MAIL STOP 0511

									October 22, 2004

Mr. Ronald Mercier, President
M.E.R. Corporation
2400, 10303 Jasper Avenue
Edmonton, Alberta T5J 3T8
CANADA

Re:	M.E.R. Corporation
Registration Statement on Form SB-2
File No. 333-119223
Filed September 23, 2004

Dear Mr. Mercier,

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

General

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.


Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in connection with our review of your filing or in
response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Prospectus Cover Page

2. Please revise the first sentence to clearly state that there is
currently no market for your securities.

3. You point to page 9 for risk factors.  Risk factors begin on page
5.  Please revise.

4. Please revise the last sentence of the first paragraph to indicate
that another requirement of release of funds from escrow is the
consummation of the acquisition.  See Rule 419(e)(3)(ii) of Regulation
C.

5. The prospectus cover page should be limited to the information
required by Item 501 of Regulation S-B.  Therefore, please remove the
second and third paragraphs.

6. We note the disclosure in footnote one that offering costs will be
paid out of pre-offering working capital.  Please explain this
statement in light of the financial statements, which indicate there
were no assets as of August 31, 2004.  Also, reconcile the offering
expenses in footnote one with the table on page II-2.


Inside Front and Outside Back Cover Pages of Prospectus

7. Provide the legend required by Item 502(b) of Regulation S-B.
Indicate that the dealer`s prospectus delivery obligation shall not
terminate until 90 days after the date funds and securities are
released from the escrow account.  See Rule 174(g) of the Securities
Act.

Table of Contents page 2

8. Please delete or revise the statement "The information in this
prospectus may be accurate only on the date of this prospectus."  All
information in the prospectus must be correct upon effectiveness.  You
are also required to file amendments to the registration statement to
reflect any fundamental change in the registration statement, disclose
additional or changed material information about the plan of
distribution and update the financial information according to Section
10(a)(3) of the Securities Act.

Prospectus Summary, page 3

The Company

9. Please include the telephone number of the principal executive
offices, as required by Item 503(b) of Regulation S-B.

Offering

10. Please revise your document throughout to state that, pursuant to
Rule 419, the securities and proceeds of this offering may be released
from escrow only upon the closing of an acquisition representing at
least 80 percent of the maximum offering proceeds, the filing and
effectiveness of the post-effective amendment, and the re-confirmation
of a sufficient number of purchasers in the investment.  See Rule
419(e) of Regulation C.

11. Please summarize the terms of the escrow, including the name of
the escrow agent.

12. Please clarify to state that the proceeds shall not remain in
escrow for more than 18 months after the effective date of the initial
registration statement.

Use of Proceeds

13. The prospectus summary should merely provide an overview of the
business of the company, the offering, and your financial information.
More detailed information, such as the use of proceeds should be moved
elsewhere in the prospectus.

Risk Factors, page 5

14. Please revise the beginning paragraph in order to clarify that
this section includes all of the known material risks in the offering.

15. To the extent possible, avoid the generic conclusion you make in
several of your risk factors that that the risk discussed would have
affect your ability to merge with or acquire a business or would
negatively impact or have an adverse impact on your business.
Instead, replace this language with specific disclosure of how your
business would be affected.  See risk factors 1, 5, 6, 9, 11, and 12.

16. The statement in the first risk factor that your operations "are
subject to all the risks inherent in the establishment of a new
business enterprise" is a generic statement.  Please revise the risk
factor narrative to specifically discuss the risk to the company
and/or investors.

17. Please revise the subheading and narrative of risk factor two in
order to specify the particular risk to the company and/or investors
contemplated, especially in light of Rule 419`s requirement to file a
post-effective amendment when an acquisition target is identified and
the subsequent right of purchasers to be afforded the right to confirm
their election to remain investors in the company or have their funds
returned.

18. Please revise the discussion of risk factor six in order to
clarify Rule 419`s requirement to file a post-effective amendment when
an acquisition target is identified and the subsequent right of
purchasers to be afforded the right to confirm their election to
remain investors in the company or have their funds returned.

19. We note you state in risk factor seven that Rule 419 of Regulation
C generally requires that "if the money is returned to the investors
they will not be receiving interest on their funds."  We direct your
attention to Rule 419(b)(2)(iii) that deposited proceeds and interest
or dividends thereon, if any, shall be held for the sole benefit of
the purchasers of the securities.  Please revise your disclosure
throughout the prospectus to comply with Rule 419.

20. You should avoid using legal jargon in the prospectus.  Please
revise the discussion under risk factor seven in plain English.  Also,
revise the subheading to focus on the risk discussed in the narrative.

21. Please revise the eighth risk factor subheading to specifically
address your independent auditor`s substantial doubt about your
ability to continue as a going concern in the discussion.  Also, the
discussion in the narrative regarding later return of funds during the
reconfirmation process should be relocated to the seventh risk factor.

22. You state in risk factor 8, "[t]hese requirements will
significantly increase our time and costs of doing business."  We do
not understand how this statement ties into the discussion in risk
factor 8.  Please explain or revise.


23. The ninth risk factor merely states your opinion that you believe
you will not be subject to the Investment Company Act.  Therefore, it
does not discuss a material risk.  The risk factors section should
highlight only material risks and omit non-material risk
considerations.  Either revise the risk factor to state the material
risk to investors or remove the discussion entirely.

24. Please revise the tenth risk factor to discuss the "certain" tax
consequences in your business.  Also, clearly state the risk to
investors in the subheading.

25. Please explain the reference in the eleventh risk factor
subheading to financing your "growth" during the 18 month "offering
period."  Please clarify the growth to which you refer and the
reference to the offering period as 18 months.

26. Please reconcile your statement in risk factor eleven that
operations and other capital needs will be "nominal" over the next 18
months with the discussion contained in the "Description of Business"
section, where it is stated that the company will "incur significant
legal fees and expenses in connection with the acquisition or merger
of an operating business."

27. It is unclear how risk factor eleven applies to you since you
state that Mr. Mercier will provide funds required to keep you in good
standing with regulators and you do not have any plans for business
operations.  Disclose whether Mr. Mercier is legally obligated to
provide the funds.

28. We note risk factor 13, relating to potential conflicts.  Please
disclose how such future conflicts will be resolved, including whether
there is a written policy covering such situations.

29. If Mr. Mercier has had no experience in blank check companies,
please disclose this as a material risk.

30. Please revise the twelfth risk factor to indicate the risk
associated with the deposit of the securities and proceeds of this
offering in escrow.

31. We do not understand how risk factor 14 constitutes as a material
risk to investors since you will return the escrowed funds to
investors if the merger or acquisition will not be closed.  Please
remove.  Please also explain the difference in risk contemplated, if
any, by risk factor fourteen in comparison to risk factor twelve in
light of the protective provisions afforded to investors under Rule
419.

32. We do not understand how the matter addressed in risk factor 15
constitutes as a material risk to investors.  Consider relocating to
the plan of distribution section.


33. Please add a risk factor discussing the limited number of states
in which the offering may be sold and the impact this may have on the
company`s ability to successfully sell this offering.

34. Please add a risk factor addressing the restrictions on trading in
securities held in the escrow account and the lack of a market for
your securities.

Use of Proceeds, page 10

35. Please reconcile the statement that estimated offering expenses
will be paid out of pre-offering working capital with the disclosure
in "Selected Financial Data" stating that the company has no amount of
working capital as of August 31, 2004.

36. Please state whether you intend to request release from escrow of
the 10% of funds allowed by Rule 419.

37. Please state how the net proceeds of the offering will be used,
indicating the amount to be used for each purpose.  If all or a
substantial part of the proceeds are not allocated for a specific
purpose, so state and discuss the principal reason for the offering.
See Instruction 2 to Item 504 of Regulation S-B.

Determination of Offering Price, page 10

38. Please revise the statement, "[t]he offering price . . . was
determined based upon the amount of funds needed by M.E.R. to start-up
the business . . .."  This may be confusing to the investors because
you are a blank check company and you have no business.

Dividend, page 11

39. Please combine this section with the disclosure of the same title
on page 23 and reconcile the differing accounts with respect to the
declaration of future dividends.

Description of Business, page 12

40. The term "blind pool" is used to describe situations in which
investors are aware of the general category of activities which may be
undertaken by a fund manager, but the specific investment vehicle is
not known.  In this case, potential investors have no idea as to even
the general category of business opportunity to be pursued by Mr.
Mercier, much less any specific opportunity.  Please remove the
reference to a "blind pool" and instead refer to this offering as a
blank check offering.

41. Please explain the basis for Mr. Mercier`s belief that you "will
offer owners of operating businesses the opportunity to acquire a
controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering of
securities" or else remove.

42. Please clarify, if true, that Mr. Mercier will pay for the
significant legal fees and expenses listed on page 12 in connection
with the acquisitions.

43. We direct your attention to the paragraph beginning,
"[c]ompensation may be paid or profit transaction may occur . . .."
Please disclose the approximate amount of these fees and disclose who
will pay for these expenses.

44. In light of the fact that you are a self-described blank check
company, "and conduct no operations other than seeking a suitable
merger or acquisition candidate," please explain the possible
"curtailment of service" you foresee under the heading "Costs and
Effects of Compliance with Environmental Laws and Regulations."

45. Please disclose the competitive business conditions and your
competitive position in the industry, as required by Item 101(b)(4) of
Regulation S-B.

46. Disclose whether or not you may acquire or merge with a business
or company in which your promoter, officer, director, or his
affiliates or associates directly or indirectly have an ownership
interest.  Please consider and disclose whether or not existing
corporate policy permits such transactions.  All potential pecuniary
benefits to these persons should be disclosed, along with the
identification of potential acquisition targets if known.  If
corporate policy does not permit such related party transactions,
explain the basis for such policy, whether it be a corporation bylaw,
a board or shareholder resolution, or an agreement or understanding
among management.  Further, add disclosure as to whether management is
aware of any circumstances under which this policy, through their own
initiative, may be changed.  Consider adding a risk factor if
necessary.  If there is a present potential for a related party
transaction mentioned above, please explain fully the circumstances
under which such a transaction may occur.  Please discuss fully the
non-arms-length nature of such transactions and disclose whether or
not an independent appraisal of the value of the business or company
will be obtained in the event a related party transaction is
contemplated.

Management`s Discussion and Analysis or Plan of Operation, page 14

47. Please clarify the statement that you do not anticipate requiring
any additional funds in the next 18 months.  Please reconcile with the
eleventh risk factor.  Also, clarify, if true, that you will not
require any additional funds beyond that to be provided by Mr.
Mercier.

48. Please disclose how the compensation to the outside business
advisors will be determined.  Is there a range of fees?  Have you had
any negotiations or agreements, preliminary or otherwise, with any
outside business advisors?  We may have further comment.

49. You state that securities owned by Mr. Mercier will not be sold in
any business combination transaction without affording all of your
shareholders a similar opportunity.  Please add disclosure stating
that Mr. Mercier paid a significantly lower amount for his shares than
other shareholders and may sell at a much lower price than the price
in this offering.

50. Please clarify throughout the prospectus whether Mr. Mercier will
loan the money to the company or will simply provide this funding as a
contribution of capital.

Your Rights and Substantive Protections Under Rule 419, page 18

51. Clarify in the first bulleted point that offering proceeds will be
deposited promptly in the escrow account.  See Rule 419(b)(1)(i) of
Regulation C.

52. Disclose all material terms of the escrow agreement.  For
instance, clarify that these funds are to be deposited into and FDIC
insured depository institution.  Also, clarify, if true, that no
interest or dividends will be earned on the escrowed funds by either
investors or the company.  See also the indemnification provision and
the fees and expenses to be paid to the escrow agent.

53. Please clarify the statement, "[purchasers] shall have voting
rights, if any, with respect to securities held in their names, as
provided by applicable state law."  Disclose and explain the
applicable state law.

54. Please remove the reference to a copy of the escrow agreement
being filed as an exhibit unless the escrow agreement will be provided
to investors with the registration statement.

55. The statement, "[w]e will use a significant portion of the net
proceeds of this offering to search for, analyze, merge, acquire or
participate a business . . ." appear to contradict other parts of the
disclosure.  Please revise.

Description of Property, page 21

56. Please provide the disclosure required by Item 102(a) of
Regulation S-B, including a description of the property and, if the
company does not have complete ownership of the property listed,
describe such limitations on ownership.  Also confirm that the address
provided on the facing page of the registration statement is currently
the physical address of the company`s principal executive offices.  We
may have further comment.

Management, page 22

57. Please disclose the amount and percent of time Mr. Mercier will
devote to M.E.R. Corp.

Plan of Distribution, page 26

58. Please reconcile the termination date of the offering.  This
section indicates the offering terminates on midnight Mountain
Standard Time on the last day of the filing.  The escrow agreement
indicates the close of regular banking hours.  Also, the escrow
agreement does not include the provision regarding the termination
date falling on a holiday or weekend.
59. Please disclose the term of the offering and the extension.

60. We note the statement that "no securities will be issued to the
public investors until such time as the funds are deposited in the
escrow account."  We direct your attention to Rule 419(b)(3) of
Regulation C, which requires the escrow of the securities.

61. Please address whether Mr. Mercier is subject to a statutory
disqualification.  See Rule 3a4-1(a)(1) for guidance.

Exemption from State Registration, page 27

62. You should disclose the states in which the securities may be sold
in this primary offering.  You should also identify the states in
which you have applied to register your securities, or have obtained
or will seek to obtain an exemption from registration.  Further,
please advise on the status of your state registration and please
confirm with us that you have cleared all state comments before
effectiveness of the registration statement.

Financial Statements - Comments

Selected Financial Data

63. "Audited", at the head of the column should be deleted, since the
specific data in this table is not audited, but is obtained from the
audited financial statements elsewhere in the prospectus.

Independent Auditor`s Report

64. We suggest that the "Independent Auditor`s Report" be titled as
"Report of Independent Registered Public Accounting Firm" as
illustrated in PCAOB Auditing Standard No. 1.

Consent

65. Provide a current consent of the Independent Auditors in any
amendment to the registration statement.

Part II
Recent Sales of Unregistered Securities, page II-3

66. Please disclose which rule under Regulation D you relied up for
the private transaction.

67. Please provide the undertaking required by Item 512(e) of
Regulation S-B.


Signatures

68. Please also have Mr. Mercier sign in the capacity of controller or
principal financial officer.   See instructions for signatures in Form
SB-2.

Exhibits
Legality Opinion

69. Please revise your legality opinion to indicate that the opinion
opines upon Nevada law including the statutory provisions, all
applicable provisions of the Nevada Constitution and reported
decisions interpreting those laws.


Subscription Agreement

70.  We note in paragraph one that the execution of the subscription
agreement is an irrevocable offer to purchase the number of shares
covered by the subscription agreement.  Advise us how, under
applicable state law, the offer to subscribe to purchase shares can
legally be an irrevocable offer to purchase those shares.  We may have
further comment.

71. The representations specified in paragraphs 2(a), 2(b), 2(c), 5
(III), 5(VI), 5(VII), 5(VIII), and 5(IX) should be deleted, unless the
representations are included because of state law or other
requirement. In that event, a copy of the requirement should be
furnished to us as supplemental information and the subscription
agreement must be revised to include a statement in a prominent place
informing the subscribers that by making such representations they
have not waived any right of action they may have under the applicable
federal securities laws.  In addition, it should be noted that the
federal securities laws specifically provide that any such waiver
would be unenforceable.  The subscription agreement should also note
whether the company intends to assert the representations as a defense
in any subsequent litigation.  We may have further comment.

72. We note the statement in paragraph 2(d) that the shares have not
been registered pursuant to the Securities Act of 1933.  Please revise
or advise in light of this registration statement.

73. We note that the subscription agreement contains an
indemnification paragraph in paragraph 3.  Include at the end of the
indemnification paragraph the undertaking in the first sentence of
Item 512(e) of Regulation S-B.

Escrow Agreement

74. The escrow agreement currently only covers the deposit of the
funds into an escrow account.  We direct your attention to Rule
419(b)(3) of Regulation C, which also requires the deposit of
securities in the escrow or trust account promptly upon issuance.
Please revise.



Closing Comments

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

You may contact Solomon Cromwell at (202) 942-2876 if you have
questions regarding comments on the financial statements and related
matters.  Questions on other disclosure issues may be directed to Yuna
Peng at (202) 942-1917, or Pamela Howell, who supervised the review of
your filing, at (202) 942-1954.

						Sincerely,


						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	William D. O`Neal
	Fax (602) 267-3855



M.E.R. Corporation
October 22, 2004
Page 1