As filed with the Securities and Exchange Commission on October 4, 2006
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARKET DATA CONSULTANTS, INC.  (Name of small business issuer in its charter)
DELAWARE	8742	98-0485299
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Rm 1901-2, Lucky Building 39 Wellington Street, Central, Hong Kong 852-2802 8663 (Address and telephone number of principal executive offices and principal place of business)
Gary S. Joiner, Esq. Frascona, Joiner, Goodman & Greenstein, P.C. 4750 Table Mesa Drive, Boulder, Colorado 80305 (303) 494-3000 (Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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 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 [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [   ]

-  i -

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per Share (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock	200,000	$0.50	$100,000	$10.70
(1)  This price was arbitrarily determined by Market Data Consultants, Inc. (2) Estimated only for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

-  ii -

PROSPECTUS

MARKET DATA CONSULTANTS, INC.

200,000 SHARES

COMMON STOCK

This prospectus relates to the offer and sale of up to 200,000 shares of our common stock at a price of $0.50 per share. We will offer and sell a total of up to 200,000 shares on a “best efforts” basis directly through our officers and directors who will not receive any commissions or remuneration for selling the shares.  Individual investors are not required to purchase any specified minimum number of shares.  There is no minimum total number of shares which must be sold in this offering, and no arrangements to place any of the proceeds of the offering in escrow. The offering will terminate upon the earlier of (i) the first anniversary of the date of this prospectus, (ii) the date on which all 200,000 shares have been sold, or (iii) the date on which we elect to terminate this offering. We can terminate this offering at any time.  We will provide notice of the termination of this offering in our periodic report filings.  The shares will not be offered through an underwriter and there are no minimum purchase requirements.  Net proceeds from sale of shares will be immediately available to us.

There is currently no trading market for our securities.

Investing in our common stock involves substantial risks, and investors should not buy these shares unless they can afford to lose their entire investment.

Please see “Risk Factors” beginning on Page 4 to read about certain factors you should consider before buying shares of 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 adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

	Offering Price	Commissions	Proceeds Before Expenses and Commissions
Per Share	$0.50	None	$0.50
Total	$100,000	None	$100,000

The date of this prospectus is _________________, 2006

Information contained herein is subject to completion or amendment.  A registration statement relating to these securities has been filed with the Securities and Exchange Commission.  These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

-  iii -

Table of Contents

Until 90 days after the effective date, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

-  iv -

SUMMARY

This summary does not contain all the information that may be important for your consideration in investing in these securities. It only highlights selected information in this prospectus. You should read the entire prospectus carefully, including, but not limited to, the “Risk Factors” section, the financial statements and other related notes to those statements before making an investment decision.

Market Data Consultants, Inc.

Rm 1901-2, Lucky Building

39 Wellington Street, Central, Hong Kong

852-2802 8663

THE COMPANY

Market Data Consultants, Inc., (“we”, “us”, “our”, “MDCI”) was incorporated in the State of Delaware on December 15, 2006. We are a development stage company formed to explore business opportunities and provide consulting services to business partners.  Our executive office is located at Room 1901-02, Lucky Building, 39 Wellington Street, Central, Hong Kong. The authorized capital of MDCI consists of 80,000,000 shares of $0.001 par value common stock.

On February 1, 2006, MDCI entered into an agreement (the “Agreement”) with Market Data Consultants Limited (“MDC Limited”), a British Virgin Islands corporation, in which MDC Limited agreed to resell a market data management software product called INFOmatch (the “Product”). MDC Limited acquired the right to license the Product from a Netherlands-based company called Screen Consultants (“Screen”) on November 7, 2005. The Product is a software package that identifies and organizes costs for items related to information services used by professional investors in the financial investment industry.

Under the Agreement, MDCI will introduce MDC Limited to new business opportunities by locating potential customers of the Product within Hong Kong, Singapore, Australia, Taiwan, and China.  Because MDCI is most familiar with the Hong Kong market, it will focus on the Hong Kong region first. MDCI will also provide consulting services to MDC Limited. We will conduct research on market information, on statistical data, and on performance of companies that provide market data consulting services within the region and will provide analysis and reports to MDC Limited. Such research will be used to assist MDC Limited’s management in better understanding the market trend for strategic planning purposes. We are also responsible for designing the marketing and promotional plans to market the Product for MDC Limited.

MDCI will market the Product to Hong Kong firms that would likely be interested in the service.  MDCI will then refer the interested firms to MDC Limited.  As stated in the Agreement, MDCI is entitled to receive a commission of 40% of the total contract value for any new client whom MDCI brings to MDC Limited. Additionally, provided that MDCI submits all marketing documents required by MDC Limited, as identified below, MDCI will receive a consulting fee

- 1 -

of $200,000 from MDC Limited during the first year of the Agreement. . The consultancy fee of $200,000 includes the costs of research and analysis of market data, the provision of market analysis reports, the design of marketing and promotional plans and the drafting of a Memorandum of Information. The Memorandum of Information is a marketing document that will be used to locate software development houses.

Our president and director, Mr. Wilson Cheung, has numerous contacts within the financial investment industry.  Mr. Wilson Cheung will contact representatives within the financial investment industry who have control over the market data management system in their respective companies and advise them on the merits and benefits of using the Product.

Because we are in the early stage of the business, we have not yet earned any revenues from our operations. As of May 31, 2006, we had $2,283 in cash and cash equivalents on hand and current liabilities of $6,552. As of May 31, 2006, we had a working capital deficit and stockholders’ deficit of $4,269. From our inception on December 15, 2005 through May 31, 2006, we have incurred cumulative net loss of $5,872. We ascribe our net loss to having no revenues to offset our expenses from the professional fees related to the creation and operations of our business.  We voluntarily elected to become subject to the periodic reporting obligations of the Securities Exchange Act of 1934 (the “Exchange Act”) by filing a registration statement on Form 10-SB on May 18, 2006.

THE OFFERING

Securities Being Offered	Up to 200,000 shares of our Common Stock.
Offering Price	The offering price of the common stock is $0.50 per share. Following completion of this offering, we intend to seek to have our shares approved for trading on the over-the-counter bulletin board (“OTCBB”) by finding a broker who will make an application to quote our shares thereon.
Common Stock Outstanding	We currently have a total of 8,500,000 shares of common stock issued and outstanding.  In the event all shares we are offering are sold, we will have a total of 8,700,000 shares issued and outstanding following completion of this offering.
Minimum Number of Shares To Be Sold in This Offering	None.
Use of Proceeds	We will receive proceeds of $100,000 from the sale of the common stock if all of the offered shares are purchased.  If we only raise 30% of the offering proceeds, or $30,000, all proceeds will be used to pay the offering expenses.  Please refer to “Use of Proceeds” to read about the usage of collected proceeds.

-  2 -

Risk Factors Investment in our common stock involves a high degree of risk.  Among the significant risk factors are: (i) the lack of operating history of MDCI; (ii) the lack of a trading market for the our securities; (iii) the fact that the majority of our business activities will take place in Hong Kong; (iv) we are dependent upon a single business partner; and (v) the Agreement between us and MDC Limited will end twenty four (24) months after the effective date of the Agreement and will renew for successive one year if both parties agree. (See “Risk Factors” for additional information).

SUMMARY FINANCIAL INFORMATION

The following table presents summary information on our audited and unaudited financial position and results of operations for the periods ended February 28, 2006 and May 31, 2006, respectively. The Summary Financial Information is qualified in its entirety by our financial statements contained elsewhere in this prospectus.  

Balance Sheet	As of May 31, 2006 (unaudited)	As of February 28, 2006 (audited)
Cash and Cash Equivalents	$2,283	$2,325
Total Assets	$2,283	$2,325
Total Liabilities	($6,552)	($4,769)
Total Stockholder’s Deficit	($4,269)	(2,444)
Statement of Operations	Three months ended May 31, 2006 (unaudited)	From December 15, 2005 (Date of Inception) to February 28, 2006 (audited)
Loss from Operations	($1,842)	($4,047)
Interest Income	$14	$3
Net Loss for the Period	($1,828)	($4,044)

-  3 -

RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk. You should carefully consider the following material risk factors in evaluating our business before purchasing any of our shares of common stock. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his investment. Our business and operations could be seriously harmed as a result of these risks. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

RISKS RELATING TO OUR BUSINESS

We have no operating history, and it is difficult to evaluate our financial performance and prospects.  

We were incorporated on December 15, 2005 and have not yet commenced our proposed business operations or realized any revenues. As we have no operating history, we cannot evaluate our financial performance and prospects at this moment. We have not introduced any clients or finished drafting the marketing documents for MDC Limited yet, and therefore, we cannot assure you that we will operate profitably or that we will have adequate working capital to meet our obligations.

Because of our limited financial history, we believe that period-to-period comparisons of our results of operations will not be meaningful in the short term and should not be relied upon as indicators of future performance.

Our auditor has raised substantial doubt about our ability to continue our business because of our accumulated deficit and lack of revenue.  We need to continue as a going concern if our business is to achieve profitability.

Our financial statements for the period from December 15, 2005 to February 28, 2006 are prepared on a going concern basis. As described in Note 1 to the financial statements, the Company is a development stage company and has an accumulated deficit as of February 28, 2006. These factors raise substantial doubt about our ability to continue as a going concern, and the auditor’s opinion includes a going-concern qualification.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty. By issuing this opinion, our auditors have indicated that they are uncertain as to whether we have the capability to continue our operations.  If we are unable to generate revenue and/or raise additional financing, we will not have sufficient funds to continue in operation.  We can make no assurances that we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

-  4 -

We have limited funds available for operating expenses.  If we cannot obtain the funds needed for operating expenses, we will not be able to pursue our business plan.  

We have limited operating capital currently. As of May 31, 2006, the Company had cash and cash equivalents of $2,283, working capital deficit and stockholder’s deficit of $4,269 and an accumulated deficit of $5,872. Our current funds are advanced by our sole stockholder, Mr. Wilson Cheung, and we will rely on the infusion of his funds in the coming 12 months. We expect to incur significant expenses when developing our business in Hong Kong. It is estimated that we need to have a minimum of approximately $45,000, which is 45% of this offering, for short term cash needs.   Management has agreed to provide temporary financing to the Company should it be required for working capital but is not contractually obligated to do so.  Mr. Cheung has been advancing funds to us during the past nine months, but he may not advance funds to us at anytime without any reasons in the future. In that case, we will run out of cash and our operations will be adversely affected.

If we sell less than 30% of the shares offered in this offering, all of the proceeds will be used to pay for offering expenses and we will not be able to carry out our business plan.   

We will obtain $100,000 proceeds through this offering if we sell 100% of the offering. It is estimated that the offering expenses is approximately $30,000, or 30% of the offering. All the proceeds will be used to pay for offering expense if we sell less than 30% of the shares offered. This means that we will not be able to obtain enough funds to carry out our business plan as we need at least $45,000, or 45% of the offering, for short term cash needs.

We are dependent upon one business partner. MDC Limited may choose to terminate the Agreement by written notice prior to the expiration date of the Agreement. If the Agreement is terminated or otherwise become unavailable, our business will fail.

We will provide consulting services and reselling services to MDC Limited in return for a total sum of $200,000 plus 40% commissions from each contract signed by a customer introduced by MDCI. The total sum of $200,000 includes the provision of research reports, the design of marketing and promotional plans and the drafting of a Memorandum of Information. The payment will be collected upon completion of the reports, proposals and any other documentation we are required to provide. If we fail to meet our clients’ expectations, we may:

o

Lose revenues or be unable to obtain revenues on time to offset any operating expenses;

o

Receive negative publicity, which could damage our reputation and adversely affect our ability to attract or retain clients;

o

Be required to provide additional remediation services to clients at no charge.

This contract is the only contract we have to provide services; we are dependent on this single contract to provide revenue to MDCI. The agreement between MDCI and MDC Limited is valid for two years starting from the effective date, which is February 1, 2006.  According to the terms of the agreement, MDC Limited has the right to terminate the agreement without cause by written notice 90 days prior to the expiration date of the agreement. The agreement will be

-  5 -

automatically renewed for successive one (1) year terms unless either party elects to terminate by providing written notice of such termination. Therefore, our ability to establish and increase revenues in the future will depend significantly on our ability to maintain a good relationship with MDC Limited.  If our agreement was terminated prior to the expiration date, was not renewed following expiration, or otherwise became unavailable or unenforceable, our business would fail unless we were able to enter into replacement contracts with other third party vendors, of which there can be no assurance.

We depend on attracting qualified employees.  If we cannot attract and retain qualified employees, we may not be able to pursue our business plan.

We provide consultancy services by introducing new clients and designing marketing proposals to our business partner.  Our future revenues and future growth depend on our ability to attract qualified employees, in particular, experienced salespersons and marketing professionals. MDCI is currently managed by Mr. Wilson Cheung only and we have not yet hired any other employees to assist him. It is important to hire suitable staff if and when we have sufficient funds, as stated in the “Use of Proceeds” section. These employees will generate revenues for MDCI by offering consultancy services to our business partner. We may face difficulties in recruiting sufficient qualified employees because the market may not have enough personnel of such kind and that MDCI is still in its development stage. If we are unable to employ such employees, our business may fail.

We depend on the quality of services and good reputation to bring in potential clients.

The Company’s ability to bring in potential clients will greatly depend on the quality of its services and its reputation among its potential clients. Compared to the Company’s competitors, we are still in the development stage and are not as well known in the industry as some of our competitors are. If our clients are dissatisfied with our services or the Company’s reputation is adversely affected for any other reason, our business, result of operations, financial condition and prospects could be materially harmed.

Our success is dependent on retaining key personnel who would be difficult to replace.

Our success depends largely on the continued services of our key management. In particular, our success depends on the continued efforts of Mr. Wilson Cheung, the President and Director of the Company. Mr. Cheung has significant contacts with the Hong Kong business community and is crucial for our business development. There can be no assurance that Mr. Cheung will continue in his present capacities for any particular period of time. We have no employment agreement with Mr. Cheung.  The loss of the services of Mr. Cheung could materially and adversely affect our ability to attract clients and to employ and retain qualified employees. This could have an adverse impact on our business and profitability.

-  6 -

We rely on SCREEN, the developer of the Product, to upgrade the Product; Changes in user and client requirements or preferences or rapid change in technology may lower the attractiveness of the Software.

As the Company is not the developer of the Product, changes in user and client requirements and preferences, frequent new products, and service introductions comprising new functions could weaken the attractiveness of the Product. The Company’s success will depend on the Vendor’s ability to provide software upgrades and improve its capability in addressing the varied needs of prospective clients. Failure to do so could result in the loss of customers or the inability to retain or attract customers.  

We must comply with all applicable governmental regulations in each country in which we operate or intend to operate.  Changes in governmental regulations and failure or inability to comply with such regulations could require changes in our operations and could cause our business to fail.  

Our business is subject to substantial regulation in each country in which we operate or intend to operate.  Such regulations are likely to change over time and there is no assurance that we will be able to remain in compliance.  Currently, we are not required to obtain any license or qualification certificate from the government authorities in our intended sales region for the provision of financial software services. If the government of any country in our intended sales region implements new laws, regulations and policies imposing on MDCI the requirement to obtain a license or qualification certificate in the future, we will have to apply for such license or qualification certificate, and in turn, our operation and business prospects may be adversely affected due to the extra time and cost spent on such application.  Changes in governmental regulations and failure or inability to comply with such regulations could require changes in our operations and could cause our business to fail.  

Our future revenue, if any, may be affected by fluctuations in exchange rates, and we may be exposed to currency conversion risks.  We may not be able to utilize potential profits in one currency to fund business operations in other currencies.  This would limit our ability to fund our business.

We will record our finances in Hong Kong dollars and report our operations in U.S. dollars. Fluctuations in the exchange rate between Hong Kong dollars and the U.S. dollars will affect the amount of dollars reported in our financial statements. We may also anticipate that certain of our business may be conducted in jurisdictions which could generate revenue, expenses and liabilities in other currencies, including Renminbi and other Asian currencies. Our business and operations may be affected should we not be able to obtain sufficient foreign currencies at acceptable rates to meet its foreign exchange needs. Also, we may obtain revenue in one currency which we cannot use to fund business operations in another country.  Currency rate fluctuations could adversely affect any potential sales, cost of revenues, profit margins, and net income.  Fluctuations may also subject us to volatility in our financial reporting.  As a result, we will be subject to the effects of exchange rate fluctuations with respect to any of these currencies.  

-  7 -

We may face fierce competition from other market data software providers.  If we cannot gain a market share among this competition, we may not earn revenues and our business may fail.

MDCI believes that it will face competition from other market data software providers, especially those with greater recognition, greater financial and marketing resources, and a longer operating history. Our competitors may also leverage their existing relationships with companies, their expertise and their established reputations to increase their share of the market. We have mentioned two major competitors in the “Competition” section and they have longer operating history, greater resources in terms of money and employees. MDCI is in its development stage and with limited funds. Because some of our potential clients are already using the software of our competitors, we may face difficulties in pursuing them to change to use our Product. There can be no assurance that we will be able to achieve sales in order to achieve profitability.

Net losses are expected to continue.  If we cannot produce revenue, our business will fail.

Our net loss from inception through May 31, 2006 is $5,872, consisting of formation expenses of $563 and general and administrative expenses of $5,326, offset by interest income of $17. We expect losses to continue in the next quarter. To achieve and maintain positive cash flow, we need to market the Product, employ qualified employees to produce relevant marketing reports and materials to MDC Limited. Moreover, we need to restrict our operation expenses to a minimal amount. We cannot guarantee that we will be successful in generating revenues in the future. Failure to do so may cause us to go out of business.

RISKS RELATING TO OUR COMMON STOCK

Mr. Wilson Kin Cheung is currently the majority stockholder of MDCI and will continue to have approximately 97.7% of the outstanding shares even if all of the shares offered herein are sold. Mr. Cheung will be able to elect the Board of Directors and control MDCI.

The value attributable to the right to vote is diminished as a result of Mr. Cheung having a large share position. Mr. Cheung directly has 100% of the voting power of our outstanding equity. Even if all 200,000 shares are sold, Mr. Cheung will be the majority stockholder and will retain approximately 97.7% of the issued and outstanding shares of MDCI.  As a result, Mr. Cheung will elect the board of directors and will decide all other matters submitted to the stockholders. Provisions in our certificate of incorporation, by-laws may also enhance his control.  

Mr. Wilson Kin Cheung devotes only 25% of his time to MDCI.  This may not be sufficient time to make MDCI successful.  

MDCI is currently managed by Mr. Wilson Kin Cheung, the President, the sole officer, employee and Director of MDCI. We have not signed any employee agreement with Mr. Cheung, and he currently devotes approximately 25% of his time to our operations.  Mr. Cheung is also currently the only person who introduces the Product to potential clients.  The limited

-  8 -

time that Mr. Cheung can dedicate could have an adverse effect on our business operations and revenue if it is not sufficient to produce profits.

The offering price for MDCI’s shares was arbitrarily determined.

The offering price for the Shares offered hereby has been arbitrarily determined by corporate management.  The offering price was not established through any consideration of actual book value, earnings per share, past operating history, recent sales transactions, or any other recognized criteria of value.  

Resale of our shares may be difficult because there is no current market for our shares, and it is possible that no market will develop. This may reduce or limit the potential value of our shares.

There is no current public market for our shares of common stock, and no assurance that such a public market will develop in the future. Even in the event that such a public market does develop, there is no assurance that it will be maintained or that it will be sufficiently active or liquid to allow stockholders to easily dispose of their shares.  The lack of a public market, or the existence of a public market with little or no activity or liquidity is likely to reduce or limit the potential value of our shares.

If a trading market develops for MDCI’s common stock, it is likely to be subject to the "Penny Stock" Rules of the SEC.  The application of such rules would make transactions in our stock cumbersome and may reduce the value of an investment in MDCI’s stock.

There is no current trading market for the Shares and there can be no assurances that a trading market will develop.  If such a trading market does develop, it will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks."  Penny stocks are generally equity securities with a price of less than $5.00, except for securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to make a special written determination that the penny stock is a suitable investment for the purchaser and to receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as long as it is subject to the penny stock rules. In addition, holders of our shares may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.  

-  9 -

RISKS RELATING TO DOING BUSINESS IN HONG KONG AND OTHER POTENTIAL SALES REGIONS

Changes in Hong Kong’s political and legal condition could harm our business operations.

Our assets and initial business will be in Hong Kong, and we will conduct our initial business activities in Hong Kong. Any changes in political and legal conditions in Hong Kong may influence our operations and financial conditions. However, any changes in political, legal or other conditions in Hong Kong altering Hong Kong’s autonomy could have an adverse effect on our business operations and potential revenue.

We are subject to international economic and political risks, over which we have little or no control.

We may expand our business region to other countries or regions like Singapore, Australia, Taiwan, China and foreign branches and subsidiaries of entities having their Head Quarters in these countries. Doing business outside the United States may subject us to various unique risks. This includes changing economic, political and social conditions, major work stoppages, exchange controls, currency fluctuations or devaluations, armed conflicts and unexpected changes in laws relating to tariffs, trade restrictions, foreign investments, taxation and nationalization or other expropriation of private enterprises. We have no control over these risks and may be unable to anticipate changes in international economic, political and social conditions and, therefore, unable to alter our business practices in time to avoid loss of assets, and disruption or failure of our business.  If any of these conditions occur, it might result in the total loss of our investment in certain countries.

U.S. investors may experience difficulties in attempting to enforce judgments based upon U.S. federal securities laws against us and our non-U.S. resident director.

All of our operations and our assets are located outside the United States.   In addition, all of our officers and director are foreign citizens.  As a result, it may be difficult or impossible for U.S. investors to enforce judgments of U.S. courts for civil liabilities against any of our individual director or officer.   

USE OF PROCEEDS

If we sell the maximum of 200,000 shares we are offering, we will receive a total sum of $100,000 proceeds before deduction of costs associated with this offering. This sum is calculated based on the assumption that we could raise 100% of the offering proceeds. If we only raise 30% of the offering proceeds, or $30,000, all proceeds will be used to pay the offering expenses. The following table provides information regarding our intended allocation of the net proceeds of this offering, assuming various percentages sold of the total shares offered in the offering.

-  10 -

	100% of the offering	75% of the offering	50% of the offering	25% of the offering (5)	10% of the offering (5)
Offering expenses (1)	$30,000 (30%)	$30,000 (40%)	$30,000 (60%)	$30,000 (120%)	$30,000 (300%)
Business development (2)	$10,000 (10%)	$7,500 (10%)	$5,000 (10%)	$0 (0%)	$0 (0%)
Administrative expenses (3)	$5,000 (5%)	$3,750 (5%)	$2,500 (5%)	$0 (0%)	$0 (0%)
Working Capital (4)	$55,000 (55%)	$33,750 (45%)	$12,500 (25%)	$0 (0%)	$0 (0%)
Total Sum Received	$100,000	$75,000	$50,000	$25,000	$10,000

We will use the proceeds from this offering to develop our business and acquire equipment to improve our efficiency. The table illustrates our estimate of the intended allocation of the proceeds from this offering; however, there maybe discrepancies in the actual expenses that will be incurred in one or more categories. Our allocation of proceeds may vary slightly for adjustment.  

(1)

Estimated expenses of MDCI associated with this offering will consist of registration fees, transfer agent’s fees, printing costs, postage, distribution costs, legal fees, accounting fees, and miscellaneous expenses.  These costs are estimated.

(2)

The funds allocated to business development are intended to be used to prepare marketing materials for MDCI to locate new business partners. We hope to build up our corporate reputation and align more business partners to provide our consultancy services to them.

(3)

The funds allocated to administrative expenses are intended to be used for indirect expenses to maintain the daily operation of the business, such as travel expenses, stationary and postage expenses, and utility expenses.

(4)

The funds allocated to working capital are intended to be used for hiring two employees in the coming 12 months. One employee will be a professional salesperson, and the other will be responsible to draft the marketing reports and promotional plans for MDC Limited. If we do not obtain enough funds from this offering (i.e. 75%-100% of the offering), we may hire only one marketing professional to assist MDCI’s Director and President, Mr. Wilson Cheung.

(5)

Because the estimated expenses of this offering are approximately $30,000, all proceeds from the offering will be applied to payment of offering expenses until the Company has sold more than 30% of the shares being offered hereby.

DETERMINATION OF OFFERING PRICE

The offering price of $0.50 per share for the shares offered hereby has been arbitrarily

-  11 -

determined by corporate management.  We have no significant tangible assets or operating history and have not generated any significant revenues or profits to date. The offering price was not established through any consideration of actual book value, earnings per share, past operating history, recent sales transactions, or any other recognized criteria of value.  

DILUTION

Our officer, director and current stockholder acquired his shares of common stock at a cost substantially less than $0.50 per share.  As a result, purchasers in this offering will suffer immediate dilution in the net tangible book value of their shares following completion of the offering.  The following table illustrates the per share dilution as of October 4, 2006, assuming various percentages of the total number of shares we are offering are sold, and assuming we do not pay broker/dealer commissions to sell the shares. The amount of dilution will vary depending on how many of the shares offered by MDCI are sold.  See the following table:

DILUTION TABLE
	100% of offering	75% of offering	50% of offering	25% of offering	10% of offering
Offering Price	$0.50	$0.50	$0.50	$0.50	$0.50
Net Tangible Book Value Per Share Before Offering	(0.001)	(0.001)	(0.001)	(0.001)	(0.001)
Net Tangible Book Value Per Share After Offering	0.011	0.008	0.005	0.002	0.000
Dilution of Net Tangible Book Value to New Investors	0.489	0.492	0.495	0.498	0.500
Increase in Net Tangible Book Value to Existing Stockholder	0.012	0.009	0.006	0.003	0.001

PLAN OF DISTRIBUTION

This prospectus relates to shares we are offering for sale on a “self-underwritten” basis.     We are offering a total of up to 200,000 shares for sale on a “self-underwritten” basis directly through Wilson Cheung, our executive officer and director who will not receive any commissions or other remuneration of any kind for selling shares in this offering, except for the reimbursement of actual out-of-pocket expenses incurred in connection with the sale of the common stock. He will conduct the offering through written communication with potential purchasers and by responding to inquiries received from potential purchasers. This offering will terminate upon the earlier to occur of (i) the first anniversary of the date of this prospectus, (ii) the date on which all 200,000 shares registered hereunder have been sold, or (iii) the date on which we elect to terminate this offering.  We may elect to terminate this offering early for any

-  12 -

reason, although it is most likely that early termination would be based on business factors such as the possibility that we are having difficulty locating prospective purchasers and have made a determination that there is not currently a viable market for the shares, a determination that continuing efforts to locate additional prospective purchasers are likely to be too costly or time consuming, or in the event we locate other sources of capital or determine that it would be preferable to seek to raise capital through debt financing or through a private placement offering of securities.

The fact that the offering is self-underwritten means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We will sell shares on a continuous basis. This offering does not pertain to an at-the-market offering of equity securities of MDCI.  We may offer the shares through brokers or sales agents, who may receive compensation in the form of commissions or fees. Although we have not yet done so, we anticipate that we may seek to enter into agreements with various brokers and sales agents to assist us in identifying and contacting potential investors in the event we determine that conducting the offering solely through our officers and directors is not likely to result in the sale of a substantial number of the shares offered hereby. Under these agreements, we anticipate that we would generally agree to pay fees or commissions based on a percentage (not exceeding 10%) of the aggregate purchase price of shares sold by such brokers or sales agents or that we sell to investors identified and contacted by these sales agents. These agreements may, in some cases, provide that we reimburse these sales agents for out-of-pocket expenses incurred in connection with their engagement. Any broker, dealer or sales agent that participates in the distribution of shares may be deemed to be an underwriter, and any profits on the sale of the shares by any such broker, dealer or sales agent, and any commissions and fees received by such broker, dealer or sales agents may be deemed to be underwriting compensation under the Securities Act.

In addition, to comply with the securities laws of certain jurisdictions, the shares may be required to be offered and sold only through registered or licensed brokers or dealers. If such registered or licensed brokers or dealers are engaged, the total commission and fees paid to such brokers and dealers in connection with the sale of shares will not exceed 10% of the selling price of the shares. In the event we enter into an underwriting agreement or agreements with broker-dealers and sales agents at any time after the effective date of this registration statement, we will be required to file a post-effective amendment to the registration statement to identify the underwriter, update the disclosure regarding the plan of distribution, file the underwriting agreement as an exhibit, and update all other applicable sections of the registration statement.

The shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

In connection with his selling efforts in the offering, Mr. Cheung will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1

-  13 -

provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Cheung is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Cheung will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Cheung is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Cheung will continue to primarily perform substantial duties for us or on our behalf otherwise than in connection with transactions in securities. Mr. Cheung will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).    In conjunction with this offering, Mr. Cheung intends to limit his participation to transactions involving offers and sales to registered broker dealers, preparing and delivering written communications to potential purchasers through the mails, and responding to inquiries initiated by, and received from, potential purchasers.

LEGAL PROCEEDINGS

MDCI does not know of any material, active or pending legal proceedings against them; nor is MDCI involved as a plaintiff in any material proceedings or pending litigation.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

 The respective positions and ages of our directors and executive officers and the year in which each director was first elected are shown in the following table. Each director has been elected to hold office until the next annual meeting of stockholders and thereafter until his successor is elected and has qualified. Vacancies in the existing Board of Directors are filling by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

Name	Age	Position	Director Since
Wilson Kin Cheung	33	President and Director	December 2005

We have not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole.

Biographical Information

Mr. Wilson Kin Cheung has been the President and Director of MDCI since December 2005 to the present. His responsibilities include general management and financial management. Mr. Cheung also holds the positions of Secretary, Treasurer and Chief Financial Officer.  Mr.

-  14 -

Cheung has more than ten years working experience in the investment banking and corporate finance areas in Hong Kong markets.  Mr. Cheung is also the Director and President of Super Luck, Inc., a Delaware corporation that resells a financial software product. He is also a managing director of Easterly Financial Investment Limited, a Hong Kong corporation, which provides financial advisory services in the Asia Pacific region. Prior to joining MDCI, Mr. Cheung was with First Asia Finance Group Limited from December 2001 to July 2005. Mr. Cheung worked as an Executive with Oriental Patron Asia Limited, an investment bank specializing in corporate finance, from September 1999 to September 2000; as an Assistant Manager with Kingsway Capital Limited, an investment bank specializing in corporate finance from October 2000 to May 2001; and as a Manager with Core Pacific - Yamaichi International (H.K.) Limited in Hong Kong from June 2001 to November 2001, engaging in the provision of corporate finance, financial advisory, and securities placement and underwriting services . Mr. Cheung holds a Bachelor of Business degree from Melbourne, Australia.

SIGNIFICANT EMPLOYEES

We have no employees at this time. MDCI is managed by the director and executive officer.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There have been no legal proceedings involving either our director or executive officer that are material to an evaluation of the ability or integrity of any director or executive officer of Market Data Consultants, Inc.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 4, 2006, the ownership of each executive officer and director of MDCI, of all executive officers and directors of the MDCI as a group, and of each person known by MDCI to be a beneficial owner of 5% or more of its Common Stock. Except as otherwise noted, each person listed below a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrant or other right to acquire additional securities of MDCI except as may be otherwise noted.

Title of Class	Name and Address	Number of Shares Beneficially Owned	Percent of Class
Common	Wilson Kin Cheung (1) Rm1901-02, 19th Floor, Lucky Building, 39 Wellington Street, Central, Hong Kong	8,500,000	100%
Common	All Officers and Directors as a Group (1 in number)	8,500,000	100%

(1)Mr. Wilson Kin Cheung is a director and executive officer of Market Data Consultants, Inc.

-  15 -

EXECUTIVE COMPENSATION

 At this time, no compensation has been scheduled for members of the Board of Directors or officers of MDCI and no compensation has been paid for the last year.

Future compensation of officers will be determined by the Board of Directors based upon the financial condition, financial requirements and performance of MDCI, and individual performance of each officer. 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by MDCI for the benefit of its employees.

DESCRIPTION OF SECURITIES

COMMON STOCK: We are authorized to issue 80,000,000 shares of $ 0.001 par value Common Stock, of which 8,500,000 shares are issued and outstanding. As of the date of this prospectus, there are no outstanding options, warrants or other securities. In the event all of the shares offered herein are sold, MDCI will have 8,700,000 shares issued and outstanding.

VOTING RIGHTS: Each outstanding share of the Common Stock is entitled to one vote in person or by proxy in all matters that may be voted upon by stockholder of MDCI, except that in the election of Directors, cumulative voting is permitted.

CASH DIVIDENDS:  As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, and other applicable conditions. We do not intend to pay any cash dividends in the foreseeable future but rather to reinvest earnings, if any, in our business operations.

ANTI-TAKEOVER PROVISIONS: There are no anti-takeover provisions that may have the effect of delaying or preventing a change in control.

PREEMPTIVE RIGHTS. The holders of the Common Stock have no preemptive or other preferential rights to purchase additional shares of any class of MDCI’s capital stock in subsequent stock offerings.

LIQUIDATION RIGHTS.  In the event of the liquidation or dissolution of MDCI, the holders of the Common Stock are entitled to receive, on a pro rata basis, all assets of MDCI remaining after the satisfaction of all liabilities.

CONVERSION AND REDEMPTION RIGHTS. The shares of the MDCI’s Common Stock have no conversion rights and are not subject to redemption. The unissued shares in this offering, when sold and paid for, will be duly authorized, fully paid, non-assessable and validly issued, according to Frascona, Joiner, Goodman, and Greenstein, our legal counsel.

-  16 -

STOCK TRANSFER AGENT: MDCI’s transfer agent is Madison Stock Transfer, Inc., 1813 East 24^th Street, Brooklyn, NY 11229.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any part of its subsidiaries. Nor was any such person connected with the registrant or any of its subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

MDCI’s Articles of Incorporation and Bylaws include provisions requiring it to provide indemnification for officers, directors, and other persons. MDCI has the power to indemnify any person who is or was a party to any proceeding by reason of the fact that he or she is or was serving as an officer, director, employee or agent of MDCI.  MDCI may not provide such indemnification unless the person seeking it acted in good faith, and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of MDCI and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling MDCI pursuant to the foregoing provisions, MDCI has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the period ended February 28, 2006, our shareholder and president, Mr. Wilson Cheung, loaned MDCI the sum of $1,544.  This is an unsecured loan that does not bear interest.

During the three month period ended May 31, 2006, our shareholder and president, Mr. Wilson Cheung, loaned MDCI the sum of $3,720.  This is an unsecured loan that does not bear interest.

No officer, director, promoter, or affiliate of MDCI has or proposes to have any direct or indirect material interest in any asset proposed to be acquired by MDCI through security holdings, contracts, options, or otherwise.

-  17 -

We have adopted a policy under which any consulting or finder's fee that may be paid to a third party for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock rather than in cash.  Any such issuance of stock would be made on an ad hoc basis.  Accordingly, we are unable to predict whether, or in what amount, such a stock issuance might be made. MDCI may pursue the acquisition of additional businesses that may provide new business opportunities. In the event that an acquisition candidate purchases the shares of MDCI, it is more likely than not that such a candidate would pay a price higher than the price originally paid by our current stockholders.  However, there is no guarantee that the stockholders will make a profit on such a transaction.  Any decision to sell the shares of MDCI could be made at the sole discretion of the current majority stockholder without the vote of the purchasers in this offering.

 It is not currently anticipated that any salary, consulting fee, or finder's fee shall be paid to any of MDCI’s directors or executive officers or to any other affiliate of us except as described under "Executive Compensation" above.

MDCI does not maintain an office, but it does maintain a mailing address at the office of its President, Mr. Wilson Cheung, for which it pays no rent and for which it does not anticipate paying rent in the future. It is likely that we will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.

Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by MDCI’s current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them.  A sale of securities by our current stockholders to an acquisition candidate might be at a price higher than that originally paid by current stockholders but may or may not be higher than the price paid by subscribers to this offering.  Any payment to current stockholders in the context of an acquisition involving MDCI would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.  Any decision to sell the shares of MDCI could be made at the sole discretion of the current majority stockholder without the vote of the purchasers in this offering.

DESCRIPTION OF BUSINESS

THE BUSINESS

About MDCI

Market Data Consultants, Inc. (“we”, “us”, “our”, “MDCI”) was incorporated under the laws of the State of Delaware on December 15, 2005. We are a development stage company formed to explore business opportunities and provide consulting services to business partners. We signed an agreement with one business partner in February 2006, but we are not prohibited

-  18 -

by the agreement (as defined below) from offering similar consultancy services to other companies. Our executive office is located at Room 1901-02, Lucky Building, 39 Wellington Street, Central, Hong Kong. The authorized capital of MDCI consists of 80,000,000 shares of $0.001 par value common stock.

On February 1, 2006, MDCI entered into an agreement (the “Agreement”) with Market Data Consultants Limited (“MDC Limited”), a British Virgin Islands corporation, in which  MDC Limited agreed to resell a market data management software product called INFOmatch (the “Product”). MDC Limited acquired the right to license INFOmatch from a Netherlands-based company called Screen Consultants (“Screen”) on November 7, 2005. The Product is a software package that identifies and organizes costs for items related to information services used by professional investors in the financial investment industry.

Under the Agreement, MDCI will introduce MDC Limited to new business opportunities by locating potential customers of the Product within Hong Kong, Singapore, Australia, Taiwan, and China.  Because the Company is most familiar with the Hong Kong market, it will focus on the Hong Kong region first. MDCI will also provide consulting services to MDC Limited. We will conduct research on market information, on statistical data, and on performance of companies that provide market data consulting services within the region and will provide analysis and reports to MDC Limited. Such research will be used to assist MDC Limited’s management in understanding the market trends for strategic planning purposes. We are also responsible for designing the marketing and promotional plans to market INFOmatch for MDC Limited. We will bear the costs of hiring and retaining marketing and public relations professionals but will not bear the organizing costs associated with such marketing events. The costs of organizing these events will be reimbursed by MDC Limited according to actual expenses. We need to obtain approval from MDC Limited for the marketing proposals and estimated expenses before implementing these plans.

MDCI will market the Product to Hong Kong financial investing firms that would likely be interested in the service.  MDCI will then refer the interested firms to MDC Limited.  As stated in the agreement, MDCI is entitled to receive a commission of 40% of the total contract value for any new client which MDCI brings to MDC Limited. Moreover, MDCI will receive a total amount of $200,000 from MDC Limited for the consulting services we will provide in the first year. However, we will not receive the full payment unless we submit all marketing documents required by MDC Limited. The consultancy fee of $200,000 includes the costs of research and analysis of market data, the provision of market analysis reports, the design of marketing and promotional plans and the drafting of a Memorandum of Information. The Memorandum of Information is a marketing document that will be used to locate software development houses. Because MDC Limited is planning to obtain licenses from other software development houses around the globe to resell other software products, it needs a customized document package to explain its business activities, its strength and niche to locate customers for suppliers, and its future plans.

Currently, MDCI has no regulatory schemes that govern its business.

-  19 -

Background

Overview of Market Data Management System in the Financial Industry

Various kinds of financial software products have been developed to both improve the efficiency of daily operations and minimize operational costs in the financial investment industry. Generally speaking, these financial software products provide a variety of functions directed towards satisfying the business needs of its users. Financial investment companies use data management systems to incorporate several types of data, particularly reference data, derived data and market data, to support decision making. Reference data contains descriptive information about securities, corporations or individuals. Derived data is generated from existing data and is computed by various calculators and models and made available to a wide range of applications.  Market data refers to real-time or historical information about prices, which is used by professional investors to develop analyses based on historical pricing.   Historical prices of stock quotes, last sales, volume statistics and other information are used by professional investors to evaluate trading opportunities.

The relatively high cost of market data products, the high pace of technological developments, differences in vendors’ invoicing procedures, and the ever-changing dealing room environment all contribute to the complexity in managing market data. In order to support various investment decisions and services, banks and financial institutions normally use a variety of information services software, which provide market data, analysis software, dealing and trading systems, and other specialized applications. The major users of this software are financial professionals who perform deals in the trading room. Other users include brokers, asset managers and wealth managers. Each company uses several different types of software and information systems to gather the information it needs.  

Banks and financial institutions acquire software and information services based on their needs at any particular time or if specific departments request them. When banks and financial institutions acquire new information services, they may unknowingly retain the previous, outdated and seldom-used information services that are being replaced by the new software.  Therefore, duplication of such services incurs unnecessary spending. In these circumstances, market data management systems can provide solutions such as cost management, contract management, invoice checking, budgeting, management reporting, order management and cost analysis of market data. The use of market data management systems can normally reduce the market data expenditures of a company by eliminating duplicate services and unnecessary contract renewals.

Usage of Market Data Management System in Hong Kong

Despite the fact that large investing banks like Goldman Sachs, Merrill Lynch, Fidelity Investments, and Citibank are using market data management systems in their Hong Kong offices, many local financial institutions are not familiar with the use of market data management systems.  We intend to work with MDC Limited to introduce market data management systems to these Hong Kong financial institutions. As we mentioned earlier, MDCI will design marketing and promotional plans and offer marketing professionals to assist MDC

-  20 -

Limited in organizing different marketing events. MDC Limited will also provide technical experts to attend these events and explain the functionality of the Product.

OUR BUSINESS ACTIVITIES

Our president and director, Mr. Wilson Cheung, has a broad network within the financial and banking industry.  During the development stage, we will rely on him to contact top management personnel of local financial institutions and advise them on merits and benefits of using the Product. We plan to hire a professional salesman to assist Mr. Cheung to locate new potential clients and perform follow-up duties. Furthermore, we will provide market research reports and other marketing and promotional plans to MDC Limited. Therefore, we plan to hire another staff who possesses the marketing and public relations knowledge to offer services to MDC Limited.

MDCI, as the exclusive consultant of MDC Limited, is responsible for the following:

(a)

Locating and introducing potential customers of the Product to MDC Limited within the Territory and to co-ordinate with MDC Limited its approach to the potential customers;

(b)

Preparing marketing and promotional plans to market the Product and assisting in organizing marketing events for MDC Limited;

(c)

Preparing a memorandum of information to MDC Limited; and

(d)

Conducting activities in a proper and efficient manner.

About INFOmatch

INFOmatch is a market data management system designed for financial institutions and corporations who want to have better control over their expenditures on financial information services. INFOmatch was launched in 1994 and has features that allow users to manage contracts, allocate costs, keep track of historical changes, control access permission and define budgets. By using a sophisticated market data management system, financial institutions and corporations can better monitor their use of financial information services, thus increasing utilization of these services and reducing administrative and subscription costs.   

INFOmatch includes a management information service that identifies and controls costs for items related to the information services used by professional investors. It allows companies to ensure better allocation and control of all details of information costs, check billing accuracy, and procure a correct number of information service licenses. The Product is developed and updated by Screen, not by MDCI.  Version 1.0 of the Product was introduced in 1994 and was designed to track contracts and allow for basic cost allocation. Version 2, which was released in 1996, was more advanced and also had several external interfaces to vendors. The Product is now upgraded to Version 3, which is more advanced, faster and more stable than the previous versions.  

-  21 -

About MDC Limited

Market Data Consultants Limited (“MDC Limited”, the “Vendor”) is a British Virgin Islands company incorporated on January 18, 2006. It is based in Hong Kong. It is a market data consulting company that targets clients within the Asia Pacific region.

About Screen Consultants

Screen Consultants (“Screen”), a Netherlands incorporated company, is a leading independent Market Data & Financial Technology Specialist for the Financial Services Industry that assists professional investors with the implementation of information systems and technology. INFOmatch is one of the products developed by Screen.

REVENUE

MDCI signed an agreement with MDC Limited to provide consulting services and reselling services for a price of $200,000 plus 40% commissions from each contract signed by a customer introduced by MDCI. In exchange, we will conduct research on market information, statistical data, and company performances of companies that provide market data consulting services within the region. We will provide research data and market research reports to MDC Limited. Such research will be used to assist MDC Limited’s management to better understand market trends for strategic planning purposes. We are also responsible for designing the marketing and promotional plans to market INFOmatch for MDC Limited. MDCI will bear the costs in hiring and retaining marketing and public relations professionals but will not be bear the costs associated with the organization of such marketing events. The costs of organizing these events will be reimbursed by MDC Limited according to actual expenses. MDCI will need to obtain approval from MDC Limited before implementation of such plans.  The payment includes the provision of research reports, the design of marketing and promotional plans and the drafting of a Memorandum of Information. The payment will be collected upon completion of the reports, proposals and any other documentation we are required to provide. The Company may not have enough cash on hand for operating expenses and may need to raise addition capital in the next twelve-month period to satisfy its cash requirements.

On January 9, 2006 and September 10, 2006, the Company issued 1,600,000 and 6,900,000 shares to Mr. Wilson Cheung in return for $1,600 and $6,900, respectively.  We also obtained a loan of $5,264 from Mr. Wilson Cheung as of May 31, 2006. Funds for operating expenses are expected to be advanced from Mr. Wilson Cheung to coincide with the prepaid expenses incurred in organizing marketing events; however, Mr. Cheung is under no contractual obligation to advance these funds. It is expected that Mr. Wilson Cheung will advance a total of $5,000 for the next twelve months to the Company. This sum will be used for general administrative and operating expenses. The Company will need to raise $100,000 for hiring employees and other general and administrative costs of operation through this offering.  

Mr. Cheung currently spends around 25% of his time on MDCI. We plan to hire two more employees to assist Mr. Cheung; however, we will hire employees only if we have raised

-  22 -

sufficient funds, as stated in the “Use of Proceeds” section.  

EMPLOYEES

At present, we have no full or part-time employees. MDCI is currently managed by Mr. Wilson Kin Cheung, the President and Director of MDCI. We have not signed any employee agreement with Mr. Cheung. Mr. Cheung devotes approximately 25% of his time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing and similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employees.

We plan to hire two employees in the coming year. One of them will be responsible for preparing the marketing and promotional plans, research reports and memorandum of information and to handle other administrative work. The other one will be a professional salesperson who has strong sense in the financial software market. Both employees will be located in the Hong Kong office.

CUSTOMERS AND MARKETING

Our consulting services, which include the preparation of market research reports, the design of marketing and promotional plans, and the drafting of a Memorandum of Information for MDC Limited, may provide us with stable revenue during the first year of operation. MDCU will receive the total sum of $200,000 due to it only after all the documents are completed, and not on an on-going basis.  The other part of revenue is to introduce new clients to MDC Limited, for which we are entitled to receive a commission of 40% of the total contract value for any new client that MDCI brings in. In the development stage, we will rely on our President, Mr. Wilson Cheung, to provide business contacts of top management in the financial industry, and Mr. Cheung will approach these companies personally and introduce the Product to them. We plan to hire a professional salesperson to assist Mr. Cheung in the coming year.  

After obtaining MDC Limited’s approval on the marketing plans, we will organize the marketing events with the assistance of MDC Limited. MDCI will provide event organizing experts and public relations agents to be in charge of these marketing events, and MDC Limited will provide technical experts to answer queries raised by the potential clients. In 2007, MDCI and MDC Limited plan to jointly organize three seminars that target 50 managers and executives of banks and financial institutions in each seminar. Two of these seminars will be held in Hong Kong, and one will be held in Shenzhen, China. We will invite market data experts in the industry to give speeches on the current trend of market data management in the world.

Other than jointly organized seminars, MDCI and MDC Limited will also join the Financial World Expo in 2007 or 2008 to be held in the Hong Kong Convention and Exhibition Centre, where potential customers can learn about our Product and services. The management of MDC Limited will have the final decision on whether to hold the events and seminars based on their budgets.

-  23 -

MDCI will bear the costs in hiring and retaining sales and marketing staff and public relations professionals but will not be bear the costs associated with the organization of such marketing events. The costs of organizing these events will be reimbursed by MDC Limited according to actual expenses.

COMPETITION

The Company expects to encounter substantial competition in its efforts to introduce new customers to MDC Limited. Because the Company is still in the development stage, it has fewer resources and a shorter history than other business-consulting firms.

We have two major competitors: MDSL and The Roberts Group. Our main competitors are both overseas market data software developers located in New York. There is no software development house which resells and/or designs market data management systems in Hong Kong. Some of our potential clients are using the competitors’ software because their overseas mother companies are using the software. Our competitors do not have representative agents in Hong Kong.

Our competitors have greater resources, technical know-how and managerial capabilities than the Company and will be in a better position than the Company to get in touch with large banks and financial institutions. The Company will rely on the existence of contacts of our director, Mr. Wilson Cheung, to locate potential customers.

PROPERTY AND FACILITIES

We have no real property and currently operate from limited office space provided by Easterly Financial Investment Limited (“Easterly”), for which we pay no rent. Easterly is located at Room 1901-02, Lucky Building, 39 Wellington Street, Central, Hong Kong. We have no plans to obtain additional office space at this moment until our business is more developed.  

REPORTS TO SECURITY HOLDERS  

We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-QSB, annual reports on Form 10-KSB, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  Although we may not be obligated to deliver an annual report to our shareholders, we intend to voluntarily send such a report, including audited financial statements, to our shareholders each year. This prospectus is part of a Registration Statement that we filed with the Securities and Exchange Commission in accordance with its rules and regulations. The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE,

-  24 -

Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

This prospectus includes forward-looking statements that include risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions to identify such forward-looking statements. This prospectus also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the operation and growth of our business and spending. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in this registration as we are a development stage company with no operations to date. Our ability to generate revenue is subject to substantial risks.

PLAN OF OPERATION

In the next twelve months, MDCI plans to organize marketing events with the assistance of MDC Limited. MDCI will seek event-organizing experts and public relations agents to be in charge of these marketing events, and MDC Limited will provide technical experts to answer questions raised by the potential clients. MDCI will hire one full-time marketing officer to handle the preparation works, and an unknown number of part-time workers may be hired to assist in organizing marketing activities. The number of part-time staff to be hired will depend on the size of the events and will be agreed on by MDCI and MDC Limited. MDC Limited will bear the cost of hiring part-time staff.  

We are currently only affiliated with MDC Limited and offer only one product.  Management believes that our ability to succeed depends upon our ability to achieve and maintain strategic partnerships with MDC Limited and other vendors of financial software.  Through these strategic partnerships, we hope to introduce new clients to financial software products and offer consulting services to our strategic partners. We plan to become affiliated with other financial software vendors to resell financial software products, including, but not limited to, Forex trading system and other online stock trading system. Our Agreement with MDC Limited does not restrict us from acting as a seller of other financial software; however, we do not plan to become a reseller of another market data management system.

-  25 -

It is anticipated that the Company will spend approximately $10,000 on preparing marketing materials and approximately $55,000 on recruiting 2 new employees over the next 12 months.

We plan to hire two employees in the coming year. One of them will be responsible for preparing the marketing and promotional plans, research reports and memorandum of information and to handle other administrative work. The other one will be a professional salesperson who has a strong sense of and experience in the financial software market. Both employees will be located in the Hong Kong office.

We plan to obtain the capital needed for the above business activities through this offering. If only a portion of the shares offered are sold, or if it takes longer than expected to sell shares in this offering, management or our sole stockholder may temporarily advance capital to fulfill the liquidity needs. Management has agreed to provide temporary financing to the Company but is not contractually obligated to do so. If we fail to raise additional funding, we may have to delay, scale back or discontinue some or all of our operations.

Product Research and Development

MDCI does not plan to have any significant product research and development, as we are only responsible for introducing new business opportunities and preparing marketing and promotional plans for MDC Limited. The developer of the Product is responsible for improving and upgrading the Software.

RESULTS OF OPERATION

Period Ended February 28, 2006

MDCI is a newly incorporated company in a development stage and had $0 operating revenue from inception (December 15, 2005) to February 28, 2006. To date, we have not commenced any business operations and have not generated any revenues. MDCI had $3 of other income, which consisted solely of interest income. From the date of inception on December 15, 2005 to February 28, 2006, we have not engaged in significant operations other than MDCI’s organization, raising of initial capital, developing a business plan, signing the agreement with our business partner, and preparing this prospectus and registration statement.

MDCI recorded a net loss of $4,044 from inception to February 28, 2006. The net loss included the formation expenses of $563 and legal, accounting and bank fees of $3,484.

Cash used in operating activities for the period was $819.  Cash provided by financing activities was $3,144, consisting of $1,600 from issuance of common stock and a $1,544 advance from our shareholder.

Three-Month Period Ended May 31, 2006

We have $0 operating revenue for the three-month period ended Mary 31, 2006. To date,

-  26 -

we have not commenced any business operations and have not generated any revenues. We had $14 of other income during the period, which consisted solely of interest income.

MDCI recorded a loss of $1,828 for the three-month period ended May 31, 2006. The net loss included expenses of $1,842, consisting solely of general and administrative expenses.  

Cash used in operating activities was $3,765 for the three-month period ended May 31, 2006.  Cash provided by financing activities for the period was $3,720, consisting of an advance of $3,720 from our sole stockholder.  

LIQUIDITY AND CAPITAL RESOURCES

Our financial statements are stated in U.S. Dollars, and are prepared in accordance with Generally Accepted Accounting Principles or GAAP.

We are in the development stage and have experienced no significant change in liquidity, capital resources or shareholders' equity. As of May 31, 2006, we had $2,283 cash and cash equivalent on hand.  As of February 28, 2006, our audited balance sheet reflects total assets of $2,325.

We do not plan to expand our operations until the management believes there is a viable business opportunity that merits expansion. We may need to raise capital in the next twelve months to fulfill our cash requirements, as discussed above.

In the event that we require more working capital, no commitment to provide the additional capital has been made by our sole shareholder. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to us or at all.

The Company plans to fund its future operations through additional sales of its unregistered common stock as necessary, although there can be no assurance the Company will be successful in its efforts to sell its common stock.  We expect that we will earn and receive our consulting fee of US$200,000 from MDC Limited within the next twelve months. We shall receive the payment upon completion of the research reports, proposals and other documents described above. MDC Limited will pay us 40% commission based on the value of at least 12 months contracts for each new customer we bring to them, including the software and related consulting services.  The value of the contract depends on the project size, in particular, the number of users to be tracked, which is ordered by the customer. It is estimated that the contract value is approximately $21,000 and $79,000 for a project with 50 users and 350 users, respectively. 

As of October 2, 2006, the Company completed two private placement offerings of 1,600,000 and of 6,900,000 shares of common stock at a price of $0.001 per share, respectively.  The Company issued the common shares to the director and officer of the Company for gross proceeds of $1,600 and $6,900 respectively. As of May 31, 2006, the sole shareholder and director of the Company advanced a sum of $5,264 as a loan to the Company.

-  27 -

We completed the offering pursuant to Regulation S of the Securities Act. Mr. Cheung represented to us that he was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Appropriate legends were affixed to the stock certificate issued to each purchaser in according with Regulation S. Each investor was given adequate access about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  

As of October 4, 2006, Market Data Consultants, Inc. had 8,500,000 common shares outstanding.

Our ability to realize assets and discharge liabilities is dependent on continued funding from companies controlled by the president, the receipt of additional funds from investors, and the establishment of successful operations. Our president, Mr. Wilson Cheung, is also the President and the major shareholder of Super Luck, Inc. He currently owns 8,500,000 common shares of Super Luck, Inc.    

We do not plan to expand our operations until enough business has occurred, and we think there are enough revenues to support such an expansion. Our first step is to recruit and hire salespersons on a needed basis. We have no specific long-term capital requirements other than those which would vary from the sale of the Product and no material borrowings. In our opinion, our working capital is sufficient for our present requirements for the next twelve months if we sell all of the shares offered herein.  If we do not sell a majority of the shares offered, we will be required to obtain additional working capital.

In the event that we require more working capital, management has agreed to provide additional capital but it has no contractual obligation to do so. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to us or at all. In the event we require more working capital, we do not have any plans to engage in any debt financing or further equity financing.

We record our finances in Hong Kong dollars and report our operations in U.S. dollars. Fluctuations in the exchange rate between Hong Kong dollars and the U.S. dollars will affect the amount of dollars reported in our financial statements. We do not expect to actively use derivative instruments to reduce our exposure to foreign currency risk.

The following table sets forth certain information concerning the average rates of exchange between Hong Kong dollars and U.S. dollars for the periods indicated. It represents the noon buying rate in New York for cable transfers payable in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The average noon buying rate is determined by averaging the rates on the last business day of each month during the relevant period.

                  CALENDAR YEAR              AVERAGE NOON

                                                                     BUYING RATE

                                                                   (HK$ PER US$)

-  28 -

                       2001                                             7.7997

                       2002                                             7.7996

                       2003                                             7.7864

                       2004                                             7.7899

                       2005                                             7.7755

OFF-BALANCE SHEET ARRANGEMENTS  

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on us.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS  

In December 2004, the FASB issued a revised Statement 123 (“SFAS 123R”), “Accounting for Stock-Based Compensation” requiring public entities to measure the cost of employee services received in exchange for an award of equity instruments based on grant date fair value.  The cost will be recognized over the period during which an employee is required to provide service in exchange for the award – usually the vesting period.  The effective date for this statement is as of the first interim period that begins after June 15, 2005 (after December 15, 2005 for small business filers).

MDCI does not anticipate that the adoption of this standard will have a material impact on these financial statements.

AVAILABLE INFORMATION

We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, therefore, we file reports, information statements or other information with the Securities and Exchange Commission. This prospectus is part of a Registration Statement that we filed with the Securities and Exchange Commission in accordance with its rules and regulations. Copies of the registration statement, including the exhibits to the Registration Statement and other material that is not included herein, may be inspected, without charge, at the Public Reference Section of the Commission at Room 100 F Street, NE Washington, DC 20549.  Copies of such materials may be obtained at prescribed rates from the Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains a site on the World Wide Web at http://www.sec.gov that contains reports, information and information statements and other information regarding registrants that file electronically with the Commission.

LEGAL MATTERS

Frascona, Joiner, Goodman & Greenstein, P.C., 4750 Table Mesa Drive, Boulder,

-  29 -

Colorado 80305, will issue an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements for the period ended February 28, 2005 included in this prospectus have been audited by PKF, Certified Public Accountants, Member of the Hong Kong Institute of Certified Public Accountants, 26/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong, as indicated in their report on such financial statements, and are included in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.

-  30 -

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

-  31 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
FOR THE PERIOD FROM DECEMBER 15, 2005
TO FEBRUARY 28, 2006

-  32 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the sole director and stockholder of Market Data Consultants, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Market Data Consultants, Inc. (the “Company”) as of February 28, 2006, and the related statements of operations, stockholder’s (deficit) and cash flows for the period from December 15, 2005 (date of incorporation) to February 28, 2006.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Market Data Consultants, Inc. as of February 28, 2006, and the results of its operations and its cash flows for the period from December 15, 2005 (date of incorporation) to February 28, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As described in Note 1 to the financial statements, the Company is a development stage company and has an accumulated (deficit) as of February 28, 2006, these factors raise substantial doubt about its ability to continue as a going concern.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PKF

Certified Public Accountants

Hong Kong

March 15, 2006

-  33 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF FEBRUARY 28, 2006

	US$
ASSETS
Current assets
Cash and cash equivalents	2,325
Total assets	2,325
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accrued audit fee	3,225
Amount due to a stockholder (Note 7)	1,544
Total liabilities	4,769
Stockholder’s (deficit)
Common stock - US$0.001 par value (Note 4):
authorized 80,000,000 shares; 1,600,000 shares issued and outstanding	1,600
Accumulated (deficit) during development period	(4,044)
Total stockholder’s (deficit)	(2,444)
Total liabilities and stockholder’s (deficit)	2,325

See accompanying notes to financial statements.

-  34 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

	US$
Revenue	-
Expenses
Formation expenses	563
General and administrative expenses	3,484
Loss from operations	(4,047)
Interest income	3
Loss before income taxes	(4,044)
Income taxes (Note 2)	-
Net loss	(4,044)
Net loss per common share:
Basic and diluted (Note 3)	(0.0038)
Weighted average number of shares:
Basic and diluted	1,073,684

See accompanying notes to financial statements.

-  35 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S (DEFICIT)

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

			Accumulated
	Common stock		(deficit) during
			development
	No. of	Amount	period		Total
	shares	US$	US$		US$
Issuance of common stock
on January 9, 2006 (Note 4)	1,600,000	1,600		-	1,600
Net loss	-	-		(4,044)	(4,044)
Balance, February 28, 2006	1,600,000	1,600		(4,044)	(2,444)

See accompanying notes to financial statements.

-  36 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

	US$
Cash flows from operating activities:
Net loss	(4,044)
Change in liabilities:
Increase in accrued fee	3,225
Net cash used in operating activities	(819)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,600
Advance from a stockholder	1,544
Net cash provided by financing activities	3,144
Net change in cash and cash equivalents	2,325
Cash and cash equivalents, beginning of period	-
Cash and cash equivalents, end of period	2,325
Cash paid for:
Income taxes paid	-
Interest paid	-

See accompanying notes to financial statements.

-  37 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

NOTES

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Corporate information

Market Data Consultants, Inc. (the “Company”) was incorporated in the State of Delaware on December 15, 2005 for the purpose of exploring new business opportunities.

On February 1, 2006, the Company entered into a service agreement with Market Data Consultants Limited (“MDCL”) which is a computer software company and has acquired certain computer software license.  MDCL is not a related company although its name is similar to the name of the Company.  Pursuant to the agreement, the Company shall provide consultancy services to MDCL by looking for new business opportunities, referring potential clients to MDCL and preparing a memorandum of information efficiently.

The Company has not rendered any consultancy services to MDCL and is a development stage company during the period.

Continuance of operations

These financial statements are prepared on a going concern basis, which considers the realization of assets and satisfaction of liabilities in the normal course of business.  As of February 28, 2006, the Company had cash and cash equivalents of US$2,325, net current liabilities and stockholder’s (deficit) of US$2,444 and accumulated (deficit) of US$4,044 respectively.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans on the continuation of the Company as a going concern include financing the Company’s existing and future operations through additional issuance of common stock and/or advances from the sole stockholder and seeking for profitable business opportunities.  However, the Company has no assurance with respect to these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash and cash equivalents

Cash equivalents comprise highly liquid investments with original maturity of three months or less.  At February 28, 2006, cash and cash equivalents consist of bank balance of US$2,325 denominated in Hong Kong dollars (“HKD”).

-  38 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

NOTES

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES      

            (CONT’D)

Concentration of risk

The Company maintains a HKD savings account with a commercial bank in Hong Kong, which are financial instruments that are potentially subject to concentration of credit risk.  During the reporting period, the Company has not engaged in any hedging activities.

Income taxes

The Company accounts for income tax in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognized for all significant temporary differences between tax and financial statement bases of assets and liabilities.  A valuation allowance is recognized on deferred tax assets when it is more likely than not that these deferred tax assets will not be realized.

Foreign currency translation

The Company keeps cash and cash equivalents and incurred expenses in HKD during the reporting period and thus HKD is considered to be the functional currency.  The Company translates the monetary assets and liabilities at year-end exchange rate and all income and expenses are translated at average exchange rates prevailing during the period.  Exchange gains and losses arising on translation are included in earnings.

During the reporting period, there was no exchange difference.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in these financial statements and the accompanying notes during the reporting period.  Actual results could differ from those estimates.

-  39 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

NOTES

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES      

            (CONT’D)

Fair values of financial instruments

Financial instruments include cash and cash equivalents, accrued audit fee and amount due to a stockholder.  Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.  The respective carrying values of financial instruments approximate their fair values.  Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

2.

INCOME TAXES

A reconciliation of income taxes at statutory rate is as follows :

	US$
Loss before income taxes	(4,044)
Expected benefit at statutory rate of 34%	(1,375)
Valuation allowance	1,375
	-
Recognized deferred income tax asset is as follows :
Operating losses available for future periods	1,375
Valuation allowance	(1,375)
	-

At February 28, 2006, the Company has incurred operating losses of US $4,044 which, if unutilized, will expire through to 2026.  Future tax benefits arising as a result of these losses have been offset by a valuation allowance.

-  40 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM DECEMBER 15, 2005 TO FEBRUARY 28, 2006

NOTES

3.

NET LOSS PER SHARE

During the reporting period, the Company did not issue any dilutive instruments, such as options or warrants.  Accordingly, the reported basic and diluted loss per share is the same.

4.

COMMON STOCK

The Company was incorporated on December 15, 2005 with authorized capital of 80,000,000 shares of common stock of US$0.001 par value.  On January 9, 2006, 1,600,000 shares of common stock of US$0.001 par value totaling US$1,600 was issued for cash.

5.

STOCK INCENTIVE PLAN

The Company has not established any stock incentive plan since its incorporation.

6.

COMMITMENTS AND CONTINGENCIES

The Company had no commitments or contingent liabilities as of February 28, 2006.

7.

RELATED PARTY TRANSACTIONS

The sole stockholder, who is also the director, advanced US$1,544 to the Company financing its working capital during the period.  The advance is interest-free, unsecured and repayable on demand.

-  41 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MAY 31, 2006

-  42 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

AS OF MAY 31, 2006 (UNAUDITED) AND FEBRUARY 28, 2006

	As of	As of
	May 31,	February 28,
	2006	2006
	(Unaudited)	(Audited)
	US$	US$
ASSETS
Current assets
Cash and cash equivalents	2,283	2,325
Total assets	2,283	2,325
LIABILITIES AND STOCKHOLDER’S(DEFICIT)
Current liabilities
Accrued audit fee	1,288	3,225
Amount due to a stockholder (Note 7)	5,264	1,544
Total liabilities	6,552	4,769
Stockholder’s (deficit)
Common stock - US$0.001 par value (Note 4) :
authorized 80,000,000 shares; 1,600,000 shares issued and
outstanding	1,600	1,600
Accumulated deficit during the development stage	(5,872)	(4,044)
Accumulated other comprehensive income	3	-
Total stockholder’s (deficit)	(4,269)	(2,444)
Total liabilities and stockholder’s (deficit)	2,283	2,325

See accompanying notes to condensed financial statements.

-  43 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MAY 31, 2006

AND FROM INCEPTION ON DECEMBER 15, 2005 THROUGH MAY 31, 2006

			From
			December 15,
			2005 (date of
	Cumulative	For the three	inception) to
	total since	months ended	February 28,
	inception	May 31, 2006	2006
	(Unaudited)	(Unaudited)	(Audited)
	US$	US$	US$
Revenue	-	-	-
Expenses
Formation expenses	563	-	563
General and administrative expenses	5,326	1,842	3,484
Loss from operations	(5,889)	(1,842)	(4,047)
Interest income	17	14	3
Loss before income taxes	(5,872)	(1,828)	(4,044)
Income taxes (Note 2)	-	-	-
Net loss	(5,872)	(1,828)	(4,044)
Net loss per common share :
Basic and diluted (Note 3)	(0.00)	(0.00)	(0.00)
Weighted average number of shares :
Basic and diluted	1,361,905	1,600,000	1,073,684

See accompanying notes to condensed financial statements.

-  44 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF STOCKHOLDER’S (DEFICIT)

FROM INCEPTION ON DECEMBER 15, 2005 THROUGH MAY 31, 2006

	Common stock
			Accumulated
			deficit	Accumulated
			during the	other
	No. of		development	comprehensive
	shares	Amount	stage	income	Total
		US$	US$	US$	US$
Issuance of common stock on
January 9, 2006 (Note 4)	1,600,000	1,600	-	-	1,600
Net loss from December 15, 2005
(Date of Inception) to February    28, 2006	-	-	(4,044)	-	(4,044)
Balance, February 28, 2006	1,600,000	1,600	(4,044)	-	(2,444)
Comprehensive loss :
Net loss, three months ended      May 31, 2006	-	-	(1,828)	-	(1,828)
Foreign currency translation	-	-	-	3	3
					(1,825)
Balance, May 31, 2006	1,600,000	1,600	(5,872)	3	(4,269)

See accompanying notes to condensed financial statements.

-  45 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MAY 31, 2006

AND FROM INCEPTION ON DECEMBER 15, 2005 THROUGH MAY 31, 2006

			From
			December 15
			2005 (date of
	Cumulative	For the three	inception) to
	total since	months ended	February 28,
	inception	May 31, 2006	2006
	(Unaudited)	(Unaudited)	(Audited)
	US$	US$	US$
Cash flows from operating activities :
Net loss	(5,872)	(1,828)	(4,044)
Change in liabilities :
Accrued audit fee	1,288	(1,937)	3,225
Net cash used in operating activities	(4,584)	(3,765)	(819)
Cash flows from financing activities :
Proceeds from issuance of common stock	1,600	-	1,600
Advance from a stockholder	5,264	3,720	1,544
Net cash provided by financing activities	6,864	3,720	3,144
Effect of rate changes on cash	3	3	-
Net change in cash and cash equivalents	2,283	(42)	2,325
Cash and cash equivalents, beginning of period	-	2,325	-
Cash and cash equivalents, end of period	2,283	2,283	2,325
Cash paid for :
Income taxes paid	-	-	-
Interest paid	-	-	-

See accompanying notes to condensed financial statements.

-  46 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2006 (UNAUDITED)

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Corporate information

Market Data Consultants, Inc. (the “Company”) was incorporated in the State of Delaware on December 15, 2005 for the purpose of exploring new business opportunities.

On February 1, 2006, the Company entered into a service agreement with Market Data Consultants Limited (“MDCL”) which is a computer software company and has acquired certain computer software license.  MDCL is not a related company although its name is similar to the name of the Company. Pursuant to the agreement, the Company shall provide consultancy services to MDCL by looking for new business opportunities, referring potential clients to MDCL and preparing a memorandum of information efficiently.

The Company has not rendered any consultancy services to MDCL and is a development stage company during the period.

Continuance of operations

These financial statements are prepared on a going concern basis, which considers the realization of assets and satisfaction of liabilities in the normal course of business.  As of May 31, 2006, the Company had cash and cash equivalents of US$2,283, net current liabilities and stockholder’s (deficit) of US$4,269 and accumulated deficit during the development stage of US$5,872 respectively.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans on the continuation of the Company as a going concern include financing the Company’s existing and future operations through additional issuance of common stock and/or advances from the sole stockholder and seeking for profitable business opportunities.  However, the Company has no assurance with respect to these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash and cash equivalents

Cash equivalents comprise highly liquid investments with original maturity of three months or less.  At May 31, 2006, cash and cash equivalents consist of bank balance of US$2,283 denominated in Hong Kong dollars (“HKD”).

-  47 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2006 (UNAUDITED)

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Concentration of risk

The Company keeps cash in HKD and maintains a HKD savings account with a commercial bank in Hong Kong, which are financial instruments that are potentially subject to concentration of credit risk.  During the reporting period, the Company has not engaged in any hedging activities.

Income taxes

The Company accounts for income tax in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognized for all significant temporary differences between tax and financial statement bases of assets and liabilities.  A valuation allowance is recognized on deferred tax assets when it is more likely than not that these deferred tax assets will not be realized.

Foreign currency translation

The Company keeps cash and cash equivalents and incurred expenses in HKD during the reporting period and thus HKD is considered to be the functional currency.  Transactions denominated in currencies other than HKD are translated into HKD at the applicable rates of exchange prevailing at the dates of the transactions.  Monetary assets and liabilities denominated in other currencies are translated into HKD at the rates of exchange prevailing at the balance sheet date.  Exchange gains and losses are included in the determination of net income.

For financial reporting purposes, HKD has been translated into United States dollars (“US$”) as the reporting currency.  Assets and liabilities are translated into US$ at the exchange rate in effect at the period end.  Income and expenses are translated at average exchange rate prevailing during the period.  Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholder’s equity as “Accumulated other comprehensive income - foreign currency translation adjustments”.  Gains and losses resulting from foreign currency translation are included in other comprehensive income/(loss).

Conversion of amounts from Hong Kong dollars into United States dollars has been made at the exchange rate of US$1.00 = HK$7.76 for the three months ended May 31, 2006 and US$1.00 = HK$7.75 from inception on December 15, 2005 to February 28, 2006.  There is a comprehensive income of US$3 due to the effect of rate changes during the reporting period.

-  48 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2006 (UNAUDITED)

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in these financial statements and the accompanying notes during the reporting period.  Actual results could differ from those estimates.

Fair values of financial instruments

Financial instruments include cash and cash equivalents.  Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.  The respective carrying values of financial instruments approximate their fair values.  Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

-  49 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2006 (UNAUDITED)

2.

INCOME TAXES

A reconciliation of income taxes at statutory rate is as follows: -

		From
		December 15,
		2005 (date of
	For the three	inception) to
	months ended	February 28,
	May 31, 2006	2006
	(Unaudited)	(Audited)
	US$	US$
Loss before income taxes	(1,828)	(4,044)
Expected benefit at statutory rate of 34%	(622)	(1,374)
Valuation allowance	622	1,374
	-	-

Recognized deferred income tax asset is as follows :-

		As of
	As of	February 28,
	May 31, 2006	2006
	(Unaudited)	(Audited)
	US$	US$
Operating losses available for future periods	1,966	1,374
Valuation allowance	(1,966)	(1,374)
	-	-

At May 31, 2006, the Company has incurred operating losses of US $5,872 which, if unutilized, will expire through to 2026.  Future tax benefits arising as a result of these losses have been offset by a valuation allowance.

-  50 -

MARKET DATA CONSULTANTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2006 (UNAUDITED)

3.

NET LOSS PER SHARE

During the reporting period, the Company did not issue any dilutive instruments.  Accordingly, the reported basic and diluted loss per share is the same.

4.

COMMON STOCK

The Company was incorporated on December 15, 2005 with authorized capital of 80,000,000 shares of common stock of US$0.001 par value.  On January 9, 2006, 1,600,000 shares of common stock of US$0.001 par value totaling US$1,600 was issued for cash.

5.

STOCK INCENTIVE PLAN

The Company has not established any stock incentive plan since its incorporation.

6.

COMMITMENTS AND CONTINGENCIES

The Company had no commitments or contingent liabilities as of May 31, 2006.

7.

RELATED PARTY TRANSACTIONS

The sole stockholder, who is also the director, advanced US$1,544 and US$3,720 to the Company financing its working capital for the period from inception on December 15, 2005 through February 28, 2006 and for the three months ended May 31, 2006, respectively.  The advance is interest-free, unsecured and repayable on demand.

-  51 -

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a)

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b)

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)  

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d)  

Any indemnification under this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the

-  52 -

circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)  

Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f)  

The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g)  

The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will incur the following expenses in relation to this offering, assuming that all shares are sold in this offering:

Type of Expense	Amount
Registration Fees	$             10.70
Transfer Agent’s Fees (1)	$        1,000.00
Printing, Postage, Distribution, etc. (1)	$           300.00
Legal Fees (1)	$      25,000.00
Accounting Fees (1)	$        3,700.00
Miscellaneous (1)	$             50.00
Total (1)	$      30,060.70

(1) Estimated.

-  53 -

UNREGISTERED SALES OF SECURITIES

On January 9, 2006 and September 10, 2006, the Company issued 1,600,000 shares and 6,900,000 to Wilson Kin Cheung in exchange for $1,600 and $6,900, respectively.  The securities were not registered under the Securities Act of 1933.  The Company completed the offerings pursuant to Regulation S of the Securities Act. Mr. Cheung represented to the Company that he was a non-US person as defined in Regulation S. The Company did not engage in a distribution of this offering in the United States. Appropriate legends were affixed to the stock certificate issued to each purchaser in according with Regulation S. Each investor was given adequate access about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  

EXHIBITS

3.1

Articles of Incorporation (herein incorporated by reference from filing on Form 10SB12G filed by MDCI on May 18, 2006.)

3.2

Bylaws (herein incorporated by reference from filing on Form 10SB12G filed by MDCI on May 18, 2006.)

5.1

Opinion of Corporate Counsel*

10.1

Contract with Market Data Consultants Limited signed on February 1, 2006 (herein incorporated by reference from filing on Form 10SB12G filed by MDCI on May 18, 2006.)

23.1

Consent of Certified Public Accountants*

exh231.jpg

23.2

Consent of Corporate Counsel (included in Exhibit 5.1)

* Filed herewith

UNDERTAKINGS

The undersigned Company hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act:

(ii) Reflect in the prospectus any facts or events which, individually or together, represent

-  54 -

a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

(6) In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling

-  55 -

person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(7) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

-  56 -

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in Central, Hong Kong on October 4, 2006.

MARKET DATA CONSULTANTS, INC.

By: /s/ Wilson Cheung, President and Director

Date: October 4, 2006

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

By: /s/ Wilson Cheung, President and Director

Date: October 4, 2006

By: /s/ Wilson Cheung, Principal Financial Officer

Date: October 4, 2006

-  57 -