uncertain and dependent on numerous factors beyond our control including, but not limited to, economic conditions and availability or lack of availability of credit. We currently do not have any committed additional source of funds.

If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

	●	continue to expand our development, sales and marketing teams;
	●	acquire complementary technologies, products or businesses;
	●	if determined to be appropriate, expand our global operations;
	●	hire, train and retain employees; and
	●	respond to competitive pressures or unanticipated working capital requirements.

Raising additional capital may cause dilution to our existing stockholders, including purchasers of common stock in this offering or restrict our operations.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, then-existing stockholders’ interests may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect their rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, or making necessary capital expenditures to grow our business.

A substantial portion of our revenue is derived from the government and a small number of large corporate and non-profit clients, and the loss of one of these clients would have a material adverse effect on our financial condition

Our client base is concentrated with our top five clients representing 84.6% of revenue in 2017, 88.8% of revenue in 2016, and 79.9% of revenue for the three months ended March 31, 2018. For 2017, government related contracts represented approximately 66% of our revenues. If we were to lose one or more of our significant clients or experience a decrease in government-related work, our revenue may significantly decline. In addition, revenue from significant clients may vary from period-to-period depending on the timing or volume of projects. The loss of one or more of our significant customers could adversely affect our business, results of operations and financial conditions.

Our business is affected by general domestic and international economic, political and financial conditions, which may adversely affect our results of operations and our ability to sustain revenue growth in the future.

Our business is sensitive to general domestic and international economic conditions. Slower economic growth, volatility in the credit markets, high levels of unemployment, and other challenges that affect the economy adversely have in the past and could in the future affect us and our clients and suppliers. If growth in the economy or in any of the markets we serve slows for a significant period, if there is a significant deterioration in the economy or such markets or if improvements in the economy do not benefit the markets we serve, our business and results of operations could be adversely affected. For example, our revenue slowed during the 2008 financial crisis.

Consolidation in the consumer-packaged goods, media, entertainment, telecommunications and technology industries could put pressure on the pricing of our products and services, thereby leading to decreased earnings.

Consolidation in the consumer-packaged goods, media, entertainment, telecommunications and technology industries which we serve could reduce aggregate demand for our products and services in the future and could limit the amounts we earn for our products and services. When companies merge, the products and services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of products and services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and results of operations.

Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state laws. Any improper acts or allegations could damage our reputation and subject us to civil or criminal investigations and related stockholder lawsuits, could lead to substantial civil and criminal monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.

We rely heavily and must compete based upon the flexibility and sophistication of the technologies utilized in performing our core businesses. We may be unable to adapt to significant technological change which could adversely affect our business.

We operate in businesses that require sophisticated data-collection, processing systems, software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. We will be required to adapt to changing technologies, either by developing and marketing new products and services or by enhancing our existing products and services, to meet client demand.

Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations.

Our ability to grow successfully requires that we have an effective planning and management process. The expansion and growth of our business could place a significant strain on our management systems, infrastructure and other resources. To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

We may not be able to manage our growth effectively and our business, financial condition and operating results may be negatively affected.

To manage our planned growth effectively, including in connection with our planned and future acquisitions, we must continue to improve and expand our infrastructure, including our IT, financial and administrative systems and controls.

We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently. Our productivity and the quality of our services may be adversely affected if we do not integrate and train our new employees quickly and effectively. As we continue our growth, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure and ability to maintain the quality of our services. If we do not adapt to meet these evolving challenges, or if the current and future members of our management team do not effectively manage our growth, the quality of our products and services may suffer, and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have had an adverse impact on our business, financial condition and operating results.

Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We intend to further expand our overall headcount and operations, with no assurance that we will be able to do so while effectively maintaining our corporate culture. We believe our corporate culture, which fosters a close knit, team-oriented approach to client service, is one of our fundamental strengths as it enables us to attract and retain top talent and deliver superior results for our clients. As we grow and change, we may find it difficult to preserve our corporate culture, which could reduce our ability to innovate and operate effectively. In turn, the failure to preserve our culture could negatively affect our ability to attract, recruit, integrate and retain employees, continue to perform at current levels and effectively execute our business strategy.

Our business could be damaged and subjected to liabilities if there are any cyberattacks trying to disrupt/impede our services to our clients of obtain stored information.

Our brand, reputation and ability to retain and service our clients is dependent on the reliable performance of our dialing platforms. In the event of a breach of our dialing platform(s) our business could be negatively impacted.

We store limited information required to deliver our services to our clients, including but not limited to respondent name, telephone number, geographic subdivision smaller than a state, street address, city, county, precinct, zip code, and their equivalent geocodes, date of birth, medical record numbers, social security numbers and/or email addresses and other data relating to individuals, such as our clients and employees.

If this data were to be compromised and/or exposed, our business could suffer due to the loss of clients. We could also suffer financial liabilities due to stored information being disseminated to unauthorized third parties.

To mitigate any potential risk to a cyberattack we adhere to The Health Insurance Portability and Accountability Act (“HIPAA”) security protocols along with maintaining system security controls. Our system security controls include, but are not limited to redundancies of multiple systems, change control, encryption protocols, systems monitoring, least minimum required permissions for users to complete tasks and properly destroying personal information at the end of data collection. While we believe these security controls make the chance of a cyber-attack less likely there can be no assurance that they will eliminate such risk.

Compromises of our data security could cause us to incur unexpected expenses and may materially harm our reputation and operating results.

In the ordinary course of our business, we store limited information required to deliver our services to our clients, including but not limited to respondent name, telephone number, geographic subdivision smaller than a state, street address, city, county, precinct, zip code, and their equivalent geocodes, date of birth, medical record numbers, social security numbers and/or email addresses and other data relating to individuals, such as our clients and employees. We rely substantially on commercially available systems, software, tools and monitoring to provide security for our processing, transmission and storage of information and other confidential information. There can be no assurance, however, that we will not suffer a data compromise, that hackers or other unauthorized parties will not gain access to personal information or other data, or confidential business information or that any such data compromise or access will be discovered in a timely fashion. The techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, and we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our employees, contractors, vendors or other third parties with whom we do business may attempt to circumvent security measures in order to misappropriate such personal information, confidential information or other data, or may inadvertently release or compromise such data. Compromise of our data security or of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information and delays in detecting or providing prompt notice of any such compromise or loss could disrupt our operations, damage our reputation and subject us to litigation, or other additional costs and liabilities that could adversely affect our business, financial condition and operating results.

To mitigate any potential risk to a cyberattack we adhere to HIPAA security protocols along with maintaining system security controls. Our system security controls include, but is not limited to redundancies of multiple systems, change control, encryption protocols, systems monitoring, least minimum required permissions for users to complete tasks and properly destroying personal information at the end of data collection. To mitigate any financial exposure to a potential, cyberattack, we carry an insurance policy that includes cyberattack coverage subject to certain conditions, terms, limitations and actual coverage amount. However, there can be no assurance that the insurance coverage that we maintain will be adequate to cover any such resulting liability, which could materially harm our reputation and operating results.

We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

Our future success depends in large part on the continued contributions of our senior management and other key personnel, including our founder and President, James T. Medick. The leadership of key management personnel is critical to the successful management of our company, the development of our solutions and our strategic direction. The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business.

We may be unable to attract; develop and retain the high performing individuals we need to effectively operate and grow our business.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, including other market research companies and non-profit organizations, many of whom have greater financial and other resources than we do. These companies may also be perceived as providing more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires require significant training, and in many cases, take significant time before they achieve full productivity. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, as we move into new geographies, we will need to attract and recruit skilled personnel in those areas.

If we do not effectively grow and train our client services team, we may be unable to add new clients or increase sales to our existing clients and our business will be adversely affected.

We continue to be substantially dependent on our client services team to obtain new clients and to drive sales with respect to our existing clients. Further, we believe that there is, and will continue to be, significant competition for client services personnel to support or growth. New hires require significant training and it may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective client services personnel, our business will be adversely affected.

Our operations and properties may be uninsured or underinsured and failure to maintain adequate insurance may result in a default under our debt instruments.

We carry various insurance policies to cover our properties and operational hazards, including industrial, road traffic or transportation accidents that could potentially result in injury or fatality to employees, contractors or the public with policy specifications and insured limits that we believe are customarily carried for similar properties and operating activities. However, potential losses of a catastrophic nature such as those arising from floods, earthquakes, terrorism or other similar catastrophic events, as well as certain operating liabilities, particularly with respect to our data security, may be either uninsurable, or, in our judgment, not insurable on a financially reasonable basis or may be subject to larger excesses. If an uninsured loss occurs, we could be subject to material liability or lose both our invested capital in and anticipated profits from the affected property or assets.

Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results.

A significant portion of our employee base, operations and infrastructure are centralized in Las Vegas, Nevada. Our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may render it difficult or impossible for us to operate our business for some period. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business, financial condition and operating results, and harm our reputation. In addition, we may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business, financial condition and operating results.

Data protection laws may restrict our activities and increase our costs.

Various statutes and rules regulate conduct in areas such as privacy and data protection which may affect our collection, use, storage and transfer of personally identifiable information both abroad and in the United States. Compliance with these laws may require us to make certain investments or may dictate that we not offer certain types of products and services or only offer such services or products after making necessary modifications. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data and consumer protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries including the United States have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to survey research. If the laws were extended to include survey research, our ability to recruit research participants could be adversely affected. These or future initiatives may adversely affect our ability to generate or assemble data or to develop or market current or future products or services, which could negatively impact our business.

Our acquisitions are an important aspect of our growth strategy, but they may not achieve expectations, which could affect our cash flow and profitability.

We have acquired, will acquire and may acquire companies and operations that extend or complement our existing business. These transactions involve numerous business risks, including finding suitable transaction partners, the diversion of management’s attention from other business concerns, extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets, the potential loss of key employees or business relationships and the integration of acquired businesses, any of which could adversely impact our business, financial condition or results of operations.

	●	An acquisition may negatively affect our business, financial condition, operating results or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

	●	We may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

	●	An acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management

	●	An acquisition may result in a delay or reduction of purchases for both us and the company that we acquired due to uncertainty about continuity and effectiveness of solution from either company;

	●	We may not be able to successfully integrate our business through the acquisition of MAi Research, and we may not be able to fully realize the anticipated strategic benefits of the acquisition, which includes a complementary business;

	●	An acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

	●	Challenges inherent in effectively managing an increased number of employees in diverse locations;

	●	The potential strain on our financial and managerial controls and reporting systems and procedures;

	●	Potential known and unknown liabilities associated with an acquired company;

	●	Our use of cash to pay for acquisitions could limit other potential uses for our cash;

	●	The risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; and

	●	To the extent that we issue a significant amount of equity or convertible debt securities relating to future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

We may not succeed in addressing these or other risks or any other problems encountered relating to the integration of any acquired business, the inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, financial condition and operating results.

We may be adversely affected by risks associated with potential acquisitions, such as MAi Research, including execution risks, failure to realize anticipated strategic benefits, and failure to overcome integration risks, which could adversely affect our growth and profitability.

We plan to continue to grow our business both organically and inorganically, including through the acquisition of MAi Research. While we plan to complete the acquisition concurrently upon completion of this offering, there can be no assurance that we will be successful in completing this offering and thus closing the acquisition. In the event that we do pursue further acquisitions, we may have difficulty executing on such acquisitions and may not realize the anticipated benefits of any transaction we complete. Any of the foregoing matters could materially and adversely affect us.

The integration of MAi Research will likely be a time-consuming process. The integration process will likely require substantial management time and attention, which may divert attention and resources from other important areas, including our existing business. In addition, we may not be able to fully realize the anticipated strategic benefits of the acquisition, which includes a complementary business. The failure to successfully integrate the combined operations, including retention of key employees, could impact our ability to realize the full benefits of our acquisition of MAi Research. If we are not able to achieve the anticipated strategic benefits of the acquisition, it could adversely affect our business, financial condition and results of operations, and could adversely affect the market price of our common stock if the integration or the anticipated financial and strategic benefits of the acquisition are not realized as rapidly as, or to the extent anticipated by us. Failure to achieve the anticipated benefits could result in increased costs and decreases in future revenue and/or net income following the acquisition.

Our future results will depend on our ability to continue to focus our resources, maintain our business structure and manage costs effectively.

We are continually implementing productivity measures and focusing on measures intended to further improve cost efficiency. We may be unable to realize all expected cost savings in connection with these efforts within the expected time frame, or at all, and we may incur additional and/or unexpected costs to realize them. Further, we may not be able to sustain any achieved savings in the future. Future results will depend on the success of these efforts.

Under some of our contracts our fees are predetermined, should we be unable to control costs, we may incur losses, which could decrease our operating margins and significantly reduce or eliminate our profits. Our future profitability will depend on our ability to manage costs or increase productivity. An inability to effectively manage costs may adversely impact our business, financial condition or results of operations.

Our management team has limited experience managing a public company and ineffective internal controls could impact our business and operating results.

Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the complex and ever-changing laws, rules, regulations and pronouncements pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

U.S. federal income tax reform could adversely affect us.

On December 22, 2017, President Trump signed into law H.R. 1, originally known as the “Tax Cuts and Jobs Act,” which legislation significantly reforms the Internal Revenue Code of 1986, as amended. The new legislation, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We do not expect tax reform to have a material impact to our projection of minimal cash taxes or to our net operating losses (“NOL”). Our net deferred tax assets and liabilities will be revalued at the newly enacted U.S. corporate rate, and the impact will be recognized in our tax expense in the year of enactment. We continue to examine the impact this tax reform legislation may have on our business. The impact of this tax reform on holders of our common shares is uncertain and could be adverse. This prospectus does not discuss any such tax legislation or the manner in which it might affect purchasers of our common stock. We urge our stockholders to consult with their own legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.

Risks Related to Our Common Stock and this Offering

The initial public offering price of our common stock may not be indicative of the market price of our common stock after this offering. In addition, an active, liquid and orderly trading market for our common stock may not develop or be maintained and our stock price may be volatile.

Prior to this offering, our common stock was not traded on any market. An active, liquid and orderly trading market for our common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The initial public offering price will be negotiated between us and the underwriters, based on numerous factors which we discuss in “Underwriting” on page 88, and may not be indicative of the market price of our common stock after this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

The following factors could affect our stock price:

	●	our operating and financial performance;

	●	quarterly variations in our revenue stream along with variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;

	●	the public reaction to our press releases, our other public announcements and our filings with the SEC;

	●	strategic actions by our competitors;

	●	changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

	●	speculation in the press or investment community;

	●	the failure of research analysts to cover our common stock;

	●	sales of our common stock by us or other shareholders, or the perception that such sales may occur;

	●	changes in accounting principles, policies, guidance, interpretations or standards;

	●	additions or departures of key management personnel;

	●	actions by our shareholders;

	●	domestic and international economic, legal and regulatory factors unrelated to our performance; and

	●	the realization of any risks describes under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares of common stock at or above the price you paid for them. In addition to the risks described in this “Risk Factors” section, the market price for our common stock could fluctuate significantly for various reasons, including:

	●	our operating and financial performance and prospects;

	●	our ability to retain existing clients and obtain new clients;

	●	changes in demand for our products and services;

	●	our quarterly or annual revenue and earnings or those of other companies in our industry;

	●	changes in earnings estimates or recommendations by securities analysts, if any, or termination of coverage of our common stock by securities analysts;

	●	our failure to meet estimates or forecasts made by securities analysts, if any;

	●	conditions that impact demand for our products and services;

	●	future announcements concerning our business or our competitors’ businesses;

	●	the public’s reaction to our press releases, other public announcements and filings with the SEC;

	●	market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

	●	strategic actions by us or our competitors, such as acquisitions or restructurings;

	●	changes in government and environmental regulation;

	●	changes in accounting standards, policies, guidance, interpretations or principles;

	●	arrival and departure of key personnel;

	●	the number of shares to be publicly traded after this offering;

	●	sales of common stock by us, members of our management team or any other party;

	●	adverse resolution of new or pending litigation against us; and

	●	changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with the Company and these fluctuations may adversely impact prevailing market prices for our common stock.

Our stock price may be volatile, and you may lose some or all of your investment.

The initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock following this offering. The market price of our common stock may be highly volatile and may fluctuate substantially because of a variety of factors, some of which are related in complex ways, including:

	●	actual or anticipated fluctuations in our financial condition and operating results;

	●	variance in our financial performance from expectations of securities analysts or investors;

	●	changes in the prices of our services;

	●	changes in laws or regulations applicable to our services;

	●	trading volume of our common stock;

	●	changes in the anticipated future size and growth rate of our market; and

	●	general economic, regulatory and market conditions.

We will have considerable discretion in how we use the proceeds of this offering, and we may invest or spend the proceeds of this offering in ways in which you may not agree or in ways which may not yield a return.

We intend to use the net proceeds to finance the expansion of our business and for working capital purposes, which may include the acquisition of complementary businesses focused on analytics/consulting, online (digital) data collection, telephonic data collection, and the acquisition and/or start-up of an additional 200 CATI stations (125 CATI stations dedicated to Hispanic demographics and 75 dedicated to Asian demographics). In addition, we plan to allocate funds to upgrade our systems to obtain a FISMA “moderate” rating. We do not have any agreements in place with any acquisition candidates as of the date of this prospectus. We intend to set aside a portion of the net proceeds of the offering to pay the first two Dividend payments.

Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. The net proceeds may be invested with a view towards long-term benefits for our stockholders and this may not increase our operating results or market value. The failure by our management to apply these funds effectively may adversely affect the return on your investment.

While we plan to pay an annual dividend equal to 6.0% of the purchase price of our common stock in the offering, state law may prohibit the payment of such dividend.

Our subsidiary, Precision Opinion has declared dividends in the past. We plan to pay an annual dividend equal to 6.0% of the offering price per share in the offering, payable quarterly. The permissibility to pay the Dividend will be governed by Nevada law which provides that a company may not issue a dividend if the result of such dividend would be to make the company have negative retained earnings. While we do not believe that this will be the case based on our current financial condition and after giving effect to the receipt of the offering proceeds, there can be no assurance that we will have positive retained earnings to be permitted to make such dividend payment under state law. After the first year, payments of future dividends are within the discretion of our board of directors and depend on among other factors, our retained earnings, capital requirements, operations and financial condition. See “Dividend Policy.”

Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.

Upon consummation of this offering, 4,196,521 shares will be outstanding. This number includes shares that we are selling in this offering, which will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to the terms of the lock-up agreements. The remaining 2,509,021 shares of our common stock outstanding, including the 55,996 shares of common stock to be issued to the holders of MAi Research in connection with the MAi Acquisition, and the shares of common stock owned by our directors, executive officers and any other existing stockholder, will be subject to holding requirements under the federal securities laws described in “Shares Eligible for Future Sale” and subject to the lock-up agreements between such current stockholders and the underwriters. Pursuant to the lock-up agreements, we, each of our executive officers and directors and our existing stockholders have agreed, subject to certain exceptions, with the underwriters not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the prior written consent of the underwriter during the period from the date of this prospectus continuing through the date that is twelve (12) months after the date of this prospectus in the case of our directors and officers and six (6) months in the case of any other existing stockholder. See “Underwriting” on page 88. Following the expiration of the applicable lock-up period, all of these shares of our common stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations and applicable holding period requirements. See “Shares Eligible for Future Sale” on page 83 for a discussion of the shares of our common stock that may be sold into the public market in the future.

You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase.

Prior investors have paid substantially less per share than the price per share in this offering. The initial offering price is substantially higher than the net tangible book value per share of the outstanding common stock immediately after this offering. Accordingly, based on our net tangible book value as of March 31, 2018, assuming an initial public offering price of $8.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), we expect that purchasers of common stock in this offering will experience immediate and substantial dilution of approximately $6.39 per share. See “Dilution.”

The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of Nasdaq, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our Board of Directors and management and will significantly increase our costs and expenses. We will need to:

	●	institute a more comprehensive compliance function;

	●	comply with rules promulgated by Nasdaq;

	●	continue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

	●	design and implement additional internal controls over financial reporting;

	●	establish new internal policies, such as those relating to insider trading; and

	●	involve and retain to a greater degree outside counsel and accountants in the above activities.

Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ending December 31, 2018, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2022. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied that the internal controls over financial reporting was maintained in all material respects. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, the JOBS Act was signed into law. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.00 billion of non-convertible debt over a three-year period.

We have elected to take advantage of the reduced disclosure requirements set forth above and may elect to take advantage of these exemptions for so long as we remain an emerging growth company. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In making your investment decision, you should understand that we and the underwriters have not authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverage regarding our company, including coverage that is not directly attributable to statements made by our officers, directors or employees, that incorrectly reports on statements made by such persons, or that is misleading as a result of omitting information provided by such persons. We and the underwriters have not authorized any other party to provide you with information concerning us or this offering other than as set forth in this prospectus, and you should not rely on this information in making an investment decision.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of The NASDAQ Stock Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the Securities and Exchange Commission, or SEC, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and results of operations could be harmed, and we could fail to meet our financial reporting obligations, which could adversely impact our business, financial condition or results of operations.

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The NASDAQ Stock Market. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and could cause a decline in the price of our common stock.

We will incur increased costs as a result of operating a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our Board of Directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

If securities analysts do not publish research or reports about our company, or if they publish unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about our company or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Our bylaws designate the District Courts of Nevada as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and therefore limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees or agents.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located within the State of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owned by any director, officer or other employee of the Company or the Company’s stockholders, (iii) any actions asserting a claim arising pursuant to any provision of the Nevada Revised Statutes, our articles of incorporation or our bylaws, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Our bylaws further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing provision.

We believe the choice-of-forum provision in our bylaws will help provide for the orderly, efficient and cost-effective resolution of Nevada-law issues affecting us by designating courts located in the State of Nevada (our state of incorporation) as the exclusive forum for cases involving such issues. However, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. While there is no Nevada case law addressing the enforceability of this type of provision, Nevada courts have on prior occasion found persuasive authority in Delaware case law in the absence of Nevada statutory or case law specifically addressing an issue of corporate law. The Court of Chancery of the State of Delaware ruled in June 2013 that choice-of-forum provisions of a type similar to those included in our bylaws are not facially invalid under corporate law and constitute valid and enforceable contractual forum selection clauses. However, if a court were to find the choice-of-forum provision in our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement.

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

	●	our ability to offer and sell the shares of common stock offered hereby;

	●	the integration of potential and future acquisitions, including our planned acquisition of MAi Research;

	●	our ability to successfully complete the acquisition of MAi Research and our company’s expectations regarding market growth;

	●	changes in existing and potential relationships with clients partners;

	●	the ability to retain certain members of management;

	●	our expectations regarding general and administrative expenses;

	●	our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

	●	other factors detailed from time to time in filings with the SEC.

All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise after the date of this prospectus, except where applicable law requires us to update these statements. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

USE OF PROCEEDS

We expect the net proceeds from this offering to be approximately $11,989,500 , assuming an initial public offering price of $8.00 per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses of approximately $363,000, in the aggregate.

We intend to use the net proceeds to finance the expansion of our business and for working capital purposes, which may include the acquisition of complementary businesses focused on analytics/consulting, online (digital) data collection, telephonic data collection, and the acquisition and/or start-up of an additional 200 CATI stations (125 CATI stations dedicated to Hispanic demographics and 75 dedicated to Asian demographics). In addition, we plan to allocate funds to upgrade systems to obtain a FISMA “moderate” rating certification, which we estimate to be a total of $400,000.

We intend to use approximately $1,343,893 of the net proceeds towards the purchase price of the MAi Research acquisition, which is $3,583,715. See “Our Growth Strategy – MAi Research Acquisition” on page 63. Further, we intend to allocate a portion of the net proceeds to hire additional key personnel in the areas of accounting and finance to our management team to help ensure our compliance with all SEC rules and regulations, and the remaining proceeds, if any, will be used as working capital.

We intend to set aside approximately $ 1,007,165 for the payment of the Dividend for the first two quarters following this offering.

A $1.00 increase or decrease in the assumed initial public offering price of $8.00 per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses, received by us to increase or decrease, respectively, by approximately $1. 54 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus remains the same. If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares, we would use the additional net proceeds for general corporate purposes. If the proceeds decrease due to a lower initial public offering price or a decrease in the number of shares issued, then we would reduce by a corresponding amount the net proceeds directed to capital expenditures.

We will pay all of our own expenses and certain expenses of the underwriters related to this offering. See “Underwriting” on page 88.

DIVIDEND POLICY

We, through our subsidiary, Precision Opinion, have declared and paid cash dividends on our common stock , as set forth below:

Year		Dividend Amount
2016	⁽¹⁾	$	200,000
2017		$	-

⁽¹⁾

The per share value of the dividends paid in 2016 on a pre-split basis is equal to $3.06 (based on 65,414 pre-split shares outstanding). The per share value of the dividends paid in 2016 on a post-split basis is equal to $0.08 (based on 2,453,025 post-split shares outstanding).

Historically, all dividend distributions were made by our predecessor when it had both sufficient earnings and cash on hand.

Following completion of this offering, our board of directors intends to declare and pay an annual dividend equal to 6.0% of the offering price per share in the offering, payable on a quarterly basis for the first four (4) quarters , to holders of record as of October 15, 2018 and to holders of record each 90 days thereafter through July 15, 2019 on our common stock. The necessary funds to make the first two payments will be segregated into a separate account. We will release the funds ten (10) days after the record date. Our ability to pay the Dividend will depend on our financial condition, results of operations, capital requirements and other factors that might not allow for us to pay the dividend under state law. In the event that the payment of the Dividend would result in negative net equity, we would be prohibited from making such payments under state law. After the first year, payments of future dividends are within the discretion of our board of directors and depend on, among other factors, our retained earnings, capital requirements, operations and financial condition. See “Risk Factors - While we plan to pay an annual dividend equal to 6.0% of the purchase price of our common stock in the offering, state law may prohibit the payment of such dividend.”

As discussed elsewhere in this prospectus, we have a line of credit with Heritage Bank of Commerce (“HBC”) and a term loan with Super G Capital, LLC (“Super G”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Pursuant to such agreements, the payment of dividends is prohibited. We have obtained the consent of Super G for the payment of the first year of dividends. HBC has consented to the payment of the first year of dividends; provided, however, that the Company may not utilize the net earnings of Precision Opinion in paying such dividends. In addition, effective August 2 , 2018, we entered into new loan agreement s with Bank of Nevada , a division of Western Alliance Bank (“Bank of Nevada”) to become effective upon close of the offering. The proceeds of the new credit facilit ies will be used to refinance the HBC and Super G facilit ies. The new facilities do not restrict the payment of dividends.

CAPITALIZATION

The following table sets forth our cash and cash equivalents as of March 31, 2018:

	●	on an actual basis;

	●	on a pro forma basis considering the revocation of our S-corporation status; and

	●	on an adjusted basis after giving effect to the sale of shares of our common stock in this offering at an assumed initial offering price of $8.00 per share (which is the midpoint of the range set forth on the cover of this prospectus).

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

	As of March 31, 2018
	Actual		Pro Forma (1)		Pro Forma As Adjusted (2)(3)
Cash	$	39,124	$	39,124	$	10,684,731
Debt		3,941,492		3,941,492		5,733,350
Member’s/Stockholders’ equity:
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, none outstanding
Common stock, par value $0.001 per share, 74,000,000 shares authorized, 65,414 shares outstanding		65		65		65
Additional paid-in capital		646,633		1,490,573		14,136,913
Retained Earnings		843,940		-
Total stockholder’s equity		1,490,638		1,490,638		14,136,978
Total capitalization	$	5,432,131	$	5,432,131	$	19,870,328

The information presented above is based on the number of shares of our common stock outstanding as of March 31, 2018.

⁽¹⁾The pro forma information presented is reflective of SAB Topic 4.B, S Corporations, considering our S-Corporation revocation became effective January 1, 2018. As a result, undistributed earnings (retained earnings) are included in the financial statements as additional paid-in capital.

⁽²⁾The pro forma as adjusted information presented is reflective of the acquisition of MAi Research, with 50% of the total purchase price paid at closing, with 25% of such amount paid in shares of stock, and 75% paid in cash. Therefore, the above is reflective of an increase of Additional paid-in capital of $447,964, representing 25% of the consideration given at closing, and a decrease in cash of $1,343,893, representing 75% of the consideration given at closing.

⁽³⁾The pro forma as adjusted information presented is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $8.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $1. 54 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $7.3 million, assuming that the assumed initial public offering price, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization would increase by approximately $1.85 million, after deducting the estimated underwriting discounts and commissions, and we would have 4,449,646 shares of our common stock and no shares of our preferred stock issued and outstanding, pro forma as adjusted.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock as of March 31, 2018 was (2,460,542), or ($1.00) per share. Net tangible book value per share represents our total tangible assets (which excludes deferred offering costs , which were $208,876 at March 31, 2018 ) less our total liabilities, divided by the number of shares of outstanding common stock (after adjusting for the stock split of the shares of existing shareholders).

After giving effect to the receipt of the net proceeds from our sale of 1,687,500 shares of common stock in this offering and purchase of MAi Research resulting in a decrease of cash of $1.3 million and an increase in shares outstanding of 55,996, as well as an increase in long-term liability of $1,791,858, at an assumed initial public offering price of $8.00 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2018 would have been $6,756,207 , or $1.61 per share. This represents an immediate increase in net tangible book value of $2.61 per share to existing stockholders and an immediate dilution of $6.39 per share to new investors purchasing common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share				$	8.00
Net tangible book value per share as of March 31, 2018	$	(1.00	)
Increase per share attributable to investors in this offering		2.61

Net tangible book value per share, as adjusted to give effect to this offering					1.61

Dilution in net tangible book value per share to new investors in this offering				$	6.39

The following sensitively analysis shows the effects of varying assumptions on the net tangible book value and related amounts per share for existing shareholders and new shareholders:

	Scenario 1			Scenario 2			Scenario 3			Scenario 4			Scenario 5
	Decrease in Share Price of $1			Increase in Share Price of $1			Issuance of 1,000,000 additional shares			Issuance of 1,000,000 fewer shares			Issuance of 253,125 additional shares (Underwriter’s Over-allotment)
Net tangible book value	$	5,212,145		$	8,300,270		$	14,076,208		$	(563,792	)	$	8,609,083
Increase (decrease) in net tangible book value per share to existing shareholders		0.37			( 0.37	)		( 1.10	)		1.79			(0.32	)

Increase (decrease) in dilution per share to new Investors		( 0.63	)		0.63			( 1.10	)		1.79			(0.32	)

Value Per Share for New Investors Scenario		1.24			1.98			2.71			(0.18	)		1.93
Dilution for New Investors		5.76			7.02			5.29			8.18			6.07

The table below summarizes as of March 31, 2018, on an as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our common stock in this offering at an assumed initial public offering price of $8.00 per share, before deducting underwriting discounts and commissions and estimated offering expenses.

		Shares Purchased					Total Consideration
		Number		Percent			Amount (in thousands)		Percent			Average Price Per Share
Existing stockholders	⁽¹⁾		2,509,021		59.79	%	$	654		5	%	$	0.26
New investors			1,687,500		40.21	%		13,500		95	%		8.00
Total			4,196,521		100	%	$	14,154		100	%	$	8.26

⁽¹⁾Represents (i) 2,453,025 shares of common stock currently issued and outstanding and (ii) 55,996 shares of common stock to be issued to the holders of MAi Research in connection with the MAi Acquisition.

DETERMINATION OF OFFERING PRICE

Since our shares of common stock are not listed or quoted on any exchange or quotation system, the offering price of the shares was arbitrarily determined. The initial public offering price was determined through negotiations between us and the representative of the underwriters. In addition to prevailing market conditions, the factors considered in determining the initial public offering price included the following:

	●	the information included in this prospectus and otherwise available to the representative;
	●	the valuation multiples of publicly traded companies that the representative believes to be comparable to us;
	●	our financial information;
	●	our prospects and our history, and the prospects of the industry in which we compete;
	●	an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues; and
	●	the above factors in relation to market values and various evolution measures of other companies engaged in activities similar to ours.

An active trading market for our common shares may not develop. It is also possible that, after the offering, the shares will not trade in the public market at or above the initial public offering price. The initial public offering price does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we have applied to have our common stock listed on the Nasdaq Capital Market.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions and many of these factors are not within our control.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

We prepared the following unaudited pro forma combined financial statements to give effect to the following proposed transactions:

	(i)	issuance and sale of shares of our common stock in this initial public offering at an assumed offering price of $8.00 per share, the midpoint of the price range set forth on the cover page of this prospectus;

	(ii)	(iii) application of the net proceeds (after deducting underwriting discounts and estimated offering expenses payable by us) from our initial public offering of approximately $1,343,893 to acquire MAi Research; and

	(iii)	the election to become a tax paying consolidated group.

The unaudited pro forma combined balance sheet as of March 31, 2018 gives effect to the above transactions as if they had been prior to March 31, 2018. The unaudited pro forma combined statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018, each give effect to the above transactions as if they occurred on January 1, 2017 (the first day of fiscal year 2017). We derived these unaudited pro forma combined financial statements from our audited and unaudited consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. These pro forma financials should be read in conjunction with our audited and unaudited consolidated financial statements.

The unaudited pro forma combined financial statements are presented for illustrative purposes and are based on available information and assumptions we believe are reasonable. The unaudited pro forma combined financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not necessarily indicative of the consolidated financial position or results of operations that would have occurred had the above transactions had been completed on the dates indicated. They are also not necessarily indicative of our future consolidated financial position or results of operations. The unaudited pro forma combined financial statements adjust our historical consolidated financial statements to give effect to pro forma events that would be directly attributable to the above transactions and factually supportable and, with respect to the statements of operations, expected to have a continuing impact on our consolidated results.

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF MARCH 31, 2018

	MR2 Group, Inc.		Marketing Analysts, LLC			Combined			Pro Forma Adjustments (1)			Note		Pro Forma Combined
ASSETS
Current assets
Cash	$	39,124	$	588,519		$	627,643		$	10,057,088			A,B,C,D	$	10,684,731
Accounts receivable		1,210,108		368,150			1,578,258			(368,150	)		B		1,210,108
Unbilled receivables		309,952		-			309,952								309,952
Prepaid expenses		349,524		32,963			382,487			208,876			A		591,363
		1,908,708		989,632			2,898,340			9,897,814					12,796,154

Property and equipment, net		999,807		13,176			1,012,983								1,012,983

Goodwill										3,537,576			D		3,537,576

Other
Customer relationships, net		3,696,000		-			3,696,000								3,696,000
Other intangibles, net		46,304		-			46,304								46,304
Deferred financing costs, line of credit		107,473		-			107,473								107,473
Deposits		35,914		-			35,914								35,914
	$	6,794,206	$	1,002,807		$	7,797,013							$	21,232,404

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	1,271,741		342,742			1,614,483			(342,742	)		B		1,271,741
Accounts payable		607,562		346,649			954,211			(346,649	)		B		607,562
Accrued expenses		346,621		215,430			562,051			(215,430	)		B		346,621
Customer deposits		407,893		188,599			596,492			(188,599	)		B		407,893
		2,633,817		1,093,420			3,727,237			(1,093,420	)		B		2,633,817

Long-term debt, net of current portion
Loans payable, stockholders		1,000,000		-			1,000,000								1,000,000
Other		1,669,751		-			1,669,751			1,791,857			D		3,461,609
		5,303,569		1,093,420			6,396,989								7,095,426

Stockholders’ equity
Members’ Equity (MAi Research)				(90,613	)		(90,613	)		90,613			B		-
Common stock, at $0.001 par value, voting shares, 75,000,000 shares authorized, 65,414 shares issued and outstanding		65					65								65
Additional paid-in capital		646,633					646,633			12,646,340			C,D		13,292,973
Retained earnings		843,940					843,940								843,940
		1,490,638		(90,613	)		1,400,025								14,136,978
	$	6,794,206	$	1,002,807		$	7,797,013							$	21,232,404

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA COMBINED STATEMENT OF LOSS

THREE MONTHS ENDED MARCH 31, 2018

	MR2 Group, Inc.			Marketing Analysts, LLC			Combined			Pro Forma Adjustments (1)		Note		Pro Forma Combined
Revenues:
Outbound phone	$	2,528,580		$	-		$	2,528,580						$	2,528,580
Other		159,253			842,300			1,001,553							1,001,553
		2,687,833			842,300			3,530,133							3,530,133
				$	-
Operating expenses:
Production costs		1,659,476			407,694			2,067,171							2,067,171
Selling, general, and administrative		934,043			704,483			1,638,526		$	113,000		(F)		1,751,526
Depreciation and amortization		178,197			1,067			179,264							179,264
		2,771,716			1,113,244			3,884,960							3,997,960

Operating loss		(83,883	)		(270,944	)		(354,827	)						(467,827	)

Other income (expense):
Interest expense		(231,422	)		(5,344	)		(236,766	)						(236,766	)
Net loss	$	(315,306	)	$	(276,287	)	$	(591,593	)					$	(704,593	)
Pro forma income tax benefit														$	-
Pro forma net loss														$	(704,593	)

(1)

As more fully described in Note 2 to the Unaudited Pro Forma Combined Financial Statements, adjustment (F) relates to employment contracts that commence on the effective date of the registration statement. These contractual commitments involve primarily new positions and/or positions with expanded responsibilities that management believes are necessary to (i) more cost effectively service certain operational requirements of MAi Research, and (ii) meet increased demands associated with leading and managing a public entity; however, no assurance is given that such costs savings and other synergies management expects to realize from the implementation of these strategies and the integration of the business combination will occur.

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2017

	MR2 Group, Inc.			Marketing Analysts, LLC			Combined			Pro Forma Adjustments (1)		Note		Pro Forma Combined
Revenues:
Outbound phone	$	14,877,954		$	-		$	14,877,954						$	14,877,954
Other		1,439,303			6,139,728			7,579,031							7,579,031
		16,317,258			6,139,728			22,456,985							22,456,985
				$	-
Operating expenses:
Production costs		10,422,413			2,472,634			12,895,047							12,895,047
Selling, general, and administrative		4,788,147			3,017,362			7,805,509		$	452,000		(F)		8,257,509
Depreciation and amortization		746,059			3,618			749,678							749,678
		15,956,620			5,493,614			21,450,234							21,902,234

Operating income		360,638			646,113			1,006,751							554,751

Other income (expense):
Other income		467			12,327			12,794							12,794
Interest expense		(394,344	)		(22,816	)		(417,160	)						(417,160	)
Net income (loss)	$	(33,239	)	$	635,624		$	602,385						$	150,385
Pro forma income taxes											51,131		(E)	$	51,131
Pro forma net income														$	99,254

(1)

As more fully described in Note 2 to the Unaudited Pro Forma Combined Financial Statements, adjustment (F) relates to employment contracts that commence on the effective date of the registration statement. These contractual commitments involve primarily new positions and/or positions with expanded responsibilities that management believes are necessary to (i) more cost effectively service certain operational requirements of MAi Research and (ii) meet increased demands associated with leading and managing a public entity; however, no assurance is given that such costs savings and other synergies management expects to realize from the implementation of these strategies and the integration of the business combination will occur.

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. Description of Transactions

We intend to issue and sell 1,687,500 shares of our common stock in this offering at an assumed initial public offering price of $8.00 per share, the midpoint of the price range set forth on the cover of this prospectus. Our net proceeds from this offering will be net of underwriting discounts and estimated offering expenses payable by us. Upon consummation of this offering, we intend to use the net proceeds from our initial public offering to pay approximately $1,343,893 in cash for the acquisition of MAi Research.

2. Pro Forma Adjustments

The following pro forma adjustments are included in our unaudited pro forma consolidated financial statements related to the transactions described above:

Unaudited Pro Forma Combined Balance Sheet Adjustments

(A) Current Assets —An adjustment to reflect net proceeds from this offering of $ 11,989,500 (assumes no exercise of the over-allotment option to purchase shares we have granted to the underwriters, assumes $363,000 of expenses, and gives effect to deferred offering costs of $208,876, incurred through March 31, 2018) , less $1,343,893 million paid for the acquisition of MAi Research.

(B) Items excluded from the MAi Research Acquisition—An adjustment to decrease the assets and liabilities of MAi Research, for items excluded from the acquisition transaction.

(C) Common Stock and Additional Paid-in-Capital—An adjustment to give effect to the issuance of shares issued in this offering, and the resulting impact to cash.

(D) MAi Research Acquisition—An adjustment to record the purchase of MAi Research, resulting in Goodwill and a long-term liability payable.

Unaudited Pro Forma Combined Statements of Operations Adjustments

Three Months ended March 31, 2018 and Year Ended December 31, 2017

(E) Provision for income taxes—An adjustment to recorded estimated income tax expense using a blended federal statutory tax rate of 34%. Note that this rate changed to 21% for years after 2017.

(F) Salaries—An adjustment to record anticipated increases of salaries for executive level employees, including the addition of SEC counsel. Management notes that these increases are related to signed employment contracts, effective on the date of the IPO. These salary increases are directly related to new positions at MR2 Group and are commensurate with the expanded responsibilities associated with leading and managing a public company and several subsidiaries.

3. Anticipated Synergies

Although not shown in the unaudited pro forma combined statement of operations presented above, management believes that due to the nature of the related operations of MAi Research, we will be well positioned to provide up-stream services to MAi Research at preferable rates compared to current providers. Management anticipates that given the ability and capacity of our existing online data-collection function, that the majority of MAi Research production costs can be serviced by us. After all related intercompany transactions are eliminated in consolidation, such is anticipated to reduce production costs of MAi Research by approximately 30%.

Additionally, we expect increased revenues for Precision Opinion in future periods due to the integration with MAi Research and the utilization of their existing employee and contractor salespersons. While it is impractical to estimate the impact that this synergy will have on future revenues, management believes, but provides no assurance that, such will result in significant organic revenue growth.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

MR2 Group Overview

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion as a full-service information research consulting firm with expertise in data-collection, research and analytics. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that companies, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. We believe that our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

At MR2 Group, we transform data from being just information, to being practical, strategic and actionable and making it matter to those who benefit the most - our clients. We combine science and creativity to afford our clients greater visibility and insight into market trends.

We offer our clients multiple approaches to data-collection ranging from telephone calls, focus groups, online surveying, Multi-Mode and a combination of these approaches. Through our analytical group, we provide our clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

Our telephone data-collection call center offerings are not pre-set; we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC, which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have increased the profit margins on the acquired SHC operations.

Recent Developments

The Reorganization

Through our Reorganization, we will acquire all of the capital stock of Precision Opinion, Inc. and we created two new wholly-owned subsidiaries: Turning Point and MR2 Life. The Reorganization will occur prior to the effective date of this offering. The Reorganization will provide MR2 Group with the necessary structure to grow our business as follows:

	●	Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

	●	MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use approximately $1,343,893 of the net proceeds of this offering to fund our MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. We anticipate the future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

	●	Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated a full-service information research consulting firm with expertise in data-collection (telephone, focus groups, online) research, consulting and analytics.

Management believes that with the net proceeds from this offering, the Company will have sufficient working capital to support the expansion of its business operations, increase its level of security for additional government contracts, implement an aggressive acquisition strategy in each of its three (3) subsidiaries, increase its management depth and provide for additional working capital. In this regard, management intends to add certain key accounting and finance personnel to its management teams to support its growth and to ensure compliance with all relevant accounting, reporting and SEC requirements. These positions may include a financial planning & analysis manager, a financial reporting manager, an investor relations manager, and an internal audit manager, along with additional support staff, as may be necessary. No assurance can be given that the Company will be successful in its expansion plan.

NORC Subcontract Renewal

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision Opinion’s contract with NORC, which runs through February 23, 2019, provides for annual renewals during the 5-year renewal period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

MAi Research Acquisition

On June 2, 2018, we entered into an asset purchase agreement to purchase substantially all of its assets, except cash on hand, accounts receivable, and assume certain known liabilities. The total purchase price of the acquisition will be equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of this offering. Based on MAi Research’s audited financial statements for the year ended December 31, 2017, the purchase price will be $3.58 million, of which 50% will be due at closing. At closing, we intend to use approximately $1,343,893 of the net proceeds from this offering toward the balance of the purchase price due at closing and approximately $447,964 will be paid in shares of our common stock issued at closing and valued at the offering price. The remaining balance of the purchase price is payable over two (2) years. As such, the acquisition of MAi Research is conditioned upon the successful completion of this offering. See “Our Growth Strategy – MAi Research Acquisition” on page 63.

Significant Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements (See Note 2 to the Consolidated Financial Statements for the years ended December 31, 2017 and 2016), as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Property and Equipment.

Property and equipment is carried at cost. Depreciation of equipment, furniture and fixtures, and leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset, typically 5 to 7 years, or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Intangible Assets.

Intangible assets consist of acquired customer relationships and computer software. Customer relationships is a finite-lived asset acquired in a business combination transaction. Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031) based primarily on our retention rate experience.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Impairment of Long Lived Assets.

The Company evaluates the carrying value of its long-lived assets (including property and equipment and intangible assets) for possible impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Generally, the Company recognizes an impairment loss for long-lived assets other than goodwill when the sum of undiscounted expected cash flows from use of the asset is less than its carrying amount. In the Company’s industry, while information about specific transactions appears limited, there are published information about certain metric such as pricing based on multiples of the revenues and operating income. Accordingly, when undiscounted cash flows are less than the carrying value of the related asset, estimated fair values may be calculated using a discounted cash flow approach to value and / or multiples of revenues and / or operating income. If the estimated fair value for a long-lived asset including goodwill is less than the carrying value, an impairment charge for the difference is recorded. No significant impairments were recorded during the periods presented.

Fair Value Measures.

In connection with the SHC acquisition in 2016, the Company recognized the acquired assets at fair value using primarily discounted cash flow methodologies and other metrics management believes market participants use, including capitalization and discount rates, and revenue and earnings multipliers. Additionally, the Company is required to pay the sellers contingent consideration based on 7.5% of future revenues from customer relationships acquired through August 2021. Initially the contingent consideration was valued using discount rates implicit in the transaction. The basis for changes to the estimated fair value of the contingent consideration include revised estimates of future revenues from the identified customers and then appropriate discount rates. See Note 7 to the Consolidated Financial Statements for a discussion of the acquisition.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

Revenue Recognition

The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. In other words, revenue is recognized as services are provided and complete in accordance with the terms of the contract and collection is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions.

Income Taxes

Precision Opinion has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we have begun recognizing deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective.

GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. In January 2018, we adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

Results of Operations

During fiscal year 2017, we began implementing our expansion plan by optimizing our management team and re-focusing our business plan. We intend to use a portion of the net proceeds of this offering towards hiring additional, qualified individuals to our management team.

For the three months ended March 31, 2018 and 2017

The following table summarizes the results of our operations during the three months ended March 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three months ended March 31, 2018 to the 3-month period ended March 31, 2017:

	For the three months ended
	March 31,									Percentage
	(unaudited)						Increase			Increase
	2018			2017			(Decrease)			(Decrease)
Revenues:
Outbound phone	$	2,528,580		$	3,275,739		$	(747,159	)		(22.81	)%
Other		159,253			171,171			(11,918	)		(6.96	)%
		2,687,833			3,446,910			(759,078	)		(22.02	)%

Operating expenses:
Production costs	$	1,659,476		$	2,260,125		$	(600,648	)		(26.58	)%
Selling, general, and administrative		934,043			1,160,194			(226,151	)		(19.49	)%
Depreciation and amortization		178,197			137,135			41,063			29.94	%
	$	2,771,716		$	3,557,454		$	(785,738	)		(22.09	)%

Operating loss		(83,883	)		(110,544	)		26,660			(24.12	)%

Other income (expense):	$	(231,423	)	$	(43,800	)	$	(187,622	)		428.35	%

Net loss	$	(315,306	)	$	(154,344	)	$	(160,961	)		104.29	%

Basic and Diluted loss per share	$	(4.82	)	$	(2.36	)	$	(2.46	)		104.29	%

Total Revenue

Our revenue for the three months ended March 31, 2018 decreased. This decrease was due to management’s decision to focus efforts on higher margin services and not renew certain contracts for services that yielded lower margins, offset by the increases discussed below.

Precision Opinion Telephone Data-Collection Revenue

Revenue attributed to Precision Opinion telephone data-collections decreased due to lost revenue ($1.5 million) from the decision to exit low margin work in the third quarter of 2017. This revenue decline was offset by increases in data-collection revenue of $0.8 million attributable to new business with higher margins due to aforementioned repricing efforts. Such revenue was for data-collection work associated with the 2018 elections and ballot initiatives of $0.3 million and government/medical studies of $0.4 million.

Online and Analytics Revenue

Revenue attributed to online and analytics operations remained relatively consistent despite management’s decision during the third quarter of 2017 to reprice one of our existing client online work at acceptable margins and their decision not to renew our contract as of December 31, 2017 as a result of the repricing. This loss of revenue was offset with the engagement of a major sports apparel company that was originally signed during the first quarter of 2017. For the quarter ending March 31, 2018, this sports apparel company generated online revenue of approximately $159,000 compared to approximately $8,000 of such revenue in the first quarter of 2017.

Operating Expenses

The decrease in production costs was due to the repricing of client work in the third quarter of 2017 along with improved labor cost controls implemented in the fourth quarter of 2017. We expect to see production costs continue to decrease as a result of improved management oversight of our phone room operations and the re-pricing of certain client contracts to ensure minimum revenue per hour targets are achieved.

Selling, general and administrative expenses decreased due to management’s plans to optimize and streamline the management team.

For the years ended December 31, 2017 and 2016

The following table summarizes the results of our operations during the years ended December 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period December 31, 2017 to the prior 12-month period:

	For the years ended December 31,					Increase			Percentage Increase
	2017			2016		(Decrease)			(Decrease)
Revenues:
Outbound phone	$	14,877,954		$	15,423,110	$	(545,156	)		(3.53	)%
Other		1,439,303			1,727,508		(288,205	)		(16.68	)%
		16,317,257			17,150,618		(833,361	)		(4.86	)%
Operating expenses:
Production costs		10,422,413			9,922,050		500,363			5.04	%
Selling, general, and administrative		4,788,147			6,449,761		(1,661,616	)		(25.76	)%
Depreciation and amortization		746,059			523,127		222,932			42.62	%
		15,956,619			16,894,938		(938,319	)		(5.55	)%

Operating income	$	360,638		$	255,680	$	104,958			41.05	%

Other income (expense):		(393,877	)		734,043		(1,127,920	)		(153.66	)%

Net income (loss)	$	(33,239	)	$	989,723	$	(1,022,962	)		(103.36	)%

Basic and Diluted income (loss) per share	$	(0.51	)	$	15.13	$	(15.64	)		(103.36	)%

Total Revenue

Our revenue for the fiscal year ended December 31, 2017 decreased as compared to the fiscal year ended December 31, 2016. This decrease was due in part to management’s decision to focus efforts on higher margin data-collection services, both telephonic and online, and not renew certain contracts for services that yielded lower margins. In July 2017, management determined that revenue per hour generated from contracts with 17 telephone data-collection clients was below acceptable margins. Of those clients, we were able to reprice billing terms for 11 clients, which represented approximately 30.4% of the total revenue. The remaining 6 clients either were under contracts that expired, or those clients did not request new work at the new pricing.

With regards to the decline in Online/Panel revenue, we have determined that the underlying contract with our largest customer was not generating satisfactory margins and sought new pricing for these services. This client was not amenable to the new pricing and elected to move its work to another provider. Offsetting the loss of this client, we were able to secure a new client at higher margins.

Going forward into 2018, management anticipates that it will experience slightly lower revenue during the second quarter as it seeks to secure new business to replace the lost lower margin business. This slight decline in projected revenue is expected to be offset by improved margins and overall profitability.

Precision Opinion Telephone Data-Collection Revenue

Our 2017 revenue decreased due to a number of factors. In fiscal 2017, Precision Opinion generated approximately $1.2 million in political polling revenue compared to approximately $4.1 million in 2016. The decline in political polling in 2017 of approximately $2.9 million is due to 2017 being a non-Presidential election year. Precision Opinion also experienced a decline in revenue with two clients in fiscal 2017 of approximately $1.8 million which was largely due to a temporary sampling methodology change in the third and fourth quarters of 2017 with one client ($1.2 million) and changes in project scheduling ($675,000) for another client. Offsetting the decline in revenue was an increase in new medical study projects totaling approximately $4.1 million that included medical study projects with three new clients totaling $860,117 in revenue in fiscal 2017.

Online/Panel and Analytics Revenue

During 2017, Precision Opinion had two online/panel clients. One of the clients was under a multi-year contract that was set to expire as of the end of 2017. This client represented approximately $1.2 million in revenue in 2017, down $440,000 from 2016. Revenue and margins for this client had been decreasing over the past 12 to 18 months as the client was no longer expanding its panel base and was reducing the volume of surveys that it was issuing to its panelists. As a result, Precision Opinion repriced its proposal to renew the contract in order to ensure that contract would remain profitable over the proposed new 3-year term. The client elected to not renew the contract with Precision Opinion as of December 31, 2017. Offsetting this client loss, Precision Opinion secured a new client in 2017 to provide weekly and monthly online tracking studies and accompanying analysis. This new client generated approximately $215,000 in revenue for 2017.

Operating Expenses

Our total operating costs decreased by $938,318 to $15,956,619 during the fiscal year ended December 31, 2017 as compared to the following pro forma decrease of $2,260,914 which assumes acquisition transaction costs are included in operating expenses for fiscal year 2016 (See Note 7 to the Consolidated Financial Statements):

	For the years ended
	December 31,
	(audited)							Percentage
	2017		2016		Increase			Increase
	Actuals		Pro Forma		(Decrease)			(Decrease)
Operating expenses:
Production costs	$	10,422,413	$	11,113,003	$	(690,589	)		(6.21	)%
Selling, general, and administrative		4,788,147		6,581,405		(1,793,258	)		(27.25	)%
Depreciation and amortization		746,059		523,127		222,933			42.62	%
	$	15,956,619	$	18,217,534	$	(2,260,914	)		(12.41	)%

Production Costs

Our major production costs include hourly payroll expenses associated with our research associates, telephone and internet expenses and utilities expenses. In August 2017, management determined that some of our client projects were generating too low of a gross margin and initiated a repricing effort and enhanced labor controls to increase margin. For the first seven (7) months of 2017, Precision Opinion’s outbound telephone direct labor costs accounted for approximately 51.5% of revenue. After repricing efforts and labor controls in August, direct labor costs decreased 7.4 points to 44.1%. Due to a decrease in the number of lower margin projects completed during the second half of 2017, our telephone data-collection operations experienced a decrease in labor costs during 2017. The decrease in operating expenses, related to management’s increased efforts to focus on higher margin projects noted above, resulted in increased operating income. For online/panel projects, the majority of our costs of sales is related to expanding the number of panelists for one of Precision Opinion’s online/panel clients panels including recruitment incentive expense, printing costs for recruiting mailers, postage and client service. The revenue from one of our largest clients associated with expanding the number of panelists in each panel carried a lower margin than collecting the data from online surveys.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased due to management’s plans to optimize and streamline the management team, resulting in approximately $1 million in savings during fiscal year 2017 as compared to the prior year. The remaining portion of the decrease in selling, general and administrative expenses is primarily attributable to a decrease in bad debt expense, printing and reproduction costs, office supplies and advertising expenses.

Other Income (Expense)

As outlined in the statement of income and retained earnings, the difference between Other Income in 2017 and 2016 is primarily attributable to: (1) the gain on bargain purchase and related acquisition transaction costs presented in 2016 representing $2.1 million and $1.3 million, respectively yielding a net Other Income of $0.8 million, as noted in Note 7, and no similar transactions in 2017; (2) approximately $320,000 higher interest expense in 2017 versus 2016, due to higher loan balances and higher interest rates, as noted in Note 8.

Liquidity and Capital Resources

We are a holding company that has no substantive operations of our own. Our liquidity is entirely dependent upon transfers of funds from our wholly-owned subsidiary Precision Opinion. There are no restrictions on the ability of Precision Opinion to transfer funds to us.

As of March 31, 2018, we had cash and cash equivalents totaling $39,124 offset by aggregated current liabilities in the amount of $2,663,817.

We have a revolving line of credit agreement with a bank that provides up to $3,000,000 based on a percentage of account receivables that has been billed but not collected. In addition, we have a term loan in place of $1,250,000, which matures more than twelve months after March 2018.

Line of Credit. Precision Opinion entered into a two-year $3.0 million revolving line of credit with Heritage Bank of Commence (“HBC”) on September 13, 2017. The prime plus 4.0% line expires on September 13, 2019 and is secured by Precision Opinion’s cash, accounts receivable and intellectual property. Accordingly, Precision Opinion also moved its bank accounts to HBC. The HBC line of credit replaced a $2.0 million line of credit with Wells Fargo Business Credit that expired on October 20, 2017. The HBC line of credit provides for borrowings of up to 85% of our account receivable plus 70% of unbilled revenue. As of December 31, 2017, outstanding borrowings under the line of credit totaled approximately $2.5 million leaving approximately $0.5 million in borrowing availability.

On March 22, 2018, Precision Opinion and HBC entered into a modification agreement of the original terms of the line of credit to provide for relief as a result of non-compliance of its monthly asset coverage ratio as of December 31, 2017 and January 31, 2018 and its minimum EBITDA covenant as of December 31, 2017. Pursuant to the terms of the loan amendment, the interest rate increased from prime plus 2.5% to prime plus 4.0%. Further in consideration of the modification agreement, Mr. James T. Medick executed a personal guaranty covering the line of credit and Precision Opinion paid a $15,000 waiver and amendment fee. Since March 22, 2018, Precision Opinion has remained in compliance with terms of the line of credit.

On June 29, 2018, Precision Opinion and HBC entered into a second amendment to its loan and security agreement to provide for relief as a result of non-compliance of its monthly asset coverage ratio as of April 30, 2018 and its minimum EBITDA covenant as of March 31, 2018, and June 30, 2018. Pursuant to the terms of the second amendment, HBC agreed to forbear from exercising its remedies arising out of Precision Opinion’s non-compliance of its covenants until the earlier of (i) the occurrence of an event of default subsequent to the date of the second amendment and (ii) July 31, 2018. The forbearance set forth in the agreement is conditioned upon Precision Opinion’s trailing three (3) month EBITDA for the period ending June 30, 2018 being at least $200,000. In the event that Precision Opinion fails to satisfy this condition, the forbearance period shall automatically terminate, and HBC may exercise its rights under its loan agreement.

Pursuant to the terms of the second amendment, our line of credit was reduced from up to $3.0 million to up to $2.0 million, and the interest rate increased from 4.0% prime plus to 7.0% prime plus. Further, the borrowings under the line of credit was revised to be equal to 85% of our accounts receivable plus 65% of unbilled revenue. Further in consideration of the second amendment, on or before July 31, 2018, Precision Opinion shall (i) obtain a corporate guarantee of MR2 Group, Inc. in favor of HBC, (ii) raise a minimum of $5 million in equity directly or indirectly, and (iii) pay a transaction fee of $10,000 upon close of MR2 Group’s initial public offering. Lastly, Precision Opinion has agreed to limit its monthly payments under its Super G term loan to $25,000.

On July 31, 2018, Precision Opinion and HBC entered into a third amendment to its loan and security agreement to provide for relief as a result of non-compliance of its covenants as set forth above. Pursuant to the terms of the amendment, HBC agreed to (i) an extension of its forbearance period to August 31, 2018. In consideration of the agreement, on or before August 31, 2018, Precision Opinion shall (i) obtain an unconditional corporate guarantee of MR2 Group, Inc. in favor of HBC and (ii) deposit at least $5 million in cash in HBC upon close of MR2 Group’s initial public offering.

Term Loan. On September 19, 2017, Precision Opinion entered into a $1,250,000 term loan with Super G Capital, LLC (“Super G”). The term loan has a term of 18 months with interest payable monthly at a monthly rate of 3.59%. The term loan is secured by all of Precision Opinion’s assets, other than cash and accounts receivable. The proceeds from the term loan were used to fund a settlement agreement between SHC and Precision Opinion (Note 10 to the Consolidated Financial Statements) and provide working capital. The outstanding balance of the term loan as of December 31, 2017 was approximately $1.23 million.

On January 25, 2018, Precision Opinion obtained an additional working capital advance under the term loan of $175,000. As part of the loan modification with HBC in March 2018, Super G agreed to extend the term of the term loan to August 15, 2018.

On July 6, 2018, following a default in payment to Super G under its term loan and to HBC under its line of credit, Precision Opinion entered into a forbearance agreement with Super G. The forbearance agreement provides for an extension of the period in time in which we have to satisfy past due amounts owed to Super G and HBC. The forbearance period terminates on the earlier of August 15, 2018 and the occurrence of a forbearance termination event, which includes, but is not limited to, the occurrence of an event of default, other than existing events of default as of July 6, 2018, the breach of any representation or warranty set forth in the forbearance agreement, and the failure to comply with any condition or covenant of the forbearance agreement. The forbearance agreement further provides that on or before August 15, 2018, we must pay an amount equal to the sum of (i) $240,000, plus (ii) any other repayments, fees, interest or other amounts that are due or that may become due and payable during the forbearance period, exclusive of the additional 5% interest change as set forth in the term loan agreement; provided, however, that if payment is made on or before August 15, 2018, Super G shall waive its right to demand payment of the additional 5% interest charge. Further in consideration of the forbearance agreement, Precision Opinion agreed to pay to Super G a non-refundable forbearance fee in the amount of $25,000, which shall be paid on the earlier of (i) the forbearance period termination date and (ii) August 15, 2018.

New Credit Facility Commitment. Effective August 2 , 2018, we entered into new business loan agreement s with Bank of Nevada , a division of Western Alliance Bank (“Bank of Nevada”) to replace the existing line of credit with HBC and the term loan with Super G. The loan agreement s become effective upon close of the offering. The terms of the Bank of Nevada loan agreements provide for lower interest expense compared to both Heritage and Super G. In addition, under the terms of the Bank of Nevada loan agreements, we will be allowed to pay dividends.

Based on the reduced interest expense of the Bank of Nevada term loan agreement, our interest expenses for the period September 19, 2017 to June 30, 2018 would have been $54,025 which is $359,186 less than what Super G actually billed Precision Opinion for interest expense.

Based on the reduced interest expense of the Bank of Nevada line of credit agreement, our interest expenses for the period September 19, 2017 to June 30, 2018 would have been $54,185 which is $41,299 less than what HBC actually billed Precision Opinion for interest expense.

New Line of Credit. On August 2, 2018, we entered into a one-year $2.25 million revolving line of credit with Bank of Nevada (the “New LOC”) to replace the existing line of credit with HBC. The New LOC, as evidencing by a promissory note, has a variable interest rate based on the prime rate as published by the Wall Street Journal. The initial prime plus rate is 5.0% per annum. The New LOC is secured by the Company’s certificate of deposit account w i th Bank of Nevada, as evidenced by an assignment of deposit account agreement. The New LOC evidenced by the promissory note is contingent upon the Company depositing at least $2,278,125 into the Company’s deposit account at Bank of Nevada, which shall be held as collateral for the New LOC.

New Term Loan. On August 2, 2018, we entered into a $1.8 million term loan with Bank of Nevada (the “New Term Loan”) to replace the existing term loan with Super G. The New Term Loan, evidenced by a promissory note, has a term of 36 months with interest payable per annum at a rate of 5.703%. The New Term Loan is secured by the Company’s certificate of deposit account with Bank of Nevada, as evidenced by an assignment of deposit account agreement. The New Term Loan evidenced by the promissory note is contingent upon the Company depositing at least $1,824,750 into the Company’s deposit account at Bank of Nevada, which shall be held as collateral for the New Term Loan.

Dividends. Pursuant to such agreements, the payment of dividends is prohibited. We have obtained the consent of Super G for the payment of the first year of dividends. HBC has consented to the payment of the first year of dividends; provided, however, that the Company may not utilize the net earnings of Precision Opinion in paying such dividends. Management has entered into new loan agreements with Bank of Nevada that become effective upon funding of the initial public offering. The new Bank of Nevada loan agreement allows for the payment of dividends. Based on current operating conditions and trends, management intends to pay the quarterly dividends from earnings and cash flow. Should there be insufficient cash flow from operations, management will use proceeds from the offering to fund any shortfall for any declared dividend.

Other liquidity matters. During the first quarter of 2018, the Company experienced unexpected cash flow challenges partially due to costs incurred in connection with its planned offering, lower revenues as a result of project timing, and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

On July 31, 2018, Precision Opinion entered into a 3-year contract with CenturyLink Communications, LLC (“CenturyLink”) to provide telephone and internet services for Precision Opinion’s data collection services. The CenturyLink contract replaces an existing agreement with TPX Communications (“TPX”), and provides for lower costs compared to the TPX agreement. Based on the terms and pricing of the CenturyLink agreement, Precision Opinion’s telephone and internet expenses for the period July 1, 2017 to June 30, 2018 would have been $210,939.41 which is $434,559.49 less than what TPX actually billed Precision Opinion for those services.

Management believes that the new credit facility with the Bank of Nevada will improve the Company’s liquidity and results of operations. In addition, the new agreement with CenturyLink will improve liquidity and the Company’s results of operations. Management believes the proceeds from this initial public offering, together with cash flow from operations and additional borrowings under its credit facility, will be adequate to fund operations and our internal and external expansion plans for at least for the next twelve months.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods addressed in this prospectus:

	For the years ended December 31,						For the three months ended March 31, (unaudited)
	2017			2016			2018			2017
Net cash provided by (used in):
Operating activities	$	(1,202,169	)	$	713,980		$	1,068,146		$	272,293
Investing activities		(153,202	)		(1,973,964	)		(11,272	)		(20,249	)
Financing activities		1,854,501			1,106,835			(1,519,032	)		(241,374	)
Net increase (decrease) in cash		499,130			(153,149	)		(462,159	)		10,669

Net Cash used in Operating Activities

Net cash used in operating activities was approximately $1.2 million for the year ended December 31, 2017 as compared to approximately $0.7 million in cash provided for the year ended December 31, 2016. The decrease of $1.9 million, or 263%, in net cash provided by operating activities primarily results from: (i) a $1.0 million decrease in net income as adjusted for non-cash items in 2017 as compared to 2016; (ii) a $0.2 million increase in depreciation and amortization; (iii) a $2.1 million decrease in a bargain purchase gain; (iv) a $1.0 million increase in accounts receivable; (v) a $0.1 million increased in unbilled receivables; (vi) a $0.2 million increase in prepaid expenses; (vii) a $2.5 million decrease in accounts payable; and (viii) a $1.4 million decrease in customer deposits.

Net cash provided by operating activities was approximately $1.1 million for the three months ended March 31, 2018 as compared to approximately $0.3 million for the three months ended March 31, 2017.

Net Cash used in Investing Activities

Net cash used in investing activities for the fiscal year ended December 31, 2017 was $0.2 million, representing a decrease of $1.8 million compared to fiscal 2016 primarily because in 2016 $1.3 million was used to acquire SHC and $0.5 million was used to acquire property and equipment.

Net cash provided by investing activities was negligible for the quarters ended March 31, 2018 and March 31, 2017. Cash flows from investing activities in the first quarter of 2018 and 2017 were primarily attributable to purchases of plant, property and equipment.

Net Cash used in Financing Activities

We generated approximately $1.9 million of cash from financing activities during fiscal year ended December 31, 2017, as compared to $1.1 million during the fiscal year ended December 31, 2016.

Net cash provided by financing activities was approximately $1.5 million for the three months ended March 31, 2018 as compared to approximately $0.2 million for the three months ended March 31, 2017. Cash flows from financing activities was primarily attributable to repayment of certain debt instruments and proceeds from new debt instruments in both the first quarter of 2018 and 2017, but for differing amounts in each period.

Off Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “variable interest entities.”

Contractual Obligations

The following table summarizes our contractual obligations for the year ended December 31, 2017:

	Payments due by period ⁽¹⁾
			Less than 1		1 to 3		3 to 5
Contractual Obligations	Total		Year		Years		Years
Long-Term Debt Obligations ⁽²⁾	$	7,391,792	$	4,982,309	$	2,409,483	$	-
Capital (Finance) Lease Obligations		115,966		95,757		20,209		-
Operating Lease Obligations		138,543		60,477		78,066		5,024
Purchase Obligations		-		-		-		-
Other Long-Term Liabilities Reflected on our Balance Sheet		-		-		-		-

(1)	Includes interest payments.
(2)	Includes the Loans Payable to Stockholders, Line of Credit, Term Loan, Settlement Liability Payable and Contingent Consideration Payable. Assumes a prime rate of 4.75%.

Inflation

In general, we believe that inflation could have a negative impact on our operating expenses. We believe that inflation has not had a significant impact on our results of operations nor do we expect inflation to have a significant impact on our operations.

Adequacy of Facilities

Management is negotiating for additional office space located within the office complex of its current leased facilities of approximately 3,000 square feet for MR2 Group. The lease of this additional space will run concurrently with its current lease that expires December 31, 2019.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF MAi RESEARCH

The following discussion and analysis of the financial condition and results of operations of MAi Research is presented for supplemental analysis only, should be read in conjunction with the consolidated financial statements of MAi Research and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. The results of operations presented below are not included in the results of operations of the Company.

Overview of MAi Research

Since 1982 MAi Research, has been delivering accurate, actionable research to some of the most successful companies in the world. MAi Research provides actionable information to its clients allowing them to promote their brands and better understand their customers by using proven research methodologies, innovative analytic techniques, and the insight of its experience.

MAi Research’s commitment to excellence has led it to develop new approaches to research methodologies, questionnaire design, analytical data techniques, and new research applications. MAi Research invests in its business so it can better serve its clients to ensure their success in brand marketing and communication and in developing new and existing products.

MAi Research clients rely on MAi Research’s experience to provide them with actionable information to support key business decisions such as:

	●	learning which opportunities are worth investing in;

	●	developing and identifying winning brand and marketing concepts;

	●	optimizing and evaluating products and product features/elements; and

	●	sharpening customer/shopper insights.

MAi Research provides true custom research for their clients. MAi Research develops custom market research solutions to address each client’s challenges, however complex or routine. MAi Research focuses on strengthening the connection between its client’s brands and their customers by helping craft more impactful messaging and create more fulfilling products. MAi Research’s techniques have been applied across categories and targets -- from product-oriented to service-oriented and from consumer-focused to business-focused. From start to finish, MAi Research engages with their clients to fully understand what their clients need to know – and then develop and propose a research solution that will provide the answers its clients need and when they need them. MAi assigns an executive to work with each client through every phase of a study, from questionnaire design through final presentation, providing its clients with a clear direction and a specific plan of action.

●

For each project MAi Research strives to deliver:

Creativity: Creative study designs suited exactly to each client’s research objectives;

Innovation: A variety of cutting edge research methodologies including proprietary tools;

Expertise: Collaboration with its experienced market researchers;

Quality: Focus on quality control;

Insight: Insight in to its client’s customers that tells the story behind the data clearly, concisely, and insightfully; and

Passion: MAi Research presents each project’s results by engaging its clients in dynamic and productive discussion to determine how to implement the project findings.

MAi Research has conducted research with a wide variety of Fortune 500 clients across; consumer packaged goods, cosmetics, financial services, media, pharmaceuticals, retail and technology. Their clients are both domestic and multinational corporations including: Mexico, Latin America, Brazil, Asia, Australia, the Middle East and Eastern and Western Europe.

MAi Research provides Brand Strategy services to its clients. Its focus under Brand Strategy is to build a connection between its clients and their customers that incorporates the rational, emotional, and personal closeness elements that drive customer predispositions. This requires getting the right messages to the right people at the right time and in the right sequence.

MAi Research’s Brand Strategy is broken into five modules:

	●	Listening to their client’s customer/consumer – using a fusion of open-ended and closed-ended questions to elicit their client’s customers’ unfiltered perceptions, revealing their category associations, expectations, and barriers. In addition, MAi Research’s use of advanced text analytics allows them to group the words people use into themes using the context of their full answers and to connect this qualitative data to a quantitative driver’s analysis. The end result for a client is an Engagement Index that depicts purchasing decisions in the category, drivers of those purchase decisions, and how the verbatims link to those drivers.

	●	Engage – providing their clients with a comprehensive understanding of how customers/consumers make brand choices: how they think, how they feel, and how they form connections by utilizing Bayesian Modeling. Bayesian Modeling allows MAi Research to develop in-depth drivers’ analyses and drivers-of-drivers analyses, which help discover connections between rational, emotional and personal connection benefits. This allows MAi Research to provide their clients with actionable information which determines consumers’ drivers of choice and their needs and wants that motive consumer’s preferred action.

	●	Optimize – using modeling technologies MAi Research is able to tune a message to its client’s audience by connecting the message’s overall performance to its brand identity and individual messaging components by utilizing a combination analytical approaches, including predictive modeling, advanced text analytics, and choice-based modeling. MAi Research then custom-builds desktop simulators so its clients can experiment with different messaging combinations and immediately see the potential opportunity.

	●	Connect – MAi Research refines targeting metrics to continuously deliver the best message to each individual in the audience. This micro-targeting approach increases efficiency for each client and the impact of its messaging.

	●	Perfect - over time, there is a need to refine messaging based on actual results in the real world. This refinement encompasses not only the messaging content, but also the strategy itself, based on competitive actions. By applying a forward-looking tracking process, MAi Research can identify for its clients upcoming trends, learn their impact on purchasing decisions and usage occasions, and anticipate your brand’s opportunities and vulnerabilities. MAi Research believes this transforms tracking from a rearview-mirror methodology to an active and dynamic refinement process, keeping a customer’s message and brand identity on track.

Major clients of MAi Research services include; Pepsi, Budweiser, Kellogg, Kraft Heinz, Oscar Mayer, Clorox, Colgate, Revlon, Loreal, Crayola, Foster Farms, MasterLock and Bayer.

Significant Accounting Policies and Estimates – MAi Research

Our management’s discussion and analysis of MAi Research’s financial condition and results of operations is based on MAi Research’s audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements (See Note 2 to the Consolidated Financial Statements for the years ended December 31, 2017 and 2016), as well as the reported revenue generated and expenses incurred during the reporting periods. Estimates are based on MAi Research’s historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. Management believes that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Property and Equipment.

Fair Value Measures.

Revenue Recognition.

MAi Research generates revenues from delivering market research analysis, as specified by each customer and executes contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured

Income Taxes.

As MAi Research is structured as an LLC, its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Therefore, no provision is made for federal or state income taxes as the members are liable for such taxes.

MAi Research annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions MAi Research takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by MAi Research in its tax returns.

Recently Issued Accounting Pronouncements Not Yet Effective – MAi Research

GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. MAi Research considers the applicability and impact of all ASUs. While management continues to assess the possible impact on MAi Research’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on MAi Research’s financial statements and disclosures and is currently evaluating the potential impact:

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. In January 2018, Mai Research adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

Results of Operations – MAi Research

For the three months ended March 31, 2018 and 2017

The following table summarizes the results of MAi Research’s operations during the three months ended March 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three months ended March 31, 2018 to the three-month period ended March 31, 2017:

	For the three months ended March 31, (unaudited)					Increase			Percentage Increase
	2018			2017		(Decrease)			(Decrease)

Revenues	$	842,300		$	1,995,303	$	(1,153,003	)		(57.79	)%

Operating expenses:
Production Costs		407,694			838,612		(430,918	)		(51.38	) %
Selling, general, and administrative		704,483			721,586		(17,103	)		(2.37	) %
Depreciation and amortization		1,067			829		238			28.83	%
		1,113,244			1,561,027		(447,783	)		(28.69	)%

Operating income (loss)		(270,944	)		434,276		(705,219	)		(162.39	)%

Other income (expense):		(5,344	)		3,796		(9,140	)		(240.75	)%

Net income (loss)	$	(276,287	)	$	438,072	$	( 714,359	)		(163.07	)%

Total Revenue

Revenue decreased for the three months ended March 31, 2018; however, this decrease is not reflective of a loss in the customer base of MAi Research. The decrease is primarily attributable to delays in client initiation of projects, as well as changes in client marketing plans that delay and/or change goals and objectives of research projects. This is typical historically, as custom research companies respond to tactical and strategic needs which are generally unpredictable. Nevertheless, our clients continue to conduct key research projects and in most years a slowdown in one part of the year is made up in the latter parts of the year. As such, management anticipates revenue will increase the due to the timing of such projects during the remaining months of 2018.

Operating Expenses

MAi Research’s production costs are primarily comprised of purchases of population samples, questionnaire programming and hosting, and commissions paid to employees and independent contractors responsible for the specific client project. MAi Research’s production costs decreased by a similar percentage of revenue during the three months ended March 31, 2018, as these costs are primarily directly tied to revenue earned. For example, as revenues decrease, the amount spent on purchases of population samples programming also decreases. Given the variable nature of the production costs and their relationship with revenues, we anticipate that production costs will also increase in the remaining months of 2018.

Selling, general and administrative expenses stayed relatively consistent.

For the years ended December 31, 2017 and 2016

The following table summarizes the results of MAi Research’s operations during the years ended December 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

	For the years ended December 31, (audited)						Increase		Percentage Increase
	2017			2016			(Decrease)		(Decrease)

Revenues	$	6,139,728		$	5,306,472		$	833,256	$	15.70	%

Operating expenses:
Production costs		2,472,634			1,905,703			566,931		29.75	%
Selling, general, and administrative		3,017,362			2,880,444			136,918		4.75	%
Depreciation and amortization		3,618			2,524			1,094		43.34	%
		5,493,614			4,788,670			704,944		14.72	%

Operating income		646,113			517,801			128,312		24.78	%

Other income (expense):		(10,489	)		(11,019	)		530		(4.81	)%

Net income	$	635,624		$	506,782		$	128,842		25.42	%

Total Revenue

Revenue increased due to the maintenance of MAi Research’s existing business, as well as the attainment of new business. Further, t he increase in revenues compared to the prior period is attributable to favorable timing of customer projects, resulting in a nearly $1 million increase in revenues during 2017 .

Operating Expenses

Production costs increased due to an increase in revenue generated. MAi Research’s production costs are primarily comprised of purchases of population samples, questionnaire programming and hosting, and commissions.

Selling, general and administrative expenses stayed relatively consistent.

Liquidity and Capital Resources – MAi Research

As of March 31, 2018, MAi Research had cash totaling $588,519, offset by aggregated current liabilities in the amount of $1,093,420.

MAi Research has a revolving line of credit agreement with a bank that provides up to $500,000 based on a percentage of account receivables.

MAi Research has historically financed its operations primarily through funds generated from operations. Analytics revenues are largely attributable to repeat customers and are typically 50% payable in advance of commencement of services performed.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods set forth below:

	For the years ended December 31,						For the three months ended March 31, (unaudited)
	2017			2016			2018			2017
Net cash provided by (used in):
Operating activities	$	713,939		$	238,919		$	15,470		$	193,425
Investing activities		(3,773	)		(4,515	)		(1,471	)		-
Financing activities		(535,888	)		(58,158	)		(150,740	)		(21,581	)
Net increase (decrease) in cash	$	174,278		$	176,246		$	(136,741	)	$	171,844

Net Cash used in Operating Activities

Net cash provided by operating activities was negligible for the quarter ended March 31, 2018 as compared to approximately $0.2 million for the three months ended March 31, 2017. The cash flows from operations in 2018 were primarily attributable to (i) a net loss of $0.3 million (ii) a $0.7 million decrease in accounts receivable, (iii) a $0.1 million decrease in other accrued liabilities, and (iv) a $0.3 million decrease in unearned revenue. The cash flows from operations in 2017 were primarily attributable to (i) a net income of $0.4 million (ii) a $0.2 million decrease in accounts receivable, (iii) a $0.1 million increase in prepaids and other assets, (iv) a $0.3 million decrease in accounts payable, (v) a $0.2 million decrease in other accrued liabilities, and (vi) a $0.4 million decrease in unearned revenue.

Net cash provided by operating activities was approximately $0.7 million for the year ended December 31, 2017 as compared to approximately $0.2 million for the year ended December 31, 2016. The cash flows from operations in 2017 were primarily attributable to (i) a net income of $0.6 million (ii) a $0.3 million decrease in accounts receivable, and (iii) a $0.2 million decrease in accounts payable. The cash flows from operations in 2016 were primarily attributable to (i) a net income of $0.5 million (ii) a $0.6 million increase in accounts receivable, (iii) a $0.1 million increase in accounts payable, and (iv) a $0.1 million increase in unearned revenue.

Net Cash used in Investing Activities

Net cash used in investing activities for the fiscal three months ended March 31, 2018 was consistent with the comparable period in the prior year. Such investing activities represented the minimal purchase of property and equipment.

Net cash used in investing activities for the fiscal year ended December 31, 2017 was consistent with the prior year. Such investing activities represented the purchase of property and equipment.

Net Cash used in Financing Activities

MAi Research used approximately $0.2 million of cash from financing activities during the three months ended March 31, 2018, as compared to less than $0.1 million during the three months ended March 31, 2017. This increase was attributable to the amount of dividends paid to members in each year.

MAi Research used approximately $0.5 million of cash from financing activities during fiscal year ended December 31, 2017, as compared to $0.1 million during the fiscal year ended December 31, 2016. This increase was attributable to the amount of dividends paid to members in each year.

Off-Balance Sheet Arrangements – MAi Research

MAi Research does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “variable interest entities.”

Contractual Obligations – MAi Research

The following table summarizes MAi Research’s contractual obligations for the year ended December 31, 2017:

	Payments due by period
			Less than 1		1 to 3		3 to 5
Contractual Obligations	Total		Year		Years		Years
Short-Term Debt Obligations	$	342,742	$	342,742	$	-	$	-
Operating Lease Obligations		125,019		44,915		80,104		-

Inflation – MAi Research

In general, management believes that inflation could have a negative impact on MAi Research’s operating expenses. Management believes that inflation has not had a significant impact on MAi Research’s results of operations nor does it expect inflation to have a significant impact on its operations.

Adequacy of Facilities – MAi Research

Management believes that the current office facilities of approximately 2,000 square feet are adequate for MAi Research.

MR2 GROUP BUSINESS

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion, a full-service information research consulting firm with expertise in data-collection, research and analytics that commenced operations in 2007. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that companies, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. Our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

For over 20 years since the inception of Precision Opinion, we have advanced the practice of data-collection, market research and media audience measurement. We believe our industry expertise, client-focused offerings and experienced management team positions us well to continue leading and influencing the market research and consulting industries in the United States and provides us the opportunity to achieve the same status internationally. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect our clients’ sales. Our methodologies, practices and technological advancements have become deeply embedded into our clients’ workflow, which we believe is demonstrated by many of our long-term client relationships, multi-year contracts and high contract renewal rates. In 2017, revenue from repeat clients under contract represented approximately 94.5% of our total revenue, while the remaining 5.5% of our revenue is generated from one-off projects not subject to contract renewal. A majority of our long-term clients are government service clients, including the NORC, Research Triangle Institute and IMPAQ. Government service contracts and medical studies accounted for approximately 66% and 56% of our revenues during the years ended December 31, 2017 and 2016, respectfully.

We offer our clients multiple approaches to data-collection ranging from telephone calls, focus groups, online surveying, online panels, Multi-Mode and a combination of these approaches. Through our analytical group, we provide our clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

Our telephone data-collection call center offerings are not pre-set; we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC, which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have now increased our profit margins on the acquired SHC operations.

Below is a summary of the business activities that we carry out and how and why we segregate such activities.

Precision Opinion Business Operations

Telephone Data-collections - Based on the number of CATI stations that we operate, we are home to the second largest telephone data-collection call center in the United States, equipped with 650 VOXCO and CfMC CATI Command Center and Pronto dialer systems, which allows us to deliver what we believe is uncompromising data-collection and service to the research industry. Our TCPA-compliant telephone center’s high-tech capabilities allow real-time reporting to help keep our clients up-to-date with the progress of all of their research needs. Our telephone data-collections represented approximately 90% and 89% of our aggregate revenues during the years ended December 31, 2017 and 2016, respectively.

Our telephone call center provides clients ranging from corporations, to non-profit research organizations, to government agencies, to political pollsters, to entertainment, gaming and hospitality companies with the ability to directly collect data from individuals, families, consumers, constituents and businesses as to their beliefs and opinions on virtually any topic. We provide individuals the ability for their voice to be heard on various topics. We staff our telephone call center with highly trained research associates who call individuals or businesses, which our clients identify and we assemble, and ask them a series of questions in a computerized survey. The results of these completed surveys are amalgamated, and the data is provided to our clients. For some clients, we also analyze the data through our analytics team and provide these clients with the actionable findings from these completed surveys. The length of a survey can vary from a few minutes to 45 minutes or more, with the typical survey lasting for 10 to 20 minutes.

The topics and questions asked in these surveys range the full spectrum of current events, consumer preferences of distastes relating to a new product or service, opinions on medical services and even who they intend to vote for in the next election.

● Government and Medical Sectors. The government and medical sector is our largest “client group” for market research services, specifically, telephone data-collection. There is a constant demand from the government for research either directly, or through approved research organizations. Although government agencies also conduct their own market research, they often use private companies and non-profit organizations for research. We often contract with such entities who are working on behalf of federal, state and municipal government clients.

For example, various health and regulatory agencies commonly outsource market research services to design, tailor or measure the effectiveness of a public health or public information campaign. For our largest client, NORC, we provide a dedicated staff of approximately 250 employees including research associates, quality control staff and managers for a national tracking study for the CDC which we have been working on since 2001. For this tracking study, we are contacting by telephone, a predetermined list of families along with their medical providers and providing NORC the results of a complex 45-minute multi-step survey for each responding family.

We performed telephone data-collection services on a multi-year tracking study for the CDC through a subcontract with NORC, which we worked on for 10 years. This study complied data relating to children with special needs.

For RTI International, IMPAQ and Morpace, we have conducted multiple health and medical telephone data-collection studies over the last five years.

● Political Sector. The political sector is our second largest “client group” for market research services. Specifically, we provide political polling and the analysis of the public’s views on current events, election issues and other topical legislative matters. Over the years, we have completed hundreds of telephone political polling projects including providing the telephone polling for President Barack Obama’s campaign committee during his two Presidential elections, telephone polling for the Democratic National Committee during President Obama’s two terms of office, telephone polling for both Senate and House of Representative elections along with state and local elections and telephone polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential elections. We have several clients that rely on our expertise in political polling including BSG, Global Strategy Group, Edison Research, LHK Partners, Inc., Expedition Strategies and Abt Associates. Political research telephone surveys tend to be 10 to 25 minutes in length and are typically looking to gather information on certain types of qualified respondents. The questions asked generally include, whether you are a registered voter, did you vote in the last election, your age, political party affiliation and income levels.

● Corporate Clients. Corporate clients comprise our third largest “client group” for market research services. Businesses utilize our telephone data-collection expertise for research focused on various topics including asking questions about consumer preferences on existing products, what new products and services might consumers want, comparison of their product performance against competitor products and awareness of their brand. We also provide telephone surveys for businesses wanting to talk with other businesses about products, services, market conditions and other current topics. The information from these surveys provide businesses with information that they can use in budgeting corporate spending on advertising and marketing, capital expansion, acquisitions and other business-related issues. Examples of companies who we have performed such studies for include AARP, United Way, Bank of America, J.D. Power and Associates, and Marketcast.

Focus + Group Data-collection - Through Precision Opinion, we also operate Focus +, an award winning premier focus group facility located in Las Vegas. The Focus + facility comprises approximately 12,000 square feet including a 48-seat movie theatre and two focus group conference rooms. We are planning to relaunch our Focus + business which will support our other lines of business with potential new clients. In addition, we plan to strengthen our Focus + business through an online (digital) presence given the growth and expansion of social media and online data collection. Las Vegas has provided Precision Opinion with an excellent location for its Focus+ business as Las Vegas provides our potential clients with a large cross section of the United States population to participate in focus groups due to Las Vegas being a major tourist destination. In addition, our Focus+ facility is able to draw businesses either exhibiting or attending the large number of trade show and conventions to utilize our facility for focus groups as our facility is surrounded by over 11.5 million square feet of tradeshow and convention space.

For example, in our Focus + groups we work with movie studios seeking to gauge audience reactions to new movie ideas, trailers for new movies, and new reporters and anchors in television studios. We also work with consumer product companies seeking to test their products including new frozen foods, beer taste test, new e-cigarettes, new cigarette brand/flavors, new product packaging, and new website design and functionality. We also work with casinos and resorts seeking to enhance guest engagement to gauge satisfaction and compile opinions on their respective properties, food offerings and many other topics.

Other specialty services that we offer through our Focus + groups include law firms seeking to utilize mock juries to test their client’s legal court case as well as holding live panels during political debates and tracking respondent’s opinions live based on what they are seeing and hearing.

Online Data-collection - We launched our online survey and panel business in 2014 to increase our service offerings and adapt to the ever-evolving market. We developed our online and internet device agnostic survey platform to allow respondents to participate in surveys no matter their device – smart phone, tablet, iPad, PC or Apple-based computers. Unlike other online survey platforms, our main focus is on the quality of the information we provide to our clients. We plan, develop and implement both proprietary and probability-based panels for our clients. We have developed safeguards to protect the reliability of our data-collection. Through this group, we develop customized panels and online surveys based on our clients’ particular needs, making our offerings unique compared to other players in the market.

With our online group, we develop surveys that respondents can answer and respond to using their smart phone, tablet, iPad, PC or Apple based computers wherever they are and whenever they would like to participate. Online respondents have shown an inclination to participate in surveys. The ease of and respondent’s ability to take an online survey wherever they are makes this a very popular approach for our clients. Whether a client is looking for a point time reaction to products, services or current events or wants to track consumer behavior over weeks, months or any combination, we believe that the online services we provide offer our clients the actionable information they are looking for.

Analytics – Our analytics group combines all of Precision Opinion service offerings and packages them into an information center that helps our clients receive analysis on feedback that reaches deeper and ultimately provides them with information that is actionable. The Analytics team focuses on providing our clients an integrated service approach, as well as having expertise in the hospitality industry and community-based quality of life analysis.

For example, with Precision Opinion’s largest client, NORC, Precision Opinion provides a dedicated staff of research associates and management team who are working under a multi-year contract. Under this subcontract, Precision Opinion interviews respondents identified by NORC seven days a week in order to obtain specific medical information on behalf CDC for a multi-year tracking study.

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision’s contract with NORC, which runs through February 2019, provides for annual renewals during the 5-year period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

For its clients Morpace and ICF, Precision Opinion provides services under a contract for a specific study with a specified time period, number of completed surveys and specific number of dialing attempts for each respondent. These types of studies are typically completed within two to six months. Under these types of contracts, clients provide both the survey and specific respondents they are targeting, and Precision Opinion then manages the contract based upon the timeframe, required numbers of completed surveys, required number of dialing attempts and dispositions. Under these contracts, Precision Opinion recognizes revenue as the collected data is delivered to the client or by the actual number of hours provided by Precision Opinion under the contract. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its client BSG, Precision Opinion provides services under an MSA that sets forth the general terms of the work to be performed by Precision Opinion on behalf of BSG. On February 5, 2018, Precision Opinion and BSG entered into a new MSA which replaced the previous MSA entered into in July 2016. Under the new MSA, BSG prepaid Precision Opinion for a certain number of interview hours to be provided by Precision Opinion. This prepayment of services is recorded as a liability on our balance sheet as unearned revenue. As of March 31, 2018, the unearned revenue associated with BSG is approximately $407,893. For each specific project under the MSA, BSG issues a SOW. With each SOW, BSG outlines specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completes surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided and reduces the unearned revenue accordingly. This is the only client that has prepaid for Precision Opinion’s services.

For other clients, such as Global Strategy Group and Expedition Strategies, Precision Opinion performs services based upon specific terms set forth in a SOW issued by the client. With each SOW, clients outline specific requirements of the project, as well as the survey, specific respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days). Upon completion of each SOW, Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or the rate for each completed survey.

The Reorganization

We have recently created two new wholly-owned subsidiaries: Turning Point and MR2 Life. The Reorganization will occur prior to the effective date of this offering. We believe the Reorganization will provide MR2 Group with the necessary structure to grow our business as follows:

	●	Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

	●	MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use approximately $1,343,893 of the net proceeds of this offering to fund our MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. The future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

	●	Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated a full-service information research consulting firm with expertise in data-collection (telephone, focus groups, online) research, consulting and analytics.

Industry Background

The industry’s markets can be divided into three broad segments (1) providers of consumer goods and services wishing to measure and understand their market; (2) providers of media and advertising wishing to measure and understand their viewers; and (3) government institutions and political candidates wishing to measure and understand their constituents.

The U.S. market research industry is a more than $19.8 billion revenue market as of 2016 and has experienced an average annual growth rate of 0.3% since 2011. According to a study conducted by FuelCycle Research, it is anticipated that the annual growth rate will double in size by the year 2020. After suffering in 2012 and 2013, the industry has benefited from a series of economic and consumer trends. First, increases in disposable income and consumer spending have caused companies to reinvest in expanding their product pipelines. Consequently, since 2013, many companies have allocated more money to marketing and advertising budgets and industry revenue has increased accordingly. Companies are spending more on research and development, which has furthered growth in the market because products often undergo extensive market research before their launch.

In the past five years, strong increases in consumer spending and steadily rising advertising expenditures propelled industry revenue. In addition, research and development budgets have been expanding solidly through 2016, which helped industry revenue rise 2.4% in 2016, as corporations hire market research firms to assess the public’s receptiveness to new products and services. Although there can be no assurance, this expansion of R&D budgets is expected to continue as the economy expands.

Consolidation and Improving Profit

The market research industry has experienced increased merger and acquisition activity over the past five years. In 2013, the FTC granted approval to Nielsen, the industry’s largest company, to acquire another large industry player, Arbitron. While there has been consolidation in the industry, the market remains fragmented with small players. The number of market research enterprises total 42,525 as of 2016. We intend to take advantage of this fragmentation by seeking to acquire select smaller players that can expend our service offerings.

Growth Opportunities

Opportunities for market researchers to measure online audiences have significantly increased over the past five years, which will be a point of emphasis for us moving forward. The rapid expansion of new media is providing market researchers with innovative ways to interact with and study consumer opinions. Many companies now allow consumers to provide ratings, comments and feedback for products online. As more consumers use social networking sites, companies have gained additional means of engaging consumers in conversations about products. The ability to directly converse with clients can improve a company’s understanding of their clientele’s wants and needs. Many industry players have acquired or invested in companies that specialize in new media and related technology. Over the next five years, our management believes that more individuals will utilize new media. Consequently, market research companies that invest in technology to measure and analyze the habits of online clients will be better equipped than those that continue to rely on traditional methods.

We believe the market research industry is also expected to remain strong due to the continued usage of phone call center infrastructures. According to a 2017 report from the AAPOR Task Force on “The Future of U.S. General Population Telephone Survey Research,” the AAPOR Task Force “anticipates that the telephone will remain an important mode for surveying the general public of the United States for many years to come.” Based on the AAPOR Task Force’s findings and our interactions with clients, we expect that the majority of government-related research on health, medical, and related fields will continue to require phone research as a major component of the necessary primary research. Additionally, growth in online research is expected to continue to grow as will the use of Multi-Mode research. The ability to use Multi-Mode research helps provide a better picture of individual preferences and market trends as both forms of research provide complementary, yet distinguishable information. Companies like us that provide Multi-Mode research will be able to provide greater value to their clients and will be able to grow alongside the industry.

Key Drivers

Consumer Spending. Consumer spending typically serves as a proxy for the health of consumer markets. As a result, sales tend to rise when consumer spending increases; as sales increase, businesses are more likely to raise their marketing budgets when launching new products and services. Consumer spending is expected to grow in 2017 and beyond. Consumer and research spending is rightly linked for most companies. Research and development expenditure is expected to increase during 2017 and beyond, representing a potential opportunity for the industry.

Products & Services Segmentation. Market research can be broadly divided into two forms of measurement and interpretation: quantitative research and qualitative research. According to a 2014 report by ESOMAR, a global association for market, social and opinion research, about 74.0% of global research spending is currently dedicated to quantitative, survey-based research, with the remainder being dedicated to qualitative research.

Quantitative Research. In this industry, quantitative market research is used for the collection and analysis of data to measure consumers’ response to a product, issue, campaign or related phenomenon. The quantitative process often starts as a survey and is quickly converted into a numerical format. For example, a beverage company may ask a group of potential clients to rate its new soda as either excellent, good, average or poor. These responses will be numbered on an interval or Likert scale, which allows for statistical analysis of the information. Traditional methods of obtaining quantitative survey data include research by phone, which accounts for an estimated 5.0% of industry revenue in 2016, research by mail (1.0% of revenue) and a large proportion of public opinion polling (5.0%). During the past five years, quantitative research has changed significantly with the application of new technology and the ability to link various databases. This has increased the sophistication of techniques used by market research firms.

Qualitative Research. Qualitative research attempts to explain how and why consumers make decisions and accounted for 19.0% of industry revenue in 2016. Qualitative research is typically performed through a combination of personal interviews; the most popular method is a focus group, commonly used for product testing and as a means of ascertaining why clients purchase certain products. To ensure the researchers receive a variety of information, a facilitator moderates participant reaction so that one or two individuals do not dominate the focus group. At times, the organizer and client will observe the paid participants through a one-way mirror, and these sessions are usually recorded with audio or video. Industry sources contend that focus groups’ value lies in their ability to provide insights into emotional responses that cannot be obtained from statistical analysis. Focus groups can also be used to define and refine adve

MR2 Group, Inc. S-1/A